##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1937
 For the transition period from  to
 Commission File No. 001-16101
 BANCORP RHODE ISLAND, INC.
  Rhode Island
    
    05-0509802(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification No.)
 ONE TURKS HEAD PLACE, PROVIDENCE, RI 02903
 (Registrants telephone number, including area code)
 
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 Yes o No þ
  Common Stock  Par Value $0.01
    
    4,599,494 shares(class)
    
    (outstanding)




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##### 



Bancorp Rhode Island, Inc.
Quarterly Report on Form 10-Q
Table of Contents
 Description
    
    Page NumberCover Page
    
    
    1Table of Contents
    
    
    2Part I  Financial InformationItem 1. Financial Statements (unaudited)Consolidated Balance Sheets
    
    
    3Consolidated Statements of Operations
    
    
    4Consolidated Statements of Changes in Shareholders Equity
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Condensed Notes to Consolidated Financial Statements
    
    
    7-14Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    15-30Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    32Part II  Other InformationItem 1. Legal Proceedings
    
    
    33Item 1A. Risk Factors
    
    
    33Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3. Defaults Upon Senior Securities
    
    
    33Item 4. Submission of Matters to a Vote of Security Holders
    
    
    33Item 5. Other Information
    
    
    33Item 6. Exhibits
    
    
    34Signature Page
    
    
    35Exhibit 10.6(a)Exhibit 12.1Exhibit 12.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
 Special Note Regarding Forward Looking Statements
     2




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##### Table of Contents



BANCORP RHODE ISLAND, INC.
 
 Consolidated Balance Sheets (unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)ASSETS:Cash and due from banks
    
    $
    17,949
    
    
    $
    54,344Overnight investments
    
    
    715
    
    
    
    1,113Total cash and cash equivalents
    
    
    18,664
    
    
    
    55,457Available for sale securities (amortized cost of $355,045 and $325,767,
respectively)
    
    
    356,681
    
    
    
    326,406Stock in Federal Home Loan Bank of Boston
    
    
    15,671
    
    
    
    15,671Loans and leases receivable:Commercial loans and leases
    
    
    686,662
    
    
    
    658,422Residential mortgage loans
    
    
    203,800
    
    
    
    212,665Consumer and other loans
    
    
    214,836
    
    
    
    206,655Total loans and leases receivable
    
    
    1,105,298
    
    
    
    1,077,742Allowance for loan and lease losses
    
    
    (15,423
    )
    
    
    (14,664
    )Net loans and leases receivable
    
    
    1,089,875
    
    
    
    1,063,078Premises and equipment, net
    
    
    12,401
    
    
    
    12,641Goodwill, net
    
    
    12,051
    
    
    
    12,019Accrued interest receivable
    
    
    4,834
    
    
    
    5,240Investment in bank-owned life insurance
    
    
    29,054
    
    
    
    28,765Prepaid expenses and other assets
    
    
    9,632
    
    
    
    9,697Total assets
    
    $
    1,548,863
    
    
    $
    1,528,974LIABILITIES:Deposits:Demand deposit accounts
    
    $
    169,679
    
    
    $
    176,495NOW accounts
    
    
    63,013
    
    
    
    56,703Money market accounts
    
    
    7,056
    
    
    
    4,445Savings accounts
    
    
    396,492
    
    
    
    381,106Certificate of deposit accounts
    
    
    419,621
    
    
    
    423,443Total deposits
    
    
    1,055,861
    
    
    
    1,042,192Overnight and short-term borrowings
    
    
    43,740
    
    
    
    57,676Wholesale repurchase agreements
    
    
    10,000
    
    
    
    10,000Federal Home Loan Bank of Boston borrowings
    
    
    253,374
    
    
    
    238,936Subordinated deferrable interest debentures
    
    
    13,403
    
    
    
    13,403Other liabilities
    
    
    21,523
    
    
    
    17,162Total liabilities
    
    
    1,397,901
    
    
    
    1,379,369SHAREHOLDERS EQUITY:Preferred stock, par value $0.01 per share, authorized 1,000,000 shares,
liquidation preference $1,000 per share:Issued and outstanding: Issued: 30,000 and 30,000 shares, respectively
    
    
    28,656
    
    
    
    28,595Common stock, par value $0.01 per share, authorized 11,000,000 shares:Issued: 4,962,727 shares and 4,926,920 shares, respectively
    
    
    50
    
    
    
    49Additional paid-in capital
    
    
    73,978
    
    
    
    73,323Treasury stock, at cost (364,750 and 352,250 shares, respectively)
    
    
    (12,309
    )
    
    
    (12,055
    )Retained earnings
    
    
    59,524
    
    
    
    59,278Accumulated other comprehensive income, net
    
    
    1,063
    
    
    
    415Total shareholders equity
    
    
    150,962
    
    
    
    149,605Total liabilities and shareholders equity
    
    $
    1,548,863
    
    
    $
    1,528,974
 See accompanying notes to unaudited consolidated financial statements
  3




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BANCORP
RHODE ISLAND, INC.
 
