Amended And Restated Directors Stock Plan

AMENDED AND RESTATED
BANCORP RHODE ISLAND, INC.
NON-EMPLOYEE DIRECTORS STOCK PLAN


WHEREAS, pursuant to Section 2.5 of that certain Plan of Reorganization and Merger dated as of February 15, 2000 (the "Merger Agreement") by and among Bank Rhode Island ("Bank RI"), Bancorp Rhode Island, Inc. (the "Corporation") and BKRI Interim Bank, each outstanding option to purchase the common stock of Bank RI, including options to purchase such common stock granted to pursuant to Bank RI's Non-Employee Directors Stock Plan (the "Director Plan"), became, by virtue of the effectiveness of the Merger Agreement, without any action on the part of the holders of such options, options to purchase the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock"); and


WHEREAS, the Corporation desires to amend the Director Plan to reflect the existence of the Corporation as the holding company for Bank RI, and to effect the changes to the Director Plan necessary to implement the purposes of the Director Plan under the new holding company structure; and


WHEREAS, pursuant to Section 7 of the Director Plan, the Board of Directors of Bank RI has consented to the amendment and restatement of the Director Plan as hereinafter set forth; and


WHEREAS, the Board of Directors of the Corporation has consented to the adoption of the Director Plan as hereby amended and restated.


NOW, THEREFORE, the Director Plan is amended as follows:


This Amended and Restated Non-Employee Directors Stock Plan (the "Plan") is adopted by the Corporation for the purpose of advancing the interests of the Corporation by providing compensation and other incentives for the continued services of the Corporation's non-employee directors and by attracting and retaining able individuals to directorships with the Corporation.


1. DEFINITIONS. For purposes of this Plan, the following terms shall have the meanings set forth below:


"ADMINISTRATOR" means the person(s) appointed by the Board to administer the Plan as provided in Paragraph 2 hereof.


"ANNUAL MEETING" means the annual meeting of the Corporation's shareholders.


"BOARD" means the Board of Directors of the Corporation. 2
"CHANGE OF CONTROL" means (i) approval by the Corporation's shareholders of a merger in which the Corporation does not survive as an independent, publicly owned corporation, a consolidation, or a sale, exchange or other disposition of all or substantially all the Corporation's assets, or (ii) any acquisition of voting securities of the Corporation by any person or group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), but excluding (a) the Corporation or any of its subsidiaries, (b) any person who was an officer or director of the Corporation on the day prior to the Effective Date, or (c) any savings, pension or other benefits plan for the benefit of employees of the Corporation or any of its subsidiaries, which theretofore did not beneficially own voting securities representing more than 30% of the voting power of all outstanding voting securities of the Corporation, if such acquisition results in such entity, person or group owning beneficially securities representing more than 30% of the voting power of all outstanding voting securities of the Corporation. As used herein, "voting power" means ordinary voting power for the election of directors of the Corporation.


"COMMON SHARES" means the Corporation's common stock, $0.01 par value per share.


"EFFECTIVE DATE" means May 20, 1998, subject to the approval of the Plan by the Corporation's shareholders.


"GRANT DATE" means the effective date of a grant of options pursuant to Paragraph 4(a) hereof.


"MARKET VALUE" means the last sale price regular way or, in case no such reported sales take place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Shares are admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing bid price as reported by NASDAQ, or other similar organization if NASDAQ is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors of the Corporation.


"PARTICIPANT" means a director who has met the requirements of eligibility and participation described in Paragraph 3 hereof.


2. ADMINISTRATION. The Plan shall be administered by the Administrator. The Administrator may establish, subject to the provisions of the Plan, suc ...