**Exhibit10.10(d)**

BANK RHODE ISLAND

AMENDMENT NO. 6

TO

2002 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, under Article VIII of the Plan, the Compensation Committee mayamend the Plan at any time, provided that such amendment shall not reduce thevested benefit of any Participant or amend Section 6.1 or 6.2 of the Planwithout the consent of all Participants who have vested benefits under thePlan; and

WHEREAS, under Section 3.1 of the Plan, the Compensation Committeehas the authority to select from time to time those employees who will beParticipants in the Plan and the Applicable Benefit Amount (as such terms aredefined in the Plan); and

WHEREAS, on April 6, 2006, the Compensation Committee approvedamending the Plan to provide a benefit under the Plan to Jeffrey W. Angus,subject to his insurability, and

WHEREAS, the Compensation Committee has determined that Jeffrey W.Angus meets the insurability requirements for participation in the Plan: and

NOW, THEREFORE, the Plan is amended as follows:

1.             That Schedule B is amended in itsentirety as set forth in the Schedule B attached hereto:

2.             All other provisions of the Planshall remain in full force and effect and are hereby ratified, approved andconfirmed.

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IN WITNESS WHEREOF, the Bank has caused this Amendment No. 6 to the2002 Supplemental Executive Retirement Plan to be executed by its dulyauthorized officer as of the  11th        day of       October                  ,2006.
|                       | BANK RHODE ISLAND |
|-----------------------|-------------------|
|                  |              |   |   |
|                  |              |   |   |
|                  | By:               |   | s/John R. Berger |
|                  |              |   | John R. Berger, |
|                  |              |   | Chairman of the Compensation |
|                  |              |   | Committee |
|                  |              |   |   |
| Attest:               |              |   |   |
| s/Margaret D. Farrell |              |   |   |   |
| Secretary             |              |   |   |
|                  |              |   |   |
|                       |                   |  |  |  |

 

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SCHEDULE B
| 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 Haber-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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Jeffrey W. Angus    |       | $50,000. Except as provided under  Sections 3.2(b) and 6.1, the Benefit Amount shall be vested as follows:  20% on May 1, 2011, 20% on May 1, 2012, 20% on May 1, 2013,  20% on May 1, 2014 and 20% on May 1, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

Adjustment for Early Termination under Section 5.1(c):  The Applicable Benefit Amount with respect to a Participant who ceasesto be an Employee for any reason prior to the Normal Retirement Date shall bethat portion of the Participant’s Applicable Benefit Amount set forth above 

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thatcan be provided by the amount the Bank has accrued on its books as a liabilityfor the Participant’s benefit as of the date of the Participant’s earlytermination multiplied by the vested percentage as of such date of termination.

Changeof Control Benefit Amount:

| Participants:        | ** ** | **Benefit Amount** |
|----------------------|------------|--------------------|
|                 |       |               |
| Merrill W.  Sherman  |       | $                  | 131,034 |
|                 |       |               |
| Linda  Haber-Simmons |       | $                  | 212,441 |
|                 |       |               |
| James V.  DeRentis   |       | $                  | 190,850 |
|                 |       |               |
| Jeffrey W. Angus     |       | $                  | 50,000 |

 

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