Warrant

THIS WARRANT AND THE SHARES OF COMMON SHARES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT, APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED THEREUNDER.


Void After March 22, 2006


WARRANT


TO PURCHASE COMMON SHARES OF


BANK RHODE ISLAND


Warrant No. 1
No. of Common Shares: 136,315


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TABLE OF CONTENTS
PAGE
----


1. DEFINITIONS................................................................................. 1


2. EXERCISE OF WARRANT......................................................................... 4
2.1 Manner of Exercise.......................................................... 4
2.2 Common Shares Purchasable Upon Exercise of the Warrant...................... 4
2.3 Payment of Taxes............................................................ 4
2.4 No Fractional Shares........................................................ 4
2.5 Continued Validity.......................................................... 5
2.6 Conditional Exercise........................................................ 5


3. TRANSFER, DIVISION AND COMBINATION.......................................................... 5
3.1 Transfer.................................................................... 5
3.2 Division and Combination.................................................... 5
3.3 Expenses.................................................................... 5
3.4 Maintenance of Books........................................................ 6


4. ADJUSTMENTS................................................................................. 6
4.1 Stock Dividends, Subdivisions and Combination............................... 6
4.2 Certain Other Distributions................................................. 6
4.3 Issuance of Additional Common Shares........................................ 7
4.4 Issuance of Warrants or Other Rights........................................ 7
4.5 Issuance of Convertible Securities.......................................... 8
4.6 Superseding Adjustment...................................................... 8
4.7 Other Provisions Applicable to Adjustments under this Section............... 9
(a) Computation of Consideration........................................... 9
(b) When Adjustments to be Made............................................ 10
(c) Fractional Interests................................................... 10
(d) When Adjustment Not Required........................................... 10
(e) Escrow of Warrant Shares............................................... 10
4.8 Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets....................................................... 11
4.9 Other Action Affecting Common Shares........................................ 11
4.10 Certain Limitations......................................................... 12


5. NOTICES TO WARRANT HOLDERS.................................................................. 12
5.1 Notice of Adjustments....................................................... 12
5.2 Notice of Certain Corporate Action.......................................... 12


6. NO IMPAIRMENT............................................................................... 12


7. RESERVATION AND AUTHORIZATION OF COMMON SHARES;
REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL
AUTHORITY................................................................................... 12


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8. TAKING OF RECORD, SHARES AND WARRANT TRANSFER BOOKS......................................... 13


9. RESTRICTIONS OF TRANSFERABILITY............................................................. 13
9.1 Restrictive Legend.......................................................... 13
9.2 Proposed Transfers.......................................................... 14
9.3 Registration................................................................ 14


10. SUPPLYING INFORMATION....................................................................... 14


11. MANDATORY REDEMPTION OF WARRANT............................................................. 14


12. LOSS OR MUTILATION.......................................................................... 15


13. OFFICE OF THE BANK.......................................................................... 15


14. LIMITATION OF LIABILITY..................................................................... 15


15. EXPIRATION.................................................................................. 15


16. MISCELLANEOUS............................................................................... 15
16.1 Nonwaiver................................................................... 15
16.2 Notice Generally............................................................ 16
16.3 Remedies.................................................................... 17
16.4 Successors and Assigns...................................................... 17
16.5 Amendment................................................................... 17
16.6 Severability................................................................ 17
16.7 Headings.................................................................... 17
16.8 Governing Law............................................................... 17


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EXHIBIT 10.9


THIS WARRANT AND THE SHARES OF COMMON SHARES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE ACT, APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED THEREUNDER.


No. of Common Shares: 136,315 Warrant No. 1
March 22, 1996


WARRANT


TO PURCHASE COMMON SHARES OF


BANK RHODE ISLAND


THIS IS TO CERTIFY THAT FLEET FINANCIAL GROUP, INC. or registered assigns, is entitled, at any time after the date hereof, to purchase from Bank Rhode Island, a bank organized under the laws of the State of Rhode Island (the "Bank"), One Hundred Thirty Six Thousand Three Hundred Fifteen (136,315) Common Shares (as hereinafter defined and subject to adjustment as provided herein), at a purchase price of ten dollars ($10.00) per share, all on the terms and conditions and pursuant to the provisions hereinafter set forth.


