BANK RHODE ISLAND AMENDMENT NO. 1 TO AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.6(a)

BANK RHODE ISLAND

AMENDMENT NO. 1

TO

AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Bank Rhode Island (the “Bank”) desires to amend the provisions of the Bank’s Supplemental Executive Retirement Plan, as amended and restated (the “Plan”) to modify the provisions of Section 6.3 of the Plan to provide that in the event of a Change of Control (as defined in the Plan) the Bank must deposit into the rabbi trust established under such section sufficient funds to pay any required “Gross-up Payment”; and

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.

NOW, THEREFORE, the Plan is amended as follows:

1. That Section 6.3 shall be amended in its entirety to read as follows:

6.3 Excise Tax Equalization Payment . In the event that (through acceleration of vesting of benefits pursuant to Section 6.1 or otherwise) the Participant becomes entitled to receive a payment under Section 6 (“Change of Control Payment”) that will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code (or any similar tax that may hereafter be imposed), then the Bank shall, to the extent provided for in any other agreement between the Bank and the Participant (but only to the extent provided for in the other agreement) pay to Participant in cash an additional amount (the “Gross-Up Payment) such that the net amount retained by Participant after deduction of any Excise Tax upon the Change of Control Payment and any Federal, state and local income tax

and excise tax upon the Gross-Up Payment provided