**Exhibit 10.4**

**EXECUTIVE EMPLOYMENT AGREEMENT**

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is between BankRhode Island, a financial institution organized under the laws of the State ofRhode Island with its executive offices located at One Turks Head Place, Providence,Rhode Island 02903 (the “Bank”), Bancorp Rhode Island, Inc., a corporationorganized under the laws of the State of Rhode Island and sole shareholder ofthe Bank (the “Company”) and James V. DeRentis of 154 Arlington Avenue,Providence, Rhode Island  02906 (the “Executive”).

IT IS MUTUALLYAGREED by the parties as follows:

**1.             Employment;Duties**

1.1           Responsibilitiesand Authority.  (a)  The Bank hereby employs Executive to serve asExecutive Vice President and Chief Business Officer of the Bank, and Executivehereby accepts such employment. Executive shall have the duties, responsibilities, authorities andpowers normally incident to such office. At all times, however, Executive’s activities and authority with respect to such offices will be subject to supervision, control anddirection by the Board of Directors of the Bank (the “Board”), by the ExecutiveCommittee of the Board, and by the President and Chief Executive Officer of theBank (the “Chief Executive Officer”) and Executive agrees to carry out suchduties and responsibilities as any of them may from time to time reasonablyassign to Executive.  Executive shallreport from time to time or routinely, upon request, to the Chief ExecutiveOfficer or the Chief Executive Officer’s designee as to the current status ofany of Executive’s assigned duties and responsibilities.

(b)           The Company hereby employs Executiveto serve as Vice President of the Company and such other offices and positionsas the Company may determine, and Executive hereby accepts suchemployment.  Executive shall have theduties, responsibilities, authorities and powers normally incident to suchoffices.  At all times, however,Executive’s activities and authority with respect to such offices will besubject to supervision, control and direction by the Board of Directors of theCompany (the “Company Board”) or by the Executive Committee of the CompanyBoard, and Executive hereby agrees to carry out such duties andresponsibilities as either of them may from time to time reasonably assign toExecutive.  Executive shall report fromtime to time or routinely, upon request, to the Chief Executive Officer of theCompany or such Chief Executive Officer’sdesignee as to the current status of any of Executive’s assigned dutiesand responsibilities.

1.2           Compensation.  The Bank shall pay Executive a base salary atthe rate of Two Hundred Twenty-Six Thousand Seven Hundred Dollars ($226,700)per year commencing on the date hereof payable on a bi-weekly basis, or at suchhigher rate as shall be determined from time to time by the Board or theCompensation Committee of the Board.  Inaddition to Executive’s base salary, Executive shall be entitled to receivepayments under any incentive compensation or bonus program (as in effect fromtime to time), which the Bank may establish for its employees and/or seniorexecutives, in such amounts as are provided by such programs.

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1.3           Employee Benefits. As a full-time employee of the Bank, Executive shall be eligible toparticipate in any and all employee benefit plans generally available tofull-time employees of the Bank, including non-contributory plans and, atExecutive’s option, contributory plans.

1.4           Grant of StockOptions.  Executive shall receive stock options topurchase shares of the Company’s common stock in such number, at an exerciseprice and on such other terms as may be approved by the Compensation Committeeof the Company Board, in its sole discretion. Any such options will become exercisable on a schedule no less favorablethan generally provided with respect to options granted to executives of theBank (other than the Chief Executive Officer), with such vesting to accelerateon a Change in Control (as defined in Section 3.2).

1.5           Vacation. Executive shall be entitled to five weeks of vacation during each yearof employment, such vacation to be taken in accordance with the Bank’scustomary vacation policies and at such times and intervals as are mutuallyagreed upon by Executive and the Bank. Executive shall be entitled to holiday time and sick leave in accordancewith the then existing policies of the Bank, as in effect from time to time.

1.6           Reimbursement ofExpenses.  (a)       Executiveshall be reimbursed by the Bank for reasonable business expenses incurred byhim incident to his employment upon presentation of appropriate vouchers,receipts, and other supporting documents required by the Bank.

(b)           Executiveshall be reimbursed by the Company for reasonable business expenses incurred byhim incident to his employment by the Company upon presentation of appropriatevouchers, receipts, and other supporting documents required by the Company.