 Consolidated Statements of Operations (unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008(In thousands, exceptper share data)Interest and dividend income:Overnight investments
    
    $
    9
    
    
    $
    197Mortgage-backed securities
    
    
    3,403
    
    
    
    3,232Investment securities
    
    
    451
    
    
    
    701Federal Home Loan Bank of Boston stock dividends
    
    
    
    
    
    
    237Loans and leases
    
    
    14,697
    
    
    
    16,165Total interest and dividend income
    
    
    18,560
    
    
    
    20,532Interest expense:Deposits
    
    
    4,494
    
    
    
    6,692Overnight and short-term borrowings
    
    
    27
    
    
    
    431Wholesale repurchase agreements
    
    
    133
    
    
    
    135Federal Home Loan Bank of Boston borrowings
    
    
    2,625
    
    
    
    2,720Subordinated deferrable interest debentures
    
    
    199
    
    
    
    250Total interest expense
    
    
    7,478
    
    
    
    10,228Net interest income
    
    
    11,082
    
    
    
    10,304Provision for loan and lease losses
    
    
    1,610
    
    
    
    285Net interest income after provision for loan and lease losses
    
    9,472
    
    
    
    10,019Noninterest income:Service charges on deposit accounts
    
    
    1,210
    
    
    
    1,435Loan related fees
    
    
    399
    
    
    
    163Income from bank-owned life insurance
    
    
    289
    
    
    
    255Commissions on nondeposit investment products
    
    
    156
    
    
    
    210Gain on sale of available for sale securities
    
    
    61
    
    
    
    242Net gains on lease sales and commissions on loans originated for others
    
    29
    
    
    
    219Other income
    
    
    213
    
    
    
    379Total noninterest income
    
    
    2,357
    
    
    
    2,903Noninterest expense:Salaries and employee benefits
    
    
    5,153
    
    
    
    5,139Occupancy
    
    
    956
    
    
    
    865Professional services
    
    
    698
    
    
    
    635Data processing
    
    
    620
    
    
    
    719FDIC insurance
    
    
    387
    
    
    
    100Marketing
    
    
    315
    
    
    
    364Equipment
    
    
    241
    
    
    
    308Loan servicing
    
    
    159
    
    
    
    167Loan workout and other real estate owned
    
    
    128
    
    
    
    156Other expenses
    
    
    966
    
    
    
    1,007Total noninterest expense
    
    
    9,623
    
    
    
    9,460Income before income taxes
    
    
    2,206
    
    
    
    3,462Income tax expense
    
    
    743
    
    
    
    1,136Net income
    
    
    1,463
    
    
    
    2,326Preferred stock dividends
    
    
    (375
    )
    
    
    Accretion of preferred shares discount
    
    
    (61
    )
    
    
    Net income applicable to common shares
    
    $
    1,027
    
    
    $
    2,326Per share data:Basic earnings per common share
    
    $
    0.22
    
    
    $
    0.51Diluted earnings per common share
    
    $
    0.22
    
    
    $
    0.50Cash dividends declared per common share
    
    $
    0.17
    
    
    $
    0.16Weighted average common shares outstanding  basic
    
    
    4,590
    
    
    
    4,557Weighted average common shares outstanding  diluted
    
    
    4,610
    
    
    
    4,639
 See accompanying notes to unaudited consolidated financial statements
  4




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BANCORP RHODE ISLAND, INC.
 
 Consolidated Statements of Changes in Shareholders Equity (unaudited)
 AccumulatedOtherCompre-Additional
    
    
    
    
    
    
    
    
    
    
    hensivePreferred
    
    
    Common
    
    
    Paid-in
    
    
    Treasury
    
    
    Retained
    
    
    IncomeThree months ended March 31,
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    (Loss)
    
    
    Total(In thousands, except per share data)2008Balance at December 31, 2007
    
    $
    
    
    
    $
    49
    
    
    $
    70,123
    
    
    $
    (10,189
    )
    
    $
    53,194
    
    
    $
    (69
    )
    
    $
    113,108Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,326
    
    
    
    
    
    
    
    2,326Other comprehensive income:Unrealized holding gains on
securities available for sale,
net of taxes of $(592)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,098
    
    
    
    1,098Reclassification adjustment,
net of taxes of $85
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (157
    )
    
    
    (157
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,267Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    431Macrolease acquisition
    
    
    
    
    
    
    
    
    
    
    362
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362Stock repurchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,866
    )
    
    
    
    
    
    
    
    
    
    
    (1,866
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68Tax benefit from exercise of stock
options
    
    
    
    
    
    
    
    
    
    
    178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    178Dividends on common stock ($0.16
per common share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (717
    )
    
    
    
    
    
    
    (717
    )Balance at March 31, 2008
    
    $
    
    
    
    $
    49
    
    
    $
    71,162
    
    
    $
    (12,055
    )
    
    $
    54,803
    
    
    $
    872
    
    
    $
    114,8312009Balance at December 31, 2008
    
    $
    28,595
    
    
    $
    49
    
    
    $
    73,323
    
    
    $
    (12,055
    )
    
    $
    59,278
    
    
    $
    415
    
    
    $
    149,605Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,463
    
    
    
    
    
    
    
    1,463Other comprehensive income:Unrealized holding gains on
securities available for sale,
net of taxes of $(370)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    688
    
    
    
    688Reclassification adjustment for
net gains included in net
income, net of taxes of $21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40
    )
    
    
    (40
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,111Exercise of stock options
    
    
    
    
    
    
    1
    
    
    
    412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    413Macrolease acquisition
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78Stock repurchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (254
    )
    
    
    
    
    
    
    
    
    
    
    (254
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77Tax benefit from exercise of stock
options
    
    
    
    
    
    
    
    
    
    
    88
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88Preferred stock discount amortization
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61
    )
    
    
    
    
    
    
    Dividends on preferred stock ($12.50
per preferred share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    (375
    )Dividends on common stock ($0.17
per common share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (781
    )
    
    
    
    
    
    
    (781
    )Balance at March 31, 2009
    
    $
    28,656
    
    
    $
    50
    
    
    $
    73,978
    
    
    $
    (12,309
    )
    
    $
    59,524
    
    
    $
    1,063
    
    
    $
    150,962
 See accompanying notes to unaudited consolidated financial statements
  5




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BANCORP RHODE ISLAND, INC.
 
