Exhibit  10.2   Employment Contract - Janet T. Verneuille, Dated January 1, 2001

                           BRIDGEHAMPTON NATIONAL BANK

                              EMPLOYMENT AGREEMENT

     This Employment Agreement  ("Agreement") is made effective as of January 1,
2001, by and among Bridgehampton  National Bank (the "Bank"), with its principal
administrative  office at 2200 Montauk Highway,  Bridgehampton,  New York 11932,
Bridge Bancorp,  Inc. the holding company for the Bank (the "Company") and Janet
T. Verneuille ("Executive").

     WHEREAS,  the Bank wishes to continue to assure  itself of the  services of
Executive for the period provided in this Agreement; and

     WHEREAS,  Executive  is willing to  continue  to serve in the employ of the
Bank on a full-time basis for said period

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

     1. POSITION AND RESPONSIBILITIES.

     During the period of  employment  hereunder,  Executive  agrees to serve as
Senior Vice President / Chief  Financial  Officer of the Bank.  Executive  shall
report to the Chief Executive Officer ("CEO") of the Bank and any Executive Vice
President of the Bank, who may be designated as Executive's direct report by the
CEO (the "Designated EVP"). Executive shall render administrative and management
services to the Bank such as are customarily  performed by persons situated in a
similar  executive  capacity and as may be directed  from time to time by either
the CEO or the  Designated  EVP.  During said period,  Executive  also agrees to
serve,  if elected,  as an officer and director of the Company or any subsidiary
of the Bank or the Company.

     2. TERM AND DUTIES.

     (a) The period of  Executive's  employment  under this  Agreement  shall be
deemed to have  commenced as of the date first written and shall  continue for a
period of two (2) years from the effective date of this Agreement.  The board of
directors of the Bank or the Company  (the  "Board") or a committee of the Board
will review Executive's performance annually for purposes of determining whether
to continue to extend the Agreement and the rationale and results  thereof shall
be included in the minutes of the Board's or Committee's meeting.  Commencing on
January 1, 2002 and each year  thereafter the Board shall provide written notice
to the Executive as to whether the Board has extended the term of this Agreement
for an  additional  year.  The Board shall give notice to  Executive  as soon as
possible  after such review.  The  Executive may elect not to extend the term of
this  Agreement by giving  written  notice in accordance  with Section 8 of this
Agreement.  In no event  shall  the term of this  Agreement  extend  beyond  the
Executive's 65th birthday.

     (b) During  the  period of  Executive's  employment  hereunder,  except for
periods of absence  occasioned  by illness,  reasonable  vacation  periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all her
business time, attention,  skill, and efforts to the faithful performance of her
duties hereunder including  activities and services related to the organization,
operation and  management of the Bank and  participation  in community and civic
organizations;  provided,  however, that, with the approval of the CEO Executive
may serve,  or continue to serve,  on the boards of  directors  of, and hold any
other offices or positions in,  companies or  organizations,  which in the CEO's
judgment, will not present any conflict of interest with the Bank, or materially
affect the performance of Executive's duties pursuant to this Agreement.

     (c) Notwithstanding anything herein to the contrary, Executive's employment
with the Bank may be terminated by the Bank or Executive during the term of this
Agreement, subject to the terms and conditions of this Agreement.


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     3. COMPENSATION; BENEFITS AND REIMBURSEMENT.

     (a) The Bank shall pay Executive as  compensation a salary of not less than
$105,000.00  per  year  ("Base  Salary").   Base  Salary  shall  be  payable  in
approximately equal installments in accordance with the Bank's customary payroll
practices  and may be increased but may not be decreased at any time without the
prior  written  consent  of  Executive.  During  the  period of this  Agreement,
Executive's  Base Salary  shall be reviewed  at least  annually;  the first such
review will be made no later than one year from the date of this Agreement. Such
review shall be conducted  by the CEO, the  Designated  EVP, the Board or by the
committee of the Board,  delegated such responsibility by the Board and the CEO,
the committee or the Board may increase Executive's Base Salary at any time. Any
increase in Base Salary shall become the new "Base  Salary" for purposes of this
Agreement.  In addition to the Base Salary  provided in this Section  3(a),  the
Bank shall also provide  Executive  with all such other benefits as are provided
uniformly to full-time employees of the Bank.

     (b)  Executive  shall be entitled to  participate  in any employee  benefit
plans,  arrangements and perquisites  substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and the Bank will not,  without
Executive's prior written consent, make any changes in such plans, arrangements,
or perquisites  which would materially  adversely affect  Executive's  rights or
benefits  thereunder;  except to the extent such changes are made  applicable to
all  Bank  employees  on  a  non-discriminatory   basis.  Without  limiting  the
generality of the foregoing  provisions of this Subsection (b),  Executive shall
be entitled to  participate in or receive  benefits  under any employee  benefit
plans, including, but not limited to, retirement plans,  supplemental retirement
plans, management incentive plans, pension plans, profit-sharing plans, stock or
option plans,  health-and-accident plans, medical coverage or any other employee
benefit  plan or  arrangement  made  available  by the Bank in the future to its
senior  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Executive  shall be entitled to incentive  compensation  and
bonuses as provided in any plan or arrangement of the Bank in which Executive is
eligible  to  participate.  Nothing  paid to  Executive  under  any such plan or
arrangement  will be  deemed  to be in  lieu  of  other  compensation  to  which
Executive is entitled under this Agreement.