1.7           Duty to PerformServices.  So long as Executive is employed by theCompany or the Bank, Executive agrees to devote his full business and productivetime, skill, and energy diligently, loyally, effectively, and to the best ofhis ability to the rendering of services to the Company and the Bank, and willexert his best efforts in the rendering of such services. This provision willnot prohibit Executive from:

(a)           making passive investments or servingas a fiduciary with respect to direct family investments;

(b)           serving on the board of directors ofany company,  *providedthat* Executive shall not render any material services with respectto the operations or affairs of any such company and *providedfurther* that serving on such board of directors does not otherwiseviolate the terms of this Agreement, including, but not limited to, theprovisions of Section 4.2 herein; or

(c)           engaging in religious, charitable orother community or non-profit activities which do not impair Executive’sability to fulfill his duties and responsibilities to the Company and Bank.

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Executive agrees that inthe rendering of all services to the Company and the Bank and in all aspects ofhis employment, he will comply with all directives, policies, standards, andregulations from time to time established by the Company or the Bank or byapplicable law.

1.8           Death or Disability.

(a)           Death.  In the event of Executive’s death during theterm of his employment under this Agreement, the Bank shall immediately pay toExecutive’s designated beneficiary any salary accrued but unpaid as of the dateof death.  Upon payment of theaforementioned sums, the Bank’s obligations to make further salary paymentsshall terminate.  This provision shallnot be construed to negate any rights Executive may have to death benefitsunder any employee benefit or welfare plan of the Company or the Bank in whichhe may from time to time be a participant or under any other written agreementwith 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, theBank shall continue to pay Executive his base salary (reduced by any benefitsExecutive is entitled to receive under any state or federal disabilityinsurance program, such as Rhode Island temporary disability insurance orfederal 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 forany reason, either physical or mental, to perform the duties required of himhereunder.

1.9           Term of Employment. The term of Executive’s employment under this Agreement shall commenceon the date hereof and shall continue, unless sooner terminated pursuant to theprovisions of this Agreement, for a period of two years (the “Term”), whichTerm shall automatically renew on each successive one year anniversaryhereafter commencing with the first anniversary hereof unless any party shallhave given written notice to the other parties of such party’s election not toextend the Term within ninety (90) calendar days prior to any anniversary date.

1.10         Termination.  This Agreement and the rights of theparties hereunder will terminate (subject to the provisions of Section 1.11below) upon the occurrence of one of the following:

(a)           Upon the Executive’s death or disabilityas 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 suchlater time as such notice may specify or as may be required by Section 3.5;

(c)           At the election of the Executive forGood Reason (as hereinafter defined) as provided in Section 2.2; or

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(d)           Upon expiration of the Term, followingnotice by any party not to renew the Term as provided in Section 1.9.

1.11         Termination andSurvival.  The provisions of Section 1.8, Sections 2 and3 and Sections 4.1, 4.2, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12hereof shall remain in full force and effect and shall continue to beenforceable in accordance with their terms beyond termination of employment andbeyond expiration of this Agreement, except as otherwise agreed in writing byExecutive and the Company and the Bank.

2.             Severance.

2.1           Severance Benefit.  In the event of a termination of Executive’s employmentby the Company or the Bank without Cause (as such term is defined in Section3.5) at any time, or in the event of termination of Executive’s employment byhim for Good Reason (as defined in Section 2.2), the Bank will (a) continue topay Executive his base salary (the “Severance Benefit”) then in effect for aeighteen (18) month period commencing on the date of termination (the “SeverancePeriod”), and (b) provide Executive (at the Bank’s cost) with the medical,dental and life insurance coverage generally available to full-time employeesduring the Severance Period or as required by law, whichever is longer.  The Bank shall also provide Executive withoutplacement assistance for a period of six months at no charge.  Notwithstanding anything herein to thecontrary, the Bank shall have no obligation to pay the Severance Benefit toExecutive in the event his employment is terminated with Cause by the Companyor the Bank or voluntarily by him without Good Reason.  Any Severance Benefit paid under this Section2.1 shall be credited against any amounts due Executive under Section 3 as aresult 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 torenew this Agreement on any anniversary date as permitted under Section 1.9 *and* its failure to offer and enter into a new employmentagreement with Executive on terms which are substantially similar to those ofhis employment existing immediately prior to such notice of non-renewal (otherthan a reduction of fringe benefits required by law or applicable to allemployees generally)*provided, however,*that Good Reason shall not be deemed to have occurred unless prior to Executive’stermination of employment for Good Reason, he shall give not less than 30 dayswritten notice to the Company and the Bank of his intent to terminate for GoodReason stating the basis of the Good Reason sufficient to permit the Company orthe Bank to alleviate the basis of such Good Reason prior to termination, andthe Company and the Bank have not done so within such 30 day period, and *further provided,*that Executive’s continuing to workfollowing notice of non-renewal by the Company or the Bank and in the absenceof entering into a new employment agreement shall be without prejudice to his right to claim termination for GoodReason, absent written agreement between Executive and the Company or the Bankto the contrary.

