**Exhibit 10.4(a)**

 

**FIRST AMENDMENT TO EMPLOYMENT AGREEMENT**

 

 

                THIS FIRST AMENDMENT TOEMPLOYMENT AGREEMENT (the “Agreement”) is between Bank Rhode Island, afinancial institution organized under the laws of the State of Rhode Islandwith its executive offices located at One Turks Head Place, Providence, RhodeIsland 02903 (the “Bank”), Bancorp Rhode Island, Inc., a corporation organizedunder the laws of the State of Rhode Island and sole shareholder of the Bank(the “Company”) and James V. DeRentis of 48 Laurel Avenue, Providence, RhodeIsland  02906 (the “Executive”).

 

                WHEREAS, the Bank, the Companyand the Executive are parties to that certain Employment Agreement datedDecember 18, 2000 whereby the Bank employed the Executive to serve as SeniorVice President of Retail Banking of the Bank (the “Employment Agreement”);

 

                WHEREAS, effective September 30,2005, the Executive was promoted to the position of Chief Business Officer ofthe Bank; and

 

                WHEREAS, in connection with theaforesaid promotion, the Bank, the Company and the Executive seek to amend theEmployment Agreement as set forth herein.

 

                ITIS MUTUALLY AGREED by the parties as follows:

 

1.                                       Section 1.1 ofthe Employment Agreement is hereby amended and restated as follows:

** **

                “1.1         Responsibilitiesand Authority.  The Bank herebyemploys Executive to serve as Chief Business Officer of the Bank, and Executive hereby accepts suchemployment.** **Executive shall have the duties,responsibilities, authorities and powers normally incident to such office.  At all times, however, Executive’s activitiesand authority will be subject to supervision, control and direction by theBoard of Directors of the Bank (the “Board”), by the Executive Committee of theBoard, and by the President and Chief Executive Officer of the Bank (the “ChiefExecutive Officer”) and Executive agrees to carry out such duties andresponsibilities as any of them may from time to time reasonably assign to Executive.  Executive shall report from time to time orroutinely, upon request, to the Chief Executive Officer or the Chief ExecutiveOfficer’s designee as to the current status of any of Executive’s assignedduties and responsibilities.”

 

2.                                       Section 1.2 ofthe Employment Agreement is hereby amended and restated as follows:

 

                “1.2         Compensation.

 

(a)           The Bank shall pay Executive a basesalary at the rate of (i) Two Hundred Eighteen Thousand Dollars ($218,000) peryear, commencing on the date hereof, payable on a bi-weekly basis, or at suchhigher rate as shall be determined from time to time by the Board.  In addition, Executive shall be entitled toreceive payments under any incentive compensation or bonus program (as ineffect from time to time), which the Bank may establish for its employeesand/or senior executives, in such amounts as are provided by such programs.”

 

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3.                                       Section 1.5 ofthe Employment Agreement is hereby amended and restated as follows:

 

**                “**1.5         Vacation. Executive shall be entitled to five weeks of vacation during each yearof employment.  Such vacation shall betaken in accordance with the Bank’s customary vacation policies and at suchtimes and intervals as are mutually agreed upon by Executive and the Bank.  Executive shall be entitled to holiday timeand sick leave in accordance with the then existing policies of the Bank, as ineffect from time to time.”

 

4.             Exceptas hereby amended, the Employment Agreement shall be and remain in full forceand effect.

 

[SignaturesAppear on Following Page]

 

 

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                INWITNESS WHEREOF, the parties have executed this Agreement as of the 24thday of February, 2006.

 

 
|   |   | BANK  RHODE ISLAND                     |
|--------|--------|----------------------------------------|
|   |   |                                   |
|   |   | By:                                    | /s/  Merrill W. Sherman |   |
|   |   | Merrill  W. Sherman                    |
|   |   | President  and Chief Executive Officer |
|   |   |                                   |
|   |   | BANCORP  RHODE ISLAND, INC.            |
|   |   |                                   |
|   |   | By:                                    | /s/  Merrill W. Sherman |   |
|   |   | Merrill  W. Sherman                    |
|   |   |                                   |
|   |   | EXECUTIVE                              |
|   |   |                                   |
|   |   | /s/ James V. DeRentis                  |   |
|   |   | James V. DeRentis                      |

 

 

 

 

 

 

 

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