On February 20, 2006, Bancorp Rhode Island, Inc. (the “Registrant”) and Bank Rhode Island, the Registrant’s wholly owned subsidiary (the “Bank”) entered into amended and restated employment agreements with Merrill W. Sherman, President and Chief Executive Officer of the Registrant and the Bank, Linda H. Simmons, Treasurer and Chief Financial Officer of the Registrant and the Bank, James V. DeRentis, Vice President of the Registrant and Executive Vice President and Chief Business Officer of the Bank, and Jeffrey W. Angus, Vice President of the Registrant and Executive Vice President and Chief Operating Officer of the Bank. The principal changes contained in the amended and restated agreements include (i) an increase in the normal severance benefit payable to Ms. Simmons and Mr. Angus from 9 to 12 months and the elimination of the off-set for compensation earned from other employment during any severance period, (ii) the provision of outplacement services for executives other than Ms. Sherman, (iii) the provision of office space and an executive assistant to Ms. Sherman for 12 months following a change in control, (iv) payment of each executive’s pro rata target bonus for the year of a change in control and (v) a change in the definition of the bonus component in the change in control benefit to “target bonus” in the year of the change in control as compared to the current definition (highest of last three years for Ms. Sherman and last two years for the other executives). Each of the amended and restated employment agreements also contains a requirement that the executive sign a release and waiver against the Registrant and the Bank prior to the payment of severance or change in control benefits.

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