**3.             Changein Control.**

3.1           Purpose.** **Inorder to allow Executive to consider the prospect of a Change in Control (asdefined in Section 3.2)****in anobjective manner and in consideration of the services 

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rendered and to be rendered by him to theCompany and the Bank, the Bank is willing to provide, subject to the terms ofthis Agreement, certain severance benefits to protect Executive from theconsequences of a Terminating Event (as defined in Section 3.4) occurringsubsequent to a Change in Control.

3.2           Change in Control.** **A“Change in Control” will be deemed to have occurred if: (i)****aTakeover Transaction is effectuated; or (ii)****theCompany commences substantive negotiations with a third party with respect to aTakeover Transaction *if* withintwelve (12)****months of the commencement ofsuch negotiations, the Company enters into a definitive agreement with respectto a Takeover Transaction with any party with which negotiations wereoriginally commenced; or (iii)****any electionof directors of the Company occurs (whether by the directors then in office orby the shareholders at a meeting or by written consent) where a majority of thedirectors in office following such election are individuals who were notnominated by a vote of two-thirds of the members of the board of directorsimmediately preceding such election; or (iv) either the Company or the Bankeffectuates a complete liquidation.

3.3           TakeoverTransaction.** **A “Takeover Transaction”shall mean:

(a)           Theacquisition of voting securities of the Company by any individual, entity orgroup (within the meaning of Section 13(d)(3) or 14(d)(2) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”)), other than by theCompany or its subsidiaries or any employee benefit plan (or related trust) ofthe 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 outstandingshares of voting securities of the Company, if such acquisition results in suchindividual, entity or group owning securities representing more than 30% of thevoting power of all outstanding voting securities of the Company; provided,that any acquisition by a corporation with respect to which, following suchacquisition, more than 50% of the then outstanding shares of voting securitiesof such corporation, is then beneficially owned, directly or indirectly, by allor substantially all of the individuals and entities who were the beneficialowners of the voting securities of the Company outstanding immediately prior tosuch acquisition in substantially the same proportion as their ownership,immediately prior to such acquisition, of the outstanding voting securities ofthe Company, shall not constitute a Change in Control; or

(b)           Theissuance of additional shares of common stock of the Company or the Bank, asapplicable, in a single transaction or a series of related transactions if theindividuals and entities who were the beneficial owners of the outstandingvoting securities of the Company or the Bank, as applicable, immediately priorto such issuance do not, following such issuance, beneficially own, directly orindirectly, securities representing more than 50% of the voting power of allthen outstanding voting securities of the Company or the Bank, as applicable;or

(c)           Consummationby the Company or the Bank of (i) a reorganization, merger or consolidation, ineach case, with respect to which all or substantially all of the individualsand entities who were the beneficial owners of the voting securities of suchentity immediately prior to such reorganization, merger or consolidation donot, following such reorganization, merger or consolidation, beneficially own,directly or indirectly, securities 

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representing more than 50% of the votingpower of then outstanding voting securities of the corporation resulting fromsuch a reorganization, merger or consolidation, or (ii) the sale, exchange orother disposition (in one transaction or a series of related transactions) ofall 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 withsuch entity, or (iii) the sale by the Company in one transaction or in a seriesof related transactions of voting securities of the Bank such that followingsuch transaction or transactions the Company no longer beneficially owns,directly or indirectly, securities representing more than 50% of the votingpower of the then outstanding voting securities of the Bank.