1. DEFINITIONS


As used in this Warrant, the following terms have the respective meanings set forth below:


"Additional Common Shares" means all Common Shares of any class issued by the Bank after the date hereof, other than Warrant Shares.


"Affiliate" of a Person means a Person Controlled By, Controlling or Under Common Control with such Person.


"Business Day" means any day that is not a Saturday or Sunday or a day on which banks are generally closed for business in the State of Rhode Island.


A "Change of Control Event" shall have occurred if at any time the Bank enters into a Definitive Agreement which would result, if completed, in a Change of Control, in which the consideration is securities for which there is not a publicly traded market.


"Change of Control" shall mean the acquisition by merger, sale of assets or otherwise by a Person or Group Acting in Concert of voting securities of the Bank having more than 40% of the votes which may be cast generally in the election of directors of the Bank, other than (i) in connection with the formation of a holding company for or other reorganization of the Bank in which the shareholders of the Bank immediately prior to the reorganization remain in control (by retaining their shares or by holding


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shares in the successor entity) of the Bank (directly or through ownership of a holding company) or the successor entity immediately after such reorganization or (2) the conversion of preferred stock issued in connection with the initial capitalization of the Bank into Common Stock, provided an event described above shall not be deemed a Change of Control Event so long as continuing Directors constitute at least 50% of the directors of the Bank or, if the Bank is not the surviving corporation upon the consummation of such merger or acquisition, of the surviving or acquiring corporation or its parent.


"Commission" means the United States Securities and Exchange Commission or any other agency then administering the Securities Act and other securities laws.


"Common Shares" means (except where the context otherwise indicates) shares of the common stock, par value $1.00 per share, of the Bank as constituted on the date hereof, and any shares into which such Common Shares may thereafter be changed, and shall also include (i) shares of the Bank of any other class (regardless of how denominated) issued to the holders of shares of any class of Common Shares upon any reclassification thereof which is also not preferred as to dividends or assets over any other class of shares of the Bank and which is not subject to redemption and (ii) common shares of any successor or acquiring corporation (as defined in Section 4.8) received by or distributed to the holders of any class of Common Shares of the Bank in the circumstances contemplated by Section 4.8.


"Continuing Directors" means, as of any date of determination, any members of the Board of Directors of the Bank who (i) was a member of such Board of Directors on the Issuance Date or (ii) was nominated for election or elected to such Board of Directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.


"Controlled By" or "Controlling" or "Under Common Control" shall mean possession, directly or indirectly, of power to direct or cause direction of management or policies (whether through ownership of voting securities, by contract or otherwise).


"Convertible Securities" means evidences of indebtedness, shares or other securities which are convertible into or exchangeable, with or without payment of additional consideration in cash or property, for Additional Common Shares, either immediately or upon the occurrence of a specified date or a specified event.


"Current Warrant Price" in respect of a Common Share, means $10.00, as adjusted after the Issuance Date in accordance with the provisions of this Warrant.


"Group Acting in Concert" and "Person" shall have the meaning defined in Section 13(d)(3) of the Exchange Act.


"Exchange Act" means the Exchange Act of 1934, as amended.


"GAAP" means generally accepted accounting principles, applied on a consistent basis.


"Holder means the Person in which name the Warrant is registered on the books of the Bank maintained for such purpose.


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"Issuance Date" means the date of this Warrant.


"Majority Holders" means the holders of Warrants exercisable for more than 50% of the aggregate number of Common Shares purchasable upon exercise of all Warrants, whether or not then exercisable.


"Other Property" has the meaning set forth in Section 4.8.


"Outstanding" means, when used with reference to Common Shares, at any date as of which the number of shares thereof is to be determined, all issued shares of Common Shares, except common Shares then owned or held by or for the account of the Bank or any subsidiary thereof, and shall include all Common Shares issuable in respect of outstanding scrip or any certificates representing fractional interests in shares of Common Shares.


"Permitted Issuances" means (i) Common Shares issued upon exercise of this Warrant and (ii) Common Shares issued to employees and directors of the Bank or its subsidiaries pursuant to any stock purchase, stock ownership, stock bonus or stock option plans heretofore or hereafter duly adopted or assumed by the Bank or any subsidiary thereof.


"Person" means any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).