 Consolidated Statements of Cash Flows (unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008(In thousands)Cash flows from operating activities:Net income
    
    $
    1,463
    
    
    $
    2,326Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation, amortization and accretion, net
    
    
    (1,367
    )
    
    
    (576
    )Provision for loan and lease losses
    
    
    1,610
    
    
    
    285Income from bank-owned life insurance
    
    
    (289
    )
    
    
    (255
    )Share-based compensation expense
    
    
    77
    
    
    
    68Net gains on lease sales
    
    
    (22
    )
    
    
    (173
    )Gain on sale of available for sale securities
    
    
    (61
    )
    
    
    (242
    )Gain on sale of other real estate owned
    
    
    (17
    )
    
    
    Proceeds from sales of leases
    
    
    1,122
    
    
    
    5,483Leases originated for sale
    
    
    (944
    )
    
    
    (3,763
    )Decrease in accrued interest receivable
    
    
    406
    
    
    
    896(Increase) decrease in prepaid expenses and other assets
    
    
    (444
    )
    
    
    288Decrease in other liabilities
    
    
    (593
    )
    
    
    (1,873
    )Net cash provided by operating activities
    
    
    941
    
    
    
    2,464Cash flows from investing activities:Available for sale securities:Purchases
    
    
    (76,520
    )
    
    
    (61,072
    )Maturities and principal repayments
    
    
    50,411
    
    
    
    47,324Proceeds from sales
    
    
    1,880
    
    
    
    13,109Net (increase) decrease in loans and leases
    
    
    (26,964
    )
    
    
    12,407Capital expenditures for premises and equipment
    
    
    (135
    )
    
    
    (131
    )Proceeds from sale of premises and equipment
    
    
    
    
    
    
    34Proceeds from sale of other real estate owned
    
    
    332
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (50,996
    )
    
    
    11,671Cash flows from financing activities:Net increase in deposits
    
    
    13,669
    
    
    
    23,450Net decrease in overnight and short-term borrowings
    
    
    (13,936
    )
    
    
    (17,851
    )Proceeds from long-term borrowings
    
    
    15,190
    
    
    
    10,000Repayment of long-term borrowings
    
    
    (752
    )
    
    
    (6,753
    )Exercise of stock options
    
    
    413
    
    
    
    431Repurchase of common stock
    
    
    (254
    )
    
    
    (1,866
    )Tax benefit from exercise of stock options
    
    
    88
    
    
    
    178Dividends on preferred stock
    
    
    (375
    )
    
    
    Dividends on common stock
    
    
    (781
    )
    
    
    (717
    )Net cash provided by financing activities
    
    
    13,262
    
    
    
    6,872Net (decrease) increase in cash and cash equivalents
    
    
    (36,793
    )
    
    
    21,007Cash and cash equivalents at beginning of period
    
    
    55,457
    
    
    
    37,562Cash and cash equivalents at end of period
    
    $
    18,664
    
    
    $
    58,569Supplementary Disclosures:Cash paid for interest
    
    $
    7,598
    
    
    $
    10,932Cash paid for income taxes
    
    
    167
    
    
    
    1,205Non-cash investing and financing transactions:Change in accumulated other comprehensive income, net of taxes
    
    
    648
    
    
    
    941Purchase of investment securities not yet settled
    
    
    5,000
    
    
    
    5,000Transfer of leases held for sale to loans and leases receivable
    
    
    
    
    
    
    474Contingent share payments related to Macrolease acquisition
    
    
    78
    
    
    
    247Transfer of loans to other real estate owned
    
    
    155
    
    
    
    
 See accompanying notes to unaudited consolidated financial statements
  6




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BANCORP RHODE ISLAND, INC.
 
 Notes to Consolidated Financial Statements (unaudited)
 (1) Basis of Presentation
      (2) Earnings Per Share
   7




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(3) Recently Adopted Accounting Pronouncements
 Business Combinations (Revised 2007). Business Combinations, Accounting for Costs Associated with Exit or
Disposal Activities  Accounting for Contingencies 
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133. Accounting
for Derivative Instruments and Hedging Activities, Note 5  Derivatives.
 Determining Whether
Instruments Granted In Share-Based Payment Transactions Are Participating Securities
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies.
  8




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(4) Recent Accounting Pronouncements
 The Hierarchy of Generally Accepted Accounting
Principles. The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly.
 Recognition and Presentation of
Other-Than-Temporary Impairments
 Interim Disclosures about Fair Value of
Financial Instruments.
 (5) Derivatives
 Accounting for Derivative Instruments and Hedging Activities,
  9




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##### Table of Contents



Asset Derivatives
    
    
    Liability DerivativesAs of
    
    
    As of
    
    
    
    
    
    
    As of
    
    
    As ofMarch 31,
    
    
    December 31,
    
    
    
    
    
    
    March 31,
    
    
    December 31,2009
    
    
    2008
    
    
    
    
    
    
    2009
    
    
    2008Balance
    
    
    
    
    
    
    
    
    
    
    BalanceSheet
    
    
    
    
    
    
    
    
    
    
    Sheet(In thousands)
    
    Location
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueDerivatives not
designated as hedging
instruments under
SFAS No. 133Interest rate products
    