For purposes of thisSection 3.3, “voting power” means ordinary voting power for the election ofdirectors.

3.4           TerminatingEvent.  A “Terminating Event” means either:

(a)           Termination by the Company or theBank of Executive’s employment for any reason other than (i) Executive’s deathor disability or (ii) for “Cause” (as such term is defined in Section 3.5hereof), or

(b)           Executive’s resignation as anemployee of the Company and the Bank, other than for reasons of disability,following (i) a significant reduction in the nature or scope of Executive’sduties, responsibilities, authority and powers from the duties,responsibilities, authority and powers exercised by him immediately prior tothe Change in Control; or (ii) a greater than 10% reduction in Executive’sannual base salary or fringe benefits as in effect on the date of the Change inControl; 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 Company or the Bank thatthe location at which Executive performs the principal duties of the Company orthe Bank be outside a radius of 50 miles from the location at which heperformed such duties immediately prior to the Change in Control; or (iv) thefailure of any successor of the Company or the Bank to agree in writing uponterms and conditions of employment with Executive which are substantiallysimilar to those of his employment immediately prior to the Change in Control(whereby he shall report directly to the chief executive officer of suchsuccessor entity) 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, terminationfor Cause shall include termination by reason of any of the following:

(a)           Continuing any arrangement, holdingany position or engaging in any activities that conflict with the interest of,or that interfere with Executive’s duties owed to, the Company or the Bank,after ten (10) days prior written notice by the Company or the Bank, asapplicable, to him of the same;

(b)           Conviction of embezzlement or othercrimes against the Company or the Bank, deliberate misappropriation of theCompany’s or the Bank’s funds or dishonesty;

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(c)           Material violation of writtenpolicies of the Company or the Bank, irresponsible acts in the performance ofExecutive’s duties or material breach of any of his obligations under the termsof this Agreement;

(d)           Material non-performance of Executive’sduties or material acts (or omissions) of mismanagement; and

(e)           Refusal to perform assigned dutieswhen such refusal is not justified or excused either by the terms of thisAgreement or by actions taken by the Company or the Bank in violation of thisAgreement.

3.6           Payment in Connection WithTerminating Event.  If a Terminating Event occurs within one (1)year after a Change in Control (which one year period shall be calculated fromthe effective date of the Takeover Transaction if the Terminating Event occursafter a Takeover Transaction), the Bank will pay to Executive (a) an amountequal to any base salary and bonus earned on account of services performedprior to the Terminating Event which have not been previously paid andExecutive’s pro-rated bonus to the date of the Terminating Event under the Bank’sCash Incentive Plan, or any successor plan, based on the “Target Bonus” for theyear in which the Terminating Event occurs (the “Past Service Amount”) and (b)an amount (the “Severance Payment”) equal to two times the sum of (i) Executive’sannual base salary in effect at the time of the Change in Control plus (ii) theamount of Executive’s “Target Bonus” for the year in which the Change inControl occurs, which Past Service Amount and Severance Payment shall bepayable in one lump sum within 30 days of the date of termination of Executive’semployment, or if such Change in Control is governed by clause (ii) of Section3.2 and the Terminating Event occurs prior to entering into a definitiveagreement, upon the entering into of a definitive agreement by theCompany.  In addition, the Bank shallcontinue to pay for all medical, dental and life insurance coverage provided onthe date of termination and life insurance benefits on the same cost-sharingbasis as prior to the Terminating Event for the twenty-four month periodcommencing on the effective date of the Terminating Event.  The Bank shall also provide Executive withoutplacement assistance for a period of twelve months at no charge.  No Past Service Amount or Severance Paymentwill be paid to Executive under Section 3 if his employment with the Company orthe Bank terminates for any reason prior to a Change in Control (except as maybe provided below), or if his employment with the Company terminates after aChange in Control but such termination or resignation is not a TerminatingEvent.  In addition, except as providedin Section 2, no Past Service Amount or Severance Payment will be paid toExecutive under Section 3.6 of this Agreement with respect to a TerminatingEvent which occurs more than one year after a Change in Control (which one yearperiod shall be calculated from the effective date of the Takeover Transactionif the Terminating Event occurs after a Takeover Transaction).  Notwithstanding the foregoing, if a Change ofControl resulting from a Takeover Transaction as described in Section 3.2(ii)occurs and Executive is terminated without Cause prior to the closing of theTakeover Transaction under circumstances where a Severance Benefit under Section2.1 would be payable, Executive shall be entitled to receive the Past ServiceAmount and a Severance Payment calculated under this Section 3.6 and anypayments previously made under Section 2.1 shall be credited against theCompany’s or the Bank’s obligation under this Section 3.6.

