Exhibit 10.6(b)






Exhibit 10.6(b)


BANK RHODE ISLAND




AMENDMENT NO. 2



TO



AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



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



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



WHEREAS, on August 12, 2009, the Compensation Committee approved amending the Plan to revise
the benefits under the Plan for certain key employees; and



NOW, THEREFORE, the Plan is amended as follows:




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

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





 


 









 





IN
WITNESS WHEREOF, the Bank has caused this Amendment No. 2 to the Amended and Restated
Supplemental Executive Retirement Plan to be executed by its duly authorized officer as of the
12th day of August, 2009.



	 	 	 	 	 	 	 
	 	 	BANK RHODE ISLAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John R. Berger
 

John R. Berger,
	 	 
	 

	 	 	 	Chairman of the Compensation Committee	 	 






Attest:




	 	 	 	 	 
	Margaret D. Farrell	 	 	 	 
	Secretary	 	 	 	 












 


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SCHEDULE B




	 	 	 
	Participants:	 	Applicable Benefit Amount and Vesting
	 
	 	 
	Merrill W. Sherman

	 	The greater of (A) 55% of the Participant’s Average
Total Cash Compensation, minus: (i) fifty percent
(50%) of the Participant’s Primary Social Security
Amount and (ii) the 401K Plan Benefit, or (B)
$425,000. Except as provided under Sections 3.2 (b)
and 6.1, the Benefit $250,000 of the Applicable
Benefit Amount shall be fully vested and shall be
referred to as the “Base Benefit Amount” and the
balance shall be referred to as the “Increased
Benefit Amount.”
The Increased Benefit Amount shall be vested as
follows: 20% on November 1, 2005, 40% (cumulative)
on November 1, 2006, 60% (cumulative) on November 1,
2007, 80% (cumulative) on November 1, 2008 and 100%
(cumulative) 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 Base 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% (cumulative) on November 1,
2010, 60% (cumulative) on November 1, 2011, 80%
(cumulative) on November 1, 2012 and 100%
(cumulative) on November 1, 2013 and the Increased
Benefit Amount shall be vested as follows: 20% on
August 1, 2010, 40% (cumulative) on August 1, 2011,
60% (cumulative) on August 1, 2012, 80% (cumulative)
on August 1, 2013 and 100% (cumulative) on August 1,
2014.





 


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	Participants:	 	Applicable Benefit Amount and Vesting
	 
	 	 
	James V. DeRentis

	 	70% of the Participant’s Average Base Compensation,
minus: (I) 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 in excess of $35,000
shall be vested as follows: 20% on November 1,
2008, 40% (cumulative) on November 1, 2009, 60%
(cumulative) on November 1, 2010, 80% (cumulative)
on November 1, 2011 and 100% (cumulative) on
November 1, 2012. $35,000 of the Applicable Benefit
Amount shall be fully vested after five Years of
Service. $35,000 of the Applicable Benefit Amount
shall be referred to as the “Base Benefit Amount”
and the balance shall be referred to as the
“Increased Benefit Amount.”
	 
	 	 
	Mark Meiklejohn

	 	$100,000 (the “Base Benefit Amount”). Except as
provided under Sections 3.2(b) and 6.1, the Base
Benefit Amount shall be vested as follows: 5% on
November 1, 2011; an additional 5% on November 1,
2012; an additional 20% on November 1, 2013, an
additional 20% on November 1, 2014, an additional
20% on November 1, 2015, an additional 15% on
November 1, 2016 and an additional 15% on November
1, 2017.
	 
	 	 
	Robert H. Wischnowsky

	 	$25,000 (the “Base Benefit Amount”). Except as
provided under Sections 3.2(b) and 6.1, the Base
Benefit Amount shall be vested as follows: 20% on
August 1, 2015; an additional 20% on August 1, 2016,
an additional 20% on August 1, 2017, an additional
20% on August 1, 2018, an additional 20% on August
1, 2019.





 


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Adjustment for Early Termination under Section 5.1(c): The Applicable Benefit Amount with
respect to a Participant who ceases to be an Employee for any reason prior to the Normal Retirement
Date shall be the vested portion of the Base Benefit Amount plus the annual payment calculated by
converting that portion of the Participant’s Increased Benefit Amount, if any, that is
attributable to the amount the Bank has accrued on its books as a liability for the Participant’s
benefit as of the date of the Participant’s early termination multiplied by the vested percentage
as of such date of termination to an annuity, payable for the life of the Participant only, using
factors set forth in Schedule D.




Change of Control Benefit Amount :



	 	 	 	 	 
	Participants:	 	Benefit Amount	 
	 
	Merrill W. Sherman
	 	$	425,000	 
	 
	Linda Haber-Simmons
	 	$	289,351	 
	 
	Mark Meiklejohn
	 	$	100,000	 
	 
	Robert H. Wischnowsky
	 	$	25,000	 






Pre-Retirement Death Benefit for Merrill W. Sherman and James V. DeRentis:




If Ms. Sherman or Mr. DeRentis dies before her or his retirement benefits have commenced while
still employed by the Bank, there shall be a death benefit payable under this Plan equal to the (i)
sum of (a) the projected amount that the Bank would have been required to accrue as a liability for
the Participant’s Base Benefit Amount in the event of such Participant’s termination of employment
at age sixty-five (65), using factors set forth in Schedule D plus (b) the amount that the Bank has
accrued on its books as a liability for the Participant’s Increased Benefit Amount under this Plan,
as of the date of the Participant’s death, minus (ii) the amount of death benefit, if any, that is
payable under any death benefit or insurance arrangement that specifically references this Plan
(but not less than zero).


 


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