Exhibit
10.10(d)


BANK RHODE ISLAND


AMENDMENT NO. 6


TO


2002 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 April 6, 2006, the Compensation Committee approved
amending 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 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. 6 to the
2002 Supplemental Executive Retirement Plan to be executed by its duly
authorized 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 ceases
to be an Employee for any reason prior to the Normal Retirement Date shall be
that portion of the Participant’s Applicable Benefit Amount set forth above 













that
can be provided by 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.


Change
of 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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