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3.7           Applicability of Change in ControlProvisions.  The provisions ofSection 3****shall terminate upon the earliest of(i) the termination by the Company or the Bank of Executive’s employment forany reason prior to a Change in Control, (ii) the termination of Executive’semployment by the Company or the Bank after a Change in Control because ofdeath or disability or for Cause, (iii) Executive’s resignation or terminationof employment with the Company or the Bank for any reason other than GoodReason prior to a Change in Control, and (iv) Executive’s resignation ortermination of employment after a Change in Control on or after the firstanniversary of the Takeover Transaction or events specified in Sections3.2(iii) or (iv).

3.8           Excise Tax Equalization Payment.  In the event that Executive becomes entitledto a Severance Payment or any other payment or benefit under this Agreement, orunder any other agreement with or plan of the Bank (in the aggregate, the “TotalPayments”), if any of the Total Payments will be subject to the tax (the “ExciseTax”) imposed by Section 4999 of the Code (or any similar tax that mayhereafter be imposed), the Bank shall pay to Executive in cash an additionalamount (the “Gross-Up Payment”) such that the net amount retained by him afterdeduction of any Excise Tax upon the Total Payments and any Federal, state andlocal income tax and Excise Tax upon the Gross-Up Payment provided for by thisSection 3.8 (including FICA and FUTA), shall be equal to the TotalPayments.  Such payment shall be made bythe Bank to Executive as soon as practical following the effective date of theTerminating Event, but in no event beyond thirty (30) days from such date.

3.9           Tax Computation.  For purposes of determining whether any ofthe Total Payments will be subject to the Excise Tax and the amounts of suchExcise Tax:

(a)           Anyother payments or benefits received or to be received by Executive inconnection 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 Bank, or with any person (which shall havethe 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 inControl or any person affiliated with the Bank or such persons) shall betreated as “parachute payments” within the meaning of Section 280G(b)(1) of theCode, and all “excess parachute payments” within the meaning of Section280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinionof tax counsel as supported by the Bank’s independent auditors and acceptableto Executive, such other payments or benefits (in whole or in part) do notconstitute parachute payments, or unless such excess parachute payments (inwhole or in part) represent reasonable compensation for services actuallyrendered within the meaning of Section 280G(b)(4) of the Code in excess of thebase amount within the meaning of Section 280G (b)(3) of the Code, or areotherwise not subject to the Excise Tax;

(b)           Theamount of the Total Payments which shall be treated as subject to the ExciseTax shall be equal to the lesser of:  (i)the total amount of the Total Payments; (or (ii) the amount of excess parachutepayments within the meaning of Section 280G(b)(1) (after applying clause (a)above); and

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(c)           Thevalue of any noncash benefits or any deferred payment or benefit shall bedetermined by the Company’s independent auditors in accordance with theprinciples of Sections 280G(d)(3) and (4) of the Code.

For purposes of determining the amount of theGross-Up Payment, Executive shall be deemed to pay Federal income taxes at thehighest marginal rate of Federal income taxation in the calendar year in whichthe Gross-Up Payment is to be made, and state and local income taxes at thehighest marginal rate of taxation in the state and locality of his residence onthe effective date of the Terminating Event, net of the maximum reduction inFederal income taxes which could be obtained from deduction of such state andlocal taxes.

3.10         Subsequent Recalculation.  In the event the Internal Revenue Serviceadjusts the computation of the Bank under Section 3.9 herein so that Executivedid not receive the greatest net benefit, the Bank shall reimburse him for thefull amount necessary to make him whole, plus a market rate of interest, asdetermined by the Compensation Committee of the Board.

