**Exhibit10.7(c)**

 

BANKRHODE ISLAND

 

AMENDMENTNO. 4

 

TO

 

2002SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

 

 

                WHEREAS,under Article VIII of the Plan, the Compensation Committee may amend the Planat any time, provided that such amendment shall not reduce the vested benefitof any Participant or amend Section 6.1 or 6.2 of the Plan without the consentof all Participants who have vested benefits under the Plan; and

                WHEREAS,under Section 3.1 of the Plan, the Compensation Committee has theauthority to select from time to time those employees who will be Participantsin the Plan and the Applicable Benefit Amount (as such terms are defined in thePlan); and

                WHEREAS,on July 19, 2005 and December 5, 2005, the Compensation Committee approvedamending the Plan to provide an increased benefit under the Plan to Linda H. Simmons,subject to her insurability, and

                WHEREAS,the Compensation Committee has determined that Linda H. Simmons meets theinsurability requirements for participation in the Plan: and

                WHEREAS,the Compensation Committee also wishes to amend the Plan to delete referencesto unvested benefits to Participants who have terminated their employment withthe Bank.

                NOW,THEREFORE, the Plan is amended as follows:

1.             That Schedule B is amended in its entirety as set forthin the Schedule B attached hereto:

2.             All other provisions of the Plan shall remain in fullforce and effect and are hereby ratified, approved and confirmed.

 

 

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                INWITNESS WHEREOF, the Bank has caused this Amendment No. 4 to the 2002 SupplementalExecutive Retirement Plan to be executed by its duly authorized officer as ofthe 21st day of February, 2006.

 
|   |   | BANK RHODE ISLAND |
|--------|--------|-------------------|
|   |   |              |
|   |   |              | /s/ John R. Berger |
|   |   | By:               |   |   |
|   |   |              | John R. Berger, |
|   |   |              | Chairman of the  Compensation |
|   |   |              | Committee |
|        |        |                   |  |  |  |

 
| Attest:                 |
|-------------------------|
|                    |
| /s/ Margaret D. Farrell |
|                    |   |
| Secretary               |

 

 

 

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SCHEDULEB

 

 
| Participants:      |   | Applicable Benefit Amount  and Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Merrill W. Sherman |   | 70% of the Participant’s  Average Compensation, minus: (i) $250,000, (ii) fifty percent (50%) of the  Participant’s Primary Social Security Amount and (iii) the 401K Plan Benefit.  Except as provided under Sections 3.2 (b) and 6.1, the Benefit Amount shall  be vested as follows: 20% on November 1, 2005, 40% on November 1, 2006, 60% on  November 1, 2007, 80% on November 1, 2008 and 100% on November 1, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Linda H. Simmons   |   | $50,000 (the “Base Benefit  Amount”) *plus* the Increased Benefit Amount,  which shall be equal to 70% of the Participant’s Average Compensation, minus:  (i) the vested portion of the Base Benefit Amount, (ii) fifty percent (50%)  of the Participant’s Primary Social Security Amount and (iii) the 401K Plan  Benefit (the “Increased Benefit Amount”, and together with the Base Benefit  Amount (if any) the “Benefit Amount”). Except as provided under  Sections 3.2(b) and 6.1, the Base Benefit Amount shall be vested as  follows: 20% on November 1, 2009, 40% on November 1, 2010, 60% on  November 1, 2011, 80% on November 1, 2012 and 100% on  November 1, 2013 and the Increased Benefit Amount shall be vested as  follows: 20% on August 1, 2010, 40% on August 1, 2011, 60% on August 1, 2012,  80% on August 1, 2013 and 100% on August 1, 2014. |
| James V. DeRentis  |   | 70% of the Participant’s  Average Compensation, minus: (I) $35,000, (ii) fifty percent (50%) of the  Participant’s Primary Social Security Amount and (iii) the 401K Plan Benefit.  Except as provided under Sections 3.2 (b) and 6.1, the Benefit Amount shall  be vested as follows: 20% on November 1, 2008, 40% on November 1, 2009, 60%  on November 1, 2010, 80% on November 1, 2011 and 100% on November 1, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

                Adjustmentfor Early Termination under Section 5.1(c): The Applicable Benefit Amount with respect to a Participant whoceases to be an Employee for any reason prior to the Normal Retirement Dateshall be that portion of the Participant’s Applicable Benefit Amount set forthabove that can be provided by the amount the Bank has accrued on its books as aliability for the Participant’s benefit as of the date of the Participant’searly termination multiplied by the vested percentage as of such date oftermination.

 

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| Change  of Control Benefit Amount: |   |           |
|------------------------------------|--------|----------------|
|                               |   |           |
| Participants:                      |   | Benefit Amount |
|                               |   |           |
| Merrill W. Sherman                 |   | $131,034       |
| Linda H. Simmons                   |   | $212,441       |
| James V. DeRentis                  |   | $190,850       |

 

 

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