    Other assets
    
    $
    921
    
    
    $
    482
    
    
    Other liabilities
    
    $
    933
    
    
    $
    431Total derivatives not
designated as hedging
instruments under
SFAS No. 133
    
    
    
    
    
    $
    921
    
    
    $
    482
    
    
    
    
    
    
    $
    933
    
    
    $
    431
    10




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##### Table of Contents



Amount of Gain or (Loss) Recognized inDerivatives Not Designated as
    
    Location of Gain or (Loss)
    
    
    Income on Derivative(1)Hedging Instruments Under SFAS
    
    Recognized in Income on
    
    
    Three Months Ended March 31,No. 133
    
    Derivative
    
    
    2009
    
    
    2008(In thousands)Interest Rate Products
    
    Loan related fees
    
    $
    253
    
    
    $
    Total
    
    
    
    
    
    $
    253
    
    
    $
    
 (1)
    
    The amount of gain or (loss) recognized in income represents net fee income and
changes related to the fair value of the interest rate products.    (6) Fair Value of Financial Instruments
 Fair Value Measurements. Effective Date of FASB Statement No. 157.
   11




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##### Table of Contents



Fair Value Measurements at March 31, 2009 UsingQuoted Prices in
    
    
    Significant
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Otherfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(In thousands)
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Available for sale securities
    
    $
    356,681
    
    
    
    
    
    
    $
    355,961
    
    
    $
    720Interest rate swap assets
    
    
    921
    
    
    
    
    
    
    
    921
    
    
    
    Interest rate swap liabilities
    
    
    933
    
    
    
    
    
    
    
    933
    
    
    
    
 Fair Value Measurements at December 31, 2008 UsingQuoted Prices in
    
    
    Significant
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Otherfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(In thousands)
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Available for sale securities
    
    $
    326,406
    
    
    
    
    
    
    $
    324,926
    
    
    $
    1,480Interest rate swap assets
    
    
    482
    
    
    
    
    
    
    
    482
    
    
    
    Interest rate swap liabilities
    
    
    431
    
    
    
    
    
    
    
    431
    
    
    
    
  12




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##### Table of Contents



Note 5 
Derivatives.
  Fair Value Measurements Using SignificantUnobservable Inputs(In thousands)

    
    2009
    
    
    2008Available for sale securitiesBalance, January 1
    
    $
    1,480
    
    
    $
    974Increase in unrealized holding losses
    
    
    (760
    )
    
    
    (85
    )Transfers to Level 3
    
    
    
    
    
    
    Balance, March 31
    
    $
    720
    
    
    $
    889
   13




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##### Table of Contents



Fair Value Measurements at March 31, 2009 UsingQuoted Prices in
    
    
    Significant
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Otherfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(In thousands)
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Impaired loans
    
    $
    3,441
    
    
    
    
    
    
    $
    3,441
    
    
    $
    Other real estate owned
    
    
    155
    
    
    
    
    
    
    
    155
    
    
    
    
 Fair Value Measurements at March 31, 2008 UsingQuoted Prices in
    
    
    Significant
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Otherfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(In thousands)
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Impaired loans
    
    $
    3,653
    
    
    
    
    
    
    $
    3,653
    
    
    $
    Other real estate owned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  (7) Subsequent Events
   14




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis
  http://www.bankri.com SM
     Rate/Volume Analysis Average Balances, Yields and Costs
 Interest Rate
Risk
  15




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##### Table of Contents



Financial Condition  Asset Quality
      16




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##### Table of Contents



March 31,
    
    
    December 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,(In thousands)
    
    2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008Total assets
    
    $
    1,548,863
    
    
    $
    1,528,974
    
    
    $
    1,489,980
    
    
    $
    1,490,054
    
    
    $
    1,490,720Loans and leases receivable
    
    
    1,105,298
    
    
    
    1,077,742
    
    
    
    1,060,739
    
    
    
    1,060,304
    
    
    
    1,024,901Available for sale securities
    
    
    356,681
    
    
    
    326,406
    
    
    
    333,431
    
    
    
    333,812
    
    
    
    342,512Goodwill
    
    
    12,051
    
    
    
    12,019
    
    
    
    12,019
    
    
    
    12,019
    
    
    
    12,019Transaction accounts (a)
    
    
    636,240
    
    
    
    618,749
    
    
    
    615,085
    
    
    
    662,888
    
    
    
    658,557Certificates of deposit
    
    
    419,621
    
    
    
    423,443
    
    
    
    407,069
    
    
    
    377,626
    
    
    
    379,673Borrowings
    
    
    320,517
    
    
    
    320,015
    
    
    
    338,862
    
    
    
    321,628
    
    
    
    317,099Total shareholders equity
    
    
    150,962
    
    
    
    149,605
    
    
    
    114,226
    
    
    
    113,094
    
    
    
    114,831Common shareholders equity
    
    
    122,306
    
    
    
    121,010
    
    
    
    114,226
    
    
    
    113,094
    
    
    
    114,831Book value per common share
    
    
    26.57
    
    
    
    26.45
    
    
    
    24.97
    
    
    
    24.75
    
    
    
    25.21Tangible book value per common
share
    
    
    23.95
    
    
    
    23.82
    
    
    
    22.34
    
    
    
    22.12
    
    
    
    22.57Tangible common equity ratio
    
    
    7.17
    %
    
    
    7.18
    %
    
    
    6.92
    %
    
    
    6.84
    %
    
    
    6.95
    %Transaction accounts to total
deposits(a)
    
