EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN BANK RHODE ISLAND, BANCORP RHODE ISLAND, INC.
and MERRILL W. SHERMAN
THIS First Amendment to the Executive Employment Agreement (this " First Amendment "), dated as
of March 6, 2008 is by and between Bank Rhode Island (the "Bank"), Bancorp Rhode Island, Inc. (the
"Company") and Merrill W. Sherman (the "Executive").
WHEREAS, the Bank, the Company and the Executive are parties to that certain Executive
Employment Agreement dated as of February 20, 2007 (the " Employment Agreement "); and
WHEREAS, the Executive is presently employed by the Bank and Company pursuant to the terms of
the Employment Agreement; and
WHEREAS, the Bank, the Company, and the Executive now wish to amend the Employment
Agreement to comply with the provisions of Section 409A of the Internal Revenue Code.
NOW, THEREFORE, effective February 20, 2007, in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 2.1 of the Employment Agreement is amended to read as follows:
"2.1 Severance Benefit . (a) In the event of a termination of Executive's employment by the
Bank or the Company without Cause (as such term is defined in Section 3.5) at any time, or in the
event of termination of Executive's employment by her for Good Reason, the Bank will pay to
Executive within 30 days of the date of such termination or expiration, in lump sum, any base salary
and bonus previously awarded on account of services performed prior to the Executive's
termination of employment which have not been previously paid plus a severance payment equal to
2.99 times the sum of (i) Executive's annual base salary then in effect and (ii) an amount equal to
the average executive cash bonus earned by Executive with respect to the two (2) full f