Exhibit 10.9

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement") is between Bank Rhode Island, a financial institution organized under the laws of the State of Rhode
Island (the "Bank") and wholly owned subsidiary of Bancorp Rhode Island, Inc. (the "Company"), and Mark Meiklejohn (the "Executive").

WHEREAS, the Executive serves as Director of Corporate Banking for the Bank; and

WHEREAS, the parties hereto seek to set forth the terms of certain severance benefits to be granted to the Executive upon a change in
control event.

IT IS MUTUALLY AGREEDby the parties as follows:

1.Purpose.    In order to allow Executive to consider the prospect of a Change in Control (as defined in
Section 2(b)) in an objective manner and in consideration of the services rendered and to be rendered by Executive 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 2(e)) occurring subsequent to a Change in Control.

2.Definitions.

(a)    "Cause"
means any of the following:



(b)    "Change
in Control" means: (i) a Takeover Transaction (as defined in Section 2(d)) is effectuated; or (ii) the Company commences substantive
negotiations with a third party with respect to a Takeover Transactionifwithin twelve (12) months of the commencement of such negotiations, the
Company 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.

(c)    "Person"
means an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization.

(d)    "Takeover
Transaction" means:



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(e)    "Terminating
Event" means either:



3.Payment in Connection With Terminating Event.    If a Terminating Event occurs within one (1) year after
a Change in Control (which one (1) year period shall be calculated from the effective

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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 Executive's annual base
salary plus Executive's most recent annual bonus payment in effect at the time of the Change in Control, which Severance Payment shall be payable in one lump sum within thirty (30) days of the
date of termination of Executive's employment, or if such Change in Control is governed by clause (ii) of Section 2(b) and the Terminating Event occurs prior to entering into a
definitive agreement, upon the entering into of a definitive agreement by the Company. No Severance Payment will be made to Executive under this Section 3 if Executive's employment with the
Company terminates for any reason prior to a Change in Control (except as may be provided below), or if Executive's employment with the Company terminates after a Change in Control but such
termination or resignation is not a Terminating Event. In addition, no Severance Payment will be made to Executive under this Section 3 with respect to a Terminating Event which occurs more
than one (1) year after a Change in Control (which one (1) year period shall be calculated from the effective date of the Takeover Transaction if the Terminating Event occurs after a
Takeover Transaction).

4.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 prior to a Change in Control for any reason other than
one that constitutes a Terminating Event under Section 2(e), 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 2(b)(iii) or (iv).

5.Notices.    All notices, requests, demands and other communications required or permitted to be given or made
under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by generally recognized overnight courier service, telex or telecopy, or certified mail,
return receipt requested:





Any
such notice or other communication will be considered to have been given (i) on the date of the delivery in person, (ii) on the third day after mailing by certified
mail, provided that receipt of delivery is confirmed in writing, (iii) on the first business day following delivery to a commercial overnight courier, or (iv) on the date of facsimile
transmission (telecopy) provided that the giver of the notice obtains telephone confirmation of receipt.

6.Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and permitted assigns. For the avoidance of doubt, in the case of the Company, the successors and permitted assigns hereunder shall include, without limitation, any
successor-in-interest of the Company (whether by merger, liquidation (including successive mergers or liquidations) or otherwise); provided, however, that no such assignment of
this Agreement by the Company shall serve to relieve the Company from any liability to Executive hereunder. This Agreement or any right or interest hereunder may not be assigned by Executive. Nothing
in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the

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parties
and successors and assigns permitted by this Section 7 any right, remedy or claim under or by reason of this Agreement.

7.Governing Law/Jurisdiction.    This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Rhode Island. The parties agree that this Agreement was made and entered into in Rhode Island and each party hereby consents to the jurisdiction of a competent court in Rhode Island to
hear any dispute arising out of this Agreement.

8.Right to Employment.    This Agreement does not constitute any entitlement to employment by, nor confer on
Executive any right to continue in the employ of, the Bank or an affiliate of the Bank nor interfere in any way with the right of the Bank to determine the terms of, or terminate, Executive's
employment.

9.Entire Agreement.    This Agreement constitutes the entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes any and all previous agreements, written or oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered,
modified or amended, except by a written agreement signed by both parties hereto.

10.Severability.    If any term or provision of this Agreement, or the application thereof to any person or under
any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which
it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.

11.Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same instrument.

[Signatures Appear on Following Page]

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the 14th day of February, 2006.

| |  | BANK RHODE ISLAND
| |  | -----------------
| |  |                  
| |  | EXECUTIVE        
| |  | By:              

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