3.11         Dispute Resolution.** **If any dispute between the Bankand Executive as to any of the amounts to be determined under Sections 3.8 or3.9, or the method of calculating such amounts, cannot be resolved by Executiveand the Bank, either the Bank or Executive after giving three (3)****days written notice to the other, may refer the dispute toa partner in the Boston, Massachusetts office of a firm of independentcertified public accountants selected jointly by Executive and the Bank.  The determination of such partner as to theamount to be determined under Section 3.8 and 3.9 and the method of calculatingsuch amounts shall be final and binding on Executive, the Company and theBank.  The Bank shall bear the costs ofany such determination.  The Companyshall have the same rights and obligations as the Bank under this Section 3.11in the event of a dispute between the Company and Executive.

4.             Miscellaneous.

4.1           ConfidentialInformation.  Unless Executive first secures the Company’sconsent, he shall not disclose or use, at any time either during or subsequentto his employment by the Company or the Bank, except as required by his dutiesto the Company or Bank, any secret or confidential information of the Companyor the Bank of which Executive becomes informed during his employment, whetheror not developed by him.  The term “confidentialinformation” includes, without limitation, financial information, businessplans, prospects, and opportunities (such as lending relationships, financialproduct developments, or possible acquisitions or dispositions of business orfacilities) which have been discussed or considered by the Company’s or theBank’s management, but does not include any information which has become partof the public domain by means other than Executive’s non-observance of hisobligations hereunder.

4.2           Non-Competition.  During Executive’s employment by the Company or the Bankhereunder, and during a period of one (1) year following the date oftermination 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 throughany Person (as hereafter defined),

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(a)           attempt to recruit any employee ofthe Company or the Bank, assist in such hiring by any other Person, orencourage any such employee to terminate his or her relationship with theCompany or the Bank, or

(b)           encourage any customer of the Companyor the Bank to conduct with any other Person any business or activity whichsuch customer conducts or could conduct with the Company or the Bank.

For purposes of thisSection 4.2, the term “Person” shall mean an individual, a corporation, anassociation, a partnership, an estate, a trust and any other entity ororganization.

4.3           No ConflictingObligations.  The Company and the Bank, in entering intothis Agreement, understand, and Executive hereby represents, that he is notunder any obligation to any former employer or any person, firm or corporationthat would prevent, limit or impair, in any way, the performance by Executiveof his duties as an employee of the Company or the Bank.

4.4           Ethical Behavior.  Upon termination by the Company or the Bankof Executive’s employment for any reason, Executive shall act at all times inan ethical manner with regard to the Company and the Bank, and during theone-year period following the date of such termination, shall take no actionwhich directly or indirectly could reasonably be expected to have the effect ofterminating or otherwise adversely affecting the relationship of the Company orthe Bank with any employee of, or others with business or advantageousrelationships 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 benet of any tax or other amounts required to be withheld by the Company or theBank under applicable law.

4.6           Legal Fees.** **Uponsubmission of appropriate statements or documentation, the  Company and the Bank jointly and severallyagree to reimburse Executive for reasonable legal fees actually incurred by himin connection with the enforcement of the terms of this Agreement following aChange in Control, *provided,**however,* that neither the Company nor the Bank shall beobligated to reimburse Executive for any legal fees or expenses incurred by himin connection with the Company’s or the Bank’s enforcement of the terms of thisAgreement or in connection with any arbitration or litigation in which theCompany or the Bank is the prevailing party.

4.7           Binding Effect. This Agreement is binding upon and will inure to the benefit of theparties hereto and their respective heirs, administrators, executors,successors and assigns.  The Company andthe Bank will require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Company or the Bank, as the case may be, to assumeexpressly and perform this Agreement. Failure of the Company or the Bank, as applicable, to obtain suchassumption and agreement prior to the effectiveness of any such successionshall be a breach of this Agreement and shall entitle Executive to compensationfrom the Bank in the same amount and on the same terms as he would be entitledto hereunder following a Terminating Event, except that for purposes of 

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implementing theforegoing, the date on which any such succession becomes effective shall bedeemed the date on which Executive becomes entitled to such compensation fromthe Bank.  As used in this Agreement, “Bank”shall mean the Bank, as hereinbefore defined and any successor to its businessand/or assets as aforesaid which assumes and agrees to perform this Agreementby operation of law, or otherwise.