    
    60.3
    %
    
    
    59.4
    %
    
    
    60.2
    %
    
    
    63.7
    %
    
    
    63.4
    %
 (a)
    
    Transaction accounts consist of demand deposit, NOW, money market and savings accounts.    17




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##### Table of Contents



Investments
      Loans and Leases
  Commercial loans and leases 
     18




---



##### Table of Contents



Residential mortgage loans 
 Consumer loans 
  19




---



##### Table of Contents



March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Commercial loans and leases:Commercial real estate  owner occupied
    
    $
    173,691
    
    
    $
    175,472Commercial and industrial
    
    
    177,810
    
    
    
    164,569Commercial real estate  nonowner occupied
    
    
    147,517
    
    
    
    133,782Small business
    
    
    51,200
    
    
    
    50,464Multi-family
    
    
    51,625
    
    
    
    53,159Construction
    
    
    22,405
    
    
    
    22,300Leases and other (a)
    
    
    68,202
    
    
    
    63,799Subtotal
    
    
    692,450
    
    
    
    663,545Unearned lease income
    
    
    (7,833
    )
    
    
    (6,980
    )Net deferred loan origination costs
    
    
    2,045
    
    
    
    1,857Total commercial loans and leases
    
    
    686,662
    
    
    
    658,422Residential mortgage loans:One- to four-family adjustable rate
    
    
    123,749
    
    
    
    126,689One- to four-family fixed rate
    
    
    79,528
    
    
    
    85,057Subtotal
    
    
    203,277
    
    
    
    211,746Premium on loans acquired
    
    
    551
    
    
    
    953Net deferred loan origination fees
    
    
    (28
    )
    
    
    (34
    )Total residential mortgage loans
    
    
    203,800
    
    
    
    212,665Consumer loans:Home equity  term loans
    
    
    132,415
    
    
    
    127,142Home equity  lines of credit
    
    
    79,284
    
    
    
    76,038Unsecured and other
    
    
    1,915
    
    
    
    2,216Subtotal
    
    
    213,614
    
    
    
    205,396Net deferred loan origination costs
    
    
    1,222
    
    
    
    1,259Total consumer loans
    
    
    214,836
    
    
    
    206,655Total loans and leases receivable
    
    $
    1,105,298
    
    
    $
    1,077,742
 (a)
    
    Included within commercial loans and leases were leases held for sale of
$156,000 at December 31, 2008. There were no leases held for sale at March 31,
2009. Deposits
   March 31, 2009
    
    
    December 31, 2008Percent
    
    
    Weighted
    
    
    
    
    
    
    Percent
    
    
    WeightedOf
    
    
    Average
    
    
    
    
    
    
    of
    
    
    AverageAmount
    
    
    Total
    
    
    Rate
    
    
    Amount
    
    
    Total
    
    
    Rate(In thousands)NOW accounts
    
    $
    63,013
    
    
    
    6.0
    %
    
    
    0.08
    %
    
    $
    56,703
    
    
    
    5.5
    %
    
    
    0.10
    %Money market accounts
    
    
    7,056
    
    
    
    0.7
    %
    
    
    0.80
    %
    
    
    4,445
    
    
    
    0.4
    %
    
    
    0.39
    %Savings accounts
    
    
    396,492
    
    
    
    37.5
    %
    
    
    1.08
    %
    
    
    381,106
    
    
    
    36.6
    %
    
    
    1.46
    %Certificate of deposit accounts
    
    
    419,621
    
    
    
    39.7
    %
    
    
    3.16
    %
    
    
    423,443
    
    
    
    40.6
    %
    
    
    3.29
    %Total interest bearing deposits
    
    
    886,182
    
    
    
    83.9
    %
    
    
    1.99
    %
    
    
    865,697
    
    
    
    83.1
    %
    
    
    2.26
    %Noninterest bearing accounts
    
    
    169,679
    
    
    
    16.1
    %
    
    
    0.00
    %
    
    
    176,495
    
    
    
    16.9
    %
    
    
    0.00
    %Total deposits
    
    $
    1,055,861
    
    
    
    100.0
    %
    
    
    1.67
    %
    
    $
    1,042,192
    
    
    
    100.0
    %
    
    
    1.89
    %
   20




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##### Table of Contents



Borrowings
   Asset Quality
  Nonperforming assets 
   Delinquencies 
  March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Loans and leases accounted for on a nonaccrual basis
    
    $
    16,723
    
    
    $
    14,045Loans and leases past due 90 days or more, but still accruing
    
    
    17
    
    
    
    324Restructured loans and leases on a nonaccrual basis
    
    
    
    
    
    
    Total nonperforming loans and leases
    
    
    16,740
    
    
    
    14,369Other real estate owned
    
    
    703
    
    
    
    863Total nonperforming assets
    
    $
    17,443
    
    
    $
    15,232Delinquent loans 60-89 days past due
    
    $
    5,099
    
    
    $
    3,782Restructured loans and leases not included in nonperforming assets
    
    $
    271
    
    
    $
    32Nonperforming loans and leases as a percent of total loans and leases
    
    
    1.51
    %
    
    
    1.33
    %Nonperforming assets as a percent of total assets
    
    
    1.13
    %
    
    
    1.00
    %Delinquent loans and leases 60-89 days past due as a percent of total loans
    
    
    0.46
    %
    
    
    0.35
    %
  21




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##### Table of Contents



Adversely classified assets
  Allowance for Loan and Lease Losses
   22




---



##### Table of Contents



Three MonthsEnded
    
    
    Year EndedMarch 31, 2009
    
    
    December 31, 2008(In thousands)Balance at beginning of period
    
    $
    14,664
    
    
    $
    12,619Loans charged-off:Commercial loans and leases
    
    
    (552
    )
    
