Exhibit
10.7(c)


 


BANK
RHODE ISLAND


 


AMENDMENT
NO. 4


 


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 July 19, 2005 and December 5, 2005, the Compensation Committee approved
amending 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 the
insurability requirements for participation in the Plan: and


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


                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. 4 to the 2002 Supplemental
Executive Retirement Plan to be executed by its duly authorized officer as of
the 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

  



 


 


 


2

















 


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 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.



  



 


                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 H. Simmons

  	
   

  	
  $212,441

  
	
  James V. DeRentis

  	
   

  	
  $190,850

  



 


 


2