Exhibit 10.12
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                                Amendment to the
                          Slade's Ferry Trust Company
                    Director Supplemental Retirement Program
                                      For
                               [name of director]

      Slade's Ferry Trust Company ("Bank") and [director name] ("Director")
originally entered into the Slade's Ferry Trust Company Director Supplemental
Retirement Program ("Plan") on _________________________.

      Pursuant to Section II(c) of the Plan agreement, the Bank and the
Executive hereby amend this Plan to change the form and timing of benefit
payments under the Plan. Such a change is permissible under guidance published
by the Internal Revenue Service and the Treasury Department in Notice 2006-79.
This notice permits changes to the form and timing of benefit payments,
provided that changes made in 2006 may only apply to payments made in 2007 and
beyond.

      This amendment also revokes in full the Index Retirement Benefit under
the Plan.

      Therefore, the following changes shall be made to Exhibit I of the
Slade's Ferry Trust Company Director Supplemental Retirement Program:

Section II(A) shall be deleted in its entirety and replaced with following
Section II(A):

A.    Retirement Benefits

      If the Director remains on the Board until December 31, 2006, the
Director shall be entitled to receive the balance of the Director's
Pre-Retirement Account in a lump sum on January 15, 2007. In addition, the
Index Retirement Benefit referenced herein is hereby revoked in its entirety.
Payment of the Pre-Retirement Account balance shall be in lieu of any other
benefit under this Plan and shall be in full satisfaction of all obligations
under this Plan.

Therefore, the foregoing changes are agreed to.


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For the bank                           [director name]


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Date                                   Date