    
    (1,186
    )Residential mortgage loans
    
    
    (309
    )
    
    
    (1,235
    )Consumer and other loans
    
    
    (12
    )
    
    
    (168
    )Total loans charged-off
    
    
    (873
    )
    
    
    (2,589
    )Recoveries of loans previously charged-off:Commercial loans and leases
    
    
    12
    
    
    
    79Residential mortgage loans
    
    
    
    
    
    
    4Consumer and other loans
    
    
    10
    
    
    
    31Total recoveries of loans previously charged-off
    
    
    22
    
    
    
    114Net charge-offs
    
    
    (851
    )
    
    
    (2,475
    )Provision for loan and lease losses charged against income
    
    
    1,610
    
    
    
    4,520Balance at end of period
    
    $
    15,423
    
    
    $
    14,664
  March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)Loan categoryCommercial loans and leases
    
    $
    11,387
    
    
    $
    10,708Residential mortgage loans
    
    
    1,240
    
    
    
    1,239Consumer and other loans
    
    
    1,600
    
    
    
    1,609Unallocated
    
    
    1,196
    
    
    
    1,108Total
    
    $
    15,423
    
    
    $
    14,664
    23




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##### Table of Contents



For the three-month periods endedMarch 31,
    
    
    December 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,(In thousands, except per share data)
    
    2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008Income statement data:Net interest income
    
    $
    11,082
    
    
    $
    11,715
    
    
    $
    11,921
    
    
    $
    11,428
    
    
    $
    10,304Noninterest income
    
    
    2,357
    
    
    
    2,881
    
    
    
    2,333
    
    
    
    2,492
    
    
    
    2,903Noninterest expense
    
    
    9,623
    
    
    
    9,510
    
    
    
    9,304
    
    
    
    9,612
    
    
    
    9,460Net income
    
    
    1,463
    
    
    
    2,253
    
    
    
    2,324
    
    
    
    2,241
    
    
    
    2,326Net income applicable to
common shares
    
    
    1,027
    
    
    
    2,195
    
    
    
    2,324
    
    
    
    2,241
    
    
    
    2,326Per share data:Diluted earnings per share
    
    $
    0.22
    
    
    $
    0.48
    
    
    $
    0.50
    
    
    $
    0.48
    
    
    $
    0.50Dividends per common share
    
    $
    0.17
    
    
    $
    0.17
    
    
    $
    0.17
    
    
    $
    0.16
    
    
    $
    0.16Operating ratios:Net interest margin
    
    
    3.08
    %
    
    
    3.29
    %
    
    
    3.34
    %
    
    
    3.24
    %
    
    
    2.97
    %Return on average assets
    
    
    0.39
    %
    
    
    0.59
    %
    
    
    0.62
    %
    
    
    0.61
    %
    
    
    0.64
    %Return on average equity
    
    
    3.95
    %
    
    
    7.72
    %
    
    
    8.20
    %
    
    
    7.90
    %
    
    
    8.23
    %Return on common equity
    
    
    4.88
    %
    
    
    5.09
    %
    
    
    8.20
    %
    
    
    7.90
    %
    
    
    8.23
    %Efficiency ratio
    
    
    71.60
    %
    
    
    65.15
    %
    
    
    65.27
    %
    
    
    69.05
    %
    
    
    71.63
    %
         24




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##### Table of Contents



25




---



##### Table of Contents



Net Interest Income
  Average Balances, Yields and Costs
 For the three months ended March 31,2009
    
    
    2008Interest
    
    
    
    
    
    
    
    
    
    
    InterestAverage
    
    
    Earned/
    
    
    Average
    
    
    Average
    
    
    Earned/
    
    
    Average(In thousands)
    
    Balance
    
    
    Paid
    
    
    Yield
    
    
    Balance
    
    
    Paid
    
    
    YieldAssetsEarning assets:Overnight investments
    
    $
    820
    
    
    $
    9
    
    
    
    4.36
    %
    
    $
    22,766
    
    
    $
    197
    
    
    
    3.48
    %Available for sale securities
    
    
    342,587
    
    
    
    3,854
    
    
    
    4.50
    %
    
    
    317,904
    
    
    
    3,933
    
    
    
    4.95
    %Stock in the FHLB
    
    
    15,671
    
    
    
    
    
    
    
    0.00
    %
    
    
    15,671
    
    
    
    237
    
    
    
    6.08
    %Loans and leases receivable:Commercial loans and leases
    
    
    672,873
    
    
    
    9,707
    
    
    
    5.83
    %
    
    
    575,488
    
    
    
    9,806
    
    
    
    6.85
    %Residential mortgage loans
    
    
    207,807
    
    
    
    2,660
    
    
    
    5.12
    %
    
    
    243,681
    
    
    
    3,296
    
    
    
    5.41
    %Consumer and other loans
    
    
    207,754
    
    
    
    2,330
    
    
    
    4.55
    %
    
    
    214,093
    
    
    
    3,063
    
    
    
    5.75
    %Total earning assets
    
    
    1,447,512
    
    
    
    18,560
    
    
    
    5.17
    %
    
    
    1,389,603
    
    
    
    20,532
    
    
    
    5.93
    %Cash and due from banks
    
    
    28,329
    
    
    
    
    
    
    
    
    
    
    
    26,788Allowance for loan and lease losses
    
    
    (14,653
    )
    