4.8           Arbitration ofDisputes.  Any dispute, controversy or claim arising outof or relating to this Agreement or the breach or performance hereof will besettled by arbitration in accordance with the laws of the State of Rhode Islandby an arbitrator mutually agreed upon by Executive and the Company and/or theBank.  If an arbitrator cannot be agreedupon, Executive shall choose an arbitrator and the Company and/or the Bankshall choose an arbitrator, and these two together shall select a thirdarbitrator.  If the first two arbitratorscannot agree on the appointment of a third arbitrator, then the thirdarbitrator will be appointed by the American Arbitration Association inProvidence, Rhode Island.  Sucharbitration will be conducted in the City of Providence in accordance with theCommercial Arbitration Rules of the American Arbitration Association, exceptwith respect to the selection of arbitrators which shall be as provided in thisSection 4.8.  Judgment upon the awardrendered 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 indemnifyExecutive and hold him harmless fully, completely, and absolutely against andin respect to any and all actions, suits, proceedings, claims, demands, judgments,costs, expenses (including attorney’s fees), losses, and damages resulting fromhis good faith performance of his duties and obligations under the terms ofthis Agreement.

4.10         Release.  Executive agrees, as a condition to receiptof payments and benefits under Sections 2.1, 3.6 and/or 3.8 hereof, thathe will execute a release agreement in form reasonably satisfactory to theCompany, releasing and waiving any and all claims against the Company, itssubsidiaries and affiliates other than the right of the Executive to enforcethis Agreement and other than claims arising after the effective date of therelease provided that, without limiting the generality of the foregoing, suchrelease shall specifically exclude each of the following:  (i) any claims arising out of the Executive’sstatus as a shareholder or investor in the Company; (ii) any rights Executivemay have under COBRA; (iii) any claims Executive may have to any ownershipinterest in the Company, including but not limited to claims to vested ornon-vested stock, restricted stock or stock options; (iv) Executive’s abilityto file claims for vested benefits, if any, under any and all employee benefitplans of the Company or the Bank including without limitation the variousSupplemental Executive Retirement Plans in which Executive is a participant andthe various insurance and disability benefit plans of the Company or the Bank;(v) Executive’s right to continued coverage under any Bank or Company-sponsoredlife insurance policy applicable to Executive’s life as provided under any suchpolicy or any plan or program of the Company or the Bank; (vi) Executive’sright to any funds being held for Executive’s benefit or in Executive’s nameunder any deferred compensation programs of the Company or the Bank; (vii)Executive’s eligibility for indemnification in accordance with the provisionsof Section 4.9 of this Agreement or with the Company’s Articles ofIncorporation or corporate by-laws or under applicable law or any rightsExecutive may have under any applicable insurance policy with respect to anyliability Executive may incur or may have 

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incurred as an employeeor officer of the Bank or the Company; or (viii) any right Executive may haveto obtain contribution as permitted by law in the event of entry of judgmentagainst Executive as a result of any act or failure to act for which Executiveand the Company or the Bank, or any agent of the Company or the Bank, arejointly liable.

4.11         Guaranty.  The Company hereby guarantees the due andpunctual performance in full by the Bank of its covenants, agreements andobligations contained herein.

4.12         Entire Agreement.  This Agreement constitutes the entireagreement and understanding between the parties hereto in respect of thesubject matter hereof and supersedes any prior or contemporaneous agreement orunderstanding between the parties, written or oral, which relates to thesubject matter hereof.

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IN WITNESSWHEREOF, the parties have executed this Agreement on the 20th day of February, 2007.
|        | BANK RHODE ISLAND          |
|--------|----------------------------|
|   |                       |   |   |
|   | By:                        |   | /s/ Merrill W. Sherman |
|   |                       |   | Merrill W. Sherman |
|   |                       |   | President and Chief Executive Officer |
|   |                       |   |   |
|   |                       |   |   |
|   | BANCORP RHODE ISLAND, INC. |
|   |                       |
|   | By:                        |   | /s/ Merrill W. Sherman |
|   |                       |   | Merrill W. Sherman |
|   |                       |   | President and Chief Executive Officer |
|   |                       |   |   |
|   |                       |   |   |
|   | EXECUTIVE                  |
|   |                       |
|   | /s/ James V. DeRentis      |
|   | James V. DeRentis          |

 

13

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