AMENDMENT NO. 1 TO BANK RHODE ISLAND
2002 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Bank Rhode Island (the "Bank") desires to amend the provisions of the Bank's 2002 Supplemental
Executive Retirement Plan (the "Plan") to modify the pre-retirement death benefit and the change of control
benefit under the Plan; and
WHEREAS, under Article VIII of the Plan, the Board of Directors of the Bank 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.
NOW, THEREFORE, the Plan is amended as follows:
1. That Section 6.1 is amended in its entirety to read:
"6.1 Vesting of Benefits. In the event of a "Change of Control", a Participant shall, notwithstanding any other
provision of the Plan, immediately become fully vested in the greater of (i) his or her retirement benefits as
described in Section 5.1, or (ii) the Change of Control Benefit Amount as set forth in Schedule B or C."
2. That Schedule B and C are amended in their entirety as follows:
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.
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 Secur