    
    
    
    
    
    
    
    
    
    (12,686
    )Premises and equipment
    
    
    12,556
    
    
    
    
    
    
    
    
    
    
    
    13,586Goodwill, net
    
    
    12,064
    
    
    
    
    
    
    
    
    
    
    
    11,869Accrued interest receivable
    
    
    4,289
    
    
    
    
    
    
    
    
    
    
    
    5,238Bank-owned life insurance
    
    
    28,862
    
    
    
    
    
    
    
    
    
    
    
    24,279Prepaid expenses and other assets
    
    
    9,594
    
    
    
    
    
    
    
    
    
    
    
    6,559Total assets
    
    $
    1,528,553
    
    
    
    
    
    
    
    
    
    
    $
    1,465,236Liabilities and Shareholders EquityInterest-bearing liabilities:Deposits:NOW accounts
    
    $
    61,249
    
    
    
    18
    
    
    
    0.12
    %
    
    $
    58,288
    
    
    $
    68
    
    
    
    0.47
    %Money market accounts
    
    
    4,607
    
    
    
    1
    
    
    
    0.13
    %
    
    
    6,085
    
    
    
    29
    
    
    
    1.91
    %Savings accounts
    
    
    386,208
    
    
    
    1,083
    
    
    
    1.14
    %
    
    
    393,259
    
    
    
    2,487
    
    
    
    2.54
    %Certificate of deposit accounts
    
    
    418,627
    
    
    
    3,392
    
    
    
    3.29
    %
    
    
    373,764
    
    
    
    4,108
    
    
    
    4.42
    %Overnight and short-term borrowings
    
    
    52,245
    
    
    
    27
    
    
    
    0.20
    %
    
    
    62,132
    
    
    
    431
    
    
    
    2.79
    %Wholesale repurchase agreements
    
    
    10,000
    
    
    
    133
    
    
    
    5.39
    %
    
    
    10,000
    
    
    
    135
    
    
    
    5.32
    %FHLB borrowings
    
    
    247,674
    
    
    
    2,625
    
    
    
    4.30
    %
    
    
    245,549
    
    
    
    2,720
    
    
    
    4.46
    %Subordinated deferrable interest debentures
    
    
    13,403
    
    
    
    199
    
    
    
    6.00
    %
    
    
    13,403
    
    
    
    250
    
    
    
    7.48
    %Total interest-bearing liabilities
    
    
    1,194,013
    
    
    
    7,478
    
    
    
    2.54
    %
    
    
    1,162,480
    
    
    
    10,228
    
    
    
    3.54
    %Noninterest-bearing deposits
    
    
    171,449
    
    
    
    
    
    
    
    
    
    
    
    170,641Other liabilities
    
    
    12,770
    
    
    
    
    
    
    
    
    
    
    
    18,409Total liabilities
    
    
    1,378,232
    
    
    
    
    
    
    
    
    
    
    
    1,351,530Shareholders equity:
    
    
    150,321
    
    
    
    
    
    
    
    
    
    
    
    113,706Total liabilities and shareholders equity
    
    $
    1,528,553
    
    
    
    
    
    
    
    
    
    
    $
    1,465,236Net interest income
    
    
    
    
    
    $
    11,082
    
    
    
    
    
    
    
    
    
    
    $
    10,304Net interest rate spread
    
    
    
    
    
    
    
    
    
    
    2.63
    %
    
    
    
    
    
    
    
    
    
    
    2.39
    %Net interest rate margin
    
    
    
    
    
    
    
    
    
    
    3.08
    %
    
    
    
    
    
    
    
    
    
    
    2.97
    %
  26




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##### Table of Contents



Rate/Volume Analysis 
 Three Months Ended March 31,2009 vs. 2008Increase/(Decrease) Due to(In thousands)
    
    Rate
    
    
    Volume
    
    
    TotalInterest income:Overnight investments
    
    $
    40
    
    
    $
    (228
    )
    
    $
    (188
    )Available for sale securities
    
    
    (254
    )
    
    
    175
    
    
    
    (79
    )Stock in the FHLB
    
    
    (237
    )
    
    
    
    
    
    
    (237
    )Commercial loans and leases
    
    
    (1,827
    )
    
    
    1,728
    
    
    
    (99
    )Residential mortgage loans
    
    
    (173
    )
    
    
    (463
    )
    
    
    (636
    )Consumer and other loans
    
    
    (565
    )
    
    
    (168
    )
    
    
    (733
    )Total interest income
    
    
    (3,016
    )
    
    
    1,044
    
    
    
    (1,972
    )Interest expense:NOW accounts
    
    
    (53
    )
    
    
    3
    
    
    
    (50
    )Money market accounts
    
    
    (22
    )
    
    
    (6
    )
    
    
    (28
    )Savings accounts
    
    
    (1,360
    )
    
    
    (45
    )
    
    
    (1,405
    )Certificate of deposit accounts
    
    
    (1,153
    )
    
    
    437
    
    
    
    (716
    )Overnight and short-term borrowings
    
    
    (345
    )
    
    
    (60
    )
    
    
    (405
    )FHLB borrowings
    
    
    (112
    )
    
    
    17
    
    
    
    (95
    )Subordinated deferrable interest debentures
    
    
    (51
    )
    
    
    
    
    
    
    (51
    )Total interest expense
    
    
    (3,096
    )
    
    
    346
    
    
    