"Purchase Agreement" means the Amended and Restated Purchase and Assumption Agreement among the Bank and certain affiliates of Fleet, dated as of March 22, 1996.


"Restricted Common Shares" shall mean Common Shares which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1.


"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder, all as the same shall be in effect at the time.


"Transfer" means any disposition of any Warrant or of any interest thereof.


"Warrants" means this Warrant and all Warrants issued upon transfer, division or combination of, or in substitution for, any thereof. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of Common Shares for which they may be exercised.


"Warrant Price" means an amount equal to (i) the number of Common Shares being purchased upon exercise of this Warrant pursuant to Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such exercise.


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"Warrant Shares" means the Common Shares purchased by the holders of the Warrants upon the exercise thereof.


2. EXERCISE OF WARRANT


2.1 MANNER OF EXERCISE. From and after the date hereof, Holder may exercise this Warrant, on any Business Day, for any or all of the number of Common Shares purchasable hereunder as specified in Section 2.2 hereof.


In order to exercise this Warrant, Holder shall deliver to the Bank at its principal office or at the office or agency designated by the Bank pursuant to Section 13, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of Common Shares to be purchased, (ii) payment of the Warrant Price by Holder's check or wire transfer of immediately available funds and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Bank shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Shares issuable upon such exercise, as hereinafter provided. The share certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the check or wire transfer and this Warrant, is received by the Bank as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.3 prior to the issuance of such shares have been paid. Notwithstanding any provision herein to the contrary, the Bank shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock other than in accordance with this Warrant.


2.2 COMMON SHARES PURCHASABLE UPON EXERCISE OF THE WARRANT. Shares purchasable under this Warrant shall be One Hundred Thirty Six thousand Three Hundred Fifteen (136,315), as such number may be adjusted in accordance with the terms of this Warrant.


2.3 PAYMENT OF TAXES. All Common Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and without any preemptive rights. The Bank shall pay all expenses in connection with, and all taxes and other governmental charges, if any, that may be imposed with respect to, the issue or delivery thereof. The Bank shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Common Shares issuable upon exercise of this Warrant in any name other than that of Holder, and in such case the Bank shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the satisfaction of the Bank that no such tax or other charge is due.


2.4 NO FRACTIONAL SHARES. The Bank shall not issue a fractional Common Share upon exercise of any Warrant. As to any fraction in excess of 0.5 of a share which the Holder of one or more


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Warrants, the rights under which are exercised in the same transaction, would otherwise be entitled to purchase upon such exercise, the Bank shall issue one Common Share and as to any lesser fraction any entitlement of the Holder shall be deemed to be canceled.


2.5 CONTINUED VALIDITY. A holder of Common Shares issued upon the exercise of this Warrant (other than a holder who acquires such shares after the same have been publicly sold pursuant to a prospectus under the Securities Act or otherwise distributed to the public under such legislation or comparable legislation of any other jurisdiction), shall continue to be entitled with respect to such shares to all rights to which it would have been entitled as Holder under Sections 9, 10 and 16 of this Warrant. The Bank will, at the time of each exercise of this Warrant, upon the request of the holder of the Common Shares issued upon such exercise hereof, acknowledge in writing, in form reasonably satisfactory to such holder, its continuing obligation to afford to such holder all such rights; provided, however, that if such holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Bank to afford to such holder all such rights.


2.6 CONDITIONAL EXERCISE. Notwithstanding any provision of this Warrant to the contrary, the exercise of this Warrant may, at the Holder's election, be made conditional upon the closing of the sale of the Warrant Shares pursuant to a registered public offering thereof effected in accordance with the Registration Rights Agreement referred to in Section 9.3 hereof.


3. TRANSFER, DIVISION AND COMBINATION


3.1 TRANSFER. Subject to compliance with Section 9, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Bank to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Bank referred to in Section 2.1 or the office or agency designated by the Bank pursuant to Section 13, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender the Bank shall, subject to Section 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be canceled. A Warrant, if properly assigned in compliance with Section 9, may be exercised by a new Holder for the purchase of Common Shares without having a new Warrant issued.


3.2 DIVISION AND COMBINATION. Subject to Section 9, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Bank, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 3.1 and with Section 9, as to any transfer which may be involved in such division or combination, the Bank shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.


3.3 EXPENSES. The Bank shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant o ...