    (2,750
    )Net interest income
    
    $
    80
    
    
    $
    698
    
    
    $
    778
 Interest Income  Investments 
  Interest Income  Loans and Leases
  Interest Expense  Deposits and Borrowings 
  27




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Provision for Loan and Lease Losses
  Allowance for Loan and Lease Losses.
 Noninterest Income
  Noninterest Expense
     Income Tax Expense
    28




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Liquidity
    Capital Resources
      29




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Minimum Required
    
    
    Minimum RequiredFor Capital
    
    
    To Be ConsideredActual
    
    
    Adequacy Purposes
    
    
    Well-CapitalizedAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio(Dollars in thousands)At March 31, 2009:Bancorp Rhode Island, Inc.Tier I capital (to average assets)
    
    $
    150,847
    
    
    
    9.99
    %
    
    $
    60,423
    
    
    
    4.00
    %
    
    $
    75,529
    
    
    
    5.00
    %Tier I capital (to risk weighted assets)
    
    
    150,847
    
    
    
    13.70
    %
    
    
    44,046
    
    
    
    4.00
    %
    
    
    66,070
    
    
    
    6.00
    %Total capital (to risk weighted assets)
    
    
    164,630
    
    
    
    14.95
    %
    
    
    88,093
    
    
    
    8.00
    %
    
    
    110,116
    
    
    
    10.00
    %Bank Rhode IslandTier I capital (to average assets)
    
    $
    120,095
    
    
    
    7.95
    %
    
    $
    60,408
    
    
    
    4.00
    %
    
    $
    75,510
    
    
    
    5.00
    %Tier I capital (to risk weighted assets)
    
    
    120,095
    
    
    
    10.91
    %
    
    
    44,028
    
    
    
    4.00
    %
    
    
    66,042
    
    
    
    6.00
    %Total capital (to risk weighted assets)
    
    
    133,878
    
    
    
    12.16
    %
    
    
    88,056
    
    
    
    8.00
    %
    
    
    110,069
    
    
    
    10.00
    %At December 31, 2008:Bancorp Rhode Island, Inc.Tier I capital (to average assets)
    
    $
    150,169
    
    
    
    10.04
    %
    
    $
    59,837
    
    
    
    4.00
    %
    
    $
    74,796
    
    
    
    5.00
    %Tier I capital (to risk weighted assets)
    
    
    150,169
    
    
    
    14.23
    %
    
    
    42,202
    
    
    
    4.00
    %
    
    
    63,302
    
    
    
    6.00
    %Total capital (to risk weighted assets)
    
    
    163,368
    
    
    
    15.48
    %
    
    
    84,403
    
    
    
    8.00
    %
    
    
    105,504
    
    
    
    10.00
    %Bank Rhode IslandTier I capital (to average assets)
    
    $
    118,197
    
    
    
    7.92
    %
    
    $
    59,669
    
    
    
    4.00
    %
    
    $
    74,586
    
    
    
    5.00
    %Tier I capital (to risk weighted assets)
    
    
    118,197
    
    
    
    11.21
    %
    
    
    42,180
    
    
    
    4.00
    %
    
    
    63,269
    
    
    
    6.00
    %Total capital (to risk weighted assets)
    
    
    131,396
    
    
    
    12.46
    %
    
    
    84,359
    
    
    
    8.00
    %
    
    
    105,449
    
    
    
    10.00
    %
  30




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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
     Estimated Exposureto Net Interest IncomeDollar
    
    
    PercentChange
    
    
    Change(Dollars in thousands)Initial Twelve Month Period:Up 200 bps
    
    $
    (96
    )
    
    
    -0.2
    %Down 200 bps
    
    
    (3,012
    )
    
    
    -6.5
    %
    31




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ITEM 4. Controls and Procedures
    32




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PART II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number
    
    
    Maximumof Shares
    
    
    number ofPurchased as
    
    
    shares thatTotal number
    
    
    Average
    
    
    Part of
    
    
    may yet beof shares
    
    
    Price Paid
    
    
    Announced
    
    
    purchasedPeriod
    
    purchased (a)
    
    
    Per Share
    
    
    Plan
    
    
    under the plan1/1/09 through 1/31/09
    
    
    12,500
    
    
    $
    20.30
    
    
    
    
    
    
    
    2/1/09 through 2/28/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/1/09 through 3/31/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (a)
    
    In January 2009, the Companys Chief Executive Officer delivered 12,500 shares of the
Companys common stock to satisfy the exercise price for 23,700 stock options exercised. The
shares delivered were valued at $20.30 per share. The Chief Executive officer paid the balance
of the exercise price and all taxes in cash. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of the Security Holders
  
 Item 5. Other Information
   33




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Item 6. Exhibits
 10.6
    (a)
    
    Amendment No. 1 to Amended and Restated Supplemental Executive Retirement
Plan dated as of January 21, 200912.1
    
    
    Computation of Ratios of Earnings to Fixed Charges12.2
    
    
    Computation of Ratios of Earnings to Fixed Charges and Preferred
Stock Dividends31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
  34




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BANCORP RHODE ISLAND, INC.
 
   Bancorp Rhode Island, Inc.
 May 8, 2009
(Date)
    
    /s/ Merrill W. Sherman

Merrill W. ShermanPresident and Chief Executive OfficerMay 8, 2009 (Date)
    
    /s/ Linda H. Simmons

Linda H. SimmonsChief Financial Officer and Treasurer
  35




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ExhibitNo.
    
    Description10.6
    (a)
    
    Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan
dated as of January 21, 200912.1
    
    
    Computation of Ratios of Earnings to Fixed Charges12.2
    
    
    Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  36