     (c) In addition to the Base Salary  provided for by Subsection  (a) of this
Section 3 and other compensation  provided for by Subsection (b) of this Section
3, the Bank shall pay or reimburse Executive for all reasonable travel and other
reasonable expenses,  including membership in clubs or organizations as mutually
agreed to between the CEO and  Executive,  incurred by Executive  performing her
obligations under this Agreement and may provide such additional compensation in
such form and such amounts as the Board or CEO may from time to time determine.

     4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION; DEATH OR DISABILITY.

     (a) Upon the  occurrence  of an Event of  Termination  (as herein  defined)
during  Executive's term of employment  under this Agreement,  the provisions of
this Section 4 shall apply. As used in this Agreement, an "Event of Termination"
shall mean and include any one or more of the following:  (i) the termination by
the Bank or the Company of Executive's  full-time  employment  hereunder for any
reason  other  than  a  termination   governed  by  Subsection  5(a)  hereof  or
Termination  for  Cause,  as  defined  in  Section  7 hereof;  (ii)  Executive's
resignation from the Bank's employ upon any: (A) failure to appoint or reappoint
Executive as Senior Vice President / Chief Financial  Officer,  unless Executive
consents  thereto,  (B) material  change in  Executive's  function,  duties,  or
responsibilities, which change would cause Executive's position to become one of
lesser  responsibility,  importance,  or scope from the position and  attributes
thereof  described in Section 1, above,  unless  consented to by Executive,  (C)
relocation of Executive's  principal place of employment to an office other than
one  located  in  Southhampton,  East  Hampton,  Shelter  Island,  Southhold  or
Riverhead,  New York unless  consented  to by  Executive,  (D)  reduction in the
benefits  and  perquisites  to  Executive  from those  being  provided as of the
effective date of this Agreement (other than discretionary bonus and stock based
compensation)  unless consented to by Executive,  (E) liquidation or dissolution
of the Bank or Company,  or (F) material breach of this Agreement by the Bank or
Company.  Upon the  occurrence of any event  described in clauses (A), (B), (C),
(D), (E) or (F), above, Executive


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shall have the right to elect to terminate her  employment  under this Agreement
by resignation upon not less than six (6) days prior written notice given within
ninety (90) days after the event giving rise to said right to elect.

     (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the  Date of
Termination,  as defined in Subsection  8(b), the Bank shall be obligated to pay
Executive,  or,  in the  event  of her  subsequent  death,  her  beneficiary  or
beneficiaries,  or her estate, as the case may be an amount equal to the sum of:
(i) the amount of the remaining salary payments that Executive would have earned
if she had continued her  employment  with the Bank during the remaining term of
this Agreement or for a twenty-four (24) month period, whichever is longer based
on Executive's Base Salary at the Date of Termination;  (ii) the amount equal to
the annual  contributions  or payments that would have been made on  Executive's
behalf  to any  employee  benefit  plans of the Bank or the  Company,  including
deferred  compensation  plans or programs  which may have been  established  for
Executive  or for any benefit or  perquisite  which would have been  provided to
Executive  during the remaining term of this Agreement or for a twenty-four (24)
month period,  whichever is longer (which benefit or perquisite is discontinued)
based on contributions or payments made (on an annualized  basis) at the Date of
Termination. At the election of Executive, which election is to be made prior to
an Event of  Termination,  such  payments  shall be made (A) in a lump sum as of
Executive's Date of Termination, (B) on a bi-weekly basis in approximately equal
installments  during the remaining  term of the  Agreement,  or (C) on an annual
basis in  approximately  equal  installments  during the remaining  term of this
Agreement.

     (c) Upon the  occurrence  of an Event  of  Termination,  Executive  will be
entitled  to  receive  benefits  due  her  on a  fully  vested  basis  under  or
contributed by the Bank or the Company on her behalf pursuant to any retirement,
incentive,  profit  sharing,  bonus,  performance,  option or  restricted  stock
program, or other employee benefit plan maintained by the Bank or the Company on
Executive's  behalf  to the  extent  such  benefits  are not  otherwise  paid to
Executive  under a  separate  provision  of this  Agreement.  To the  extent any
payment  pursuant  to this  Subsection  would  violate  any terms of any plan or
program or any law, rules or  regulations  applicable  thereto,  the Bank or the
Company  shall  provide the  economic  equivalent  of such  benefit  directly to
Executive,  as soon as  practicable on or after the date an Event of Termination
occurs.  The  provisions of this  Subsection  4(c) shall not cause  Executive to
receive either duplicate benefit payments or contributions which may be provided
under any other provision of this Agreement.

     (d) To the extent that the Bank or the Company continues to offer any life,
medical,  health,  disability or dental  insurance  plan or arrangement in which
Executive  participates  in on the  last  day of her  employment  (each  being a
"Welfare  Plan"),  after an Event of  Termination,  Executive and her dependents
shall continue  participating in such Welfare Plans, subject to the same premium
contributions on the part of Executive as were required immediately prior to the
Event of Termination until the earliest of (i) her death, (ii) her employment by
another employer other than one of which she is a majority owner or (iii) either
the longer of two (2) years or the end of the remaining term of this  Agreement.
If the Bank or the  Company  does not  offer a Welfare  Plan  after the Event of
Termination,  then the provisions of Subsection  4(b) above shall be applicable.
Neither the Bank nor the Company shall be required to provide benefits under any
Welfare  Plan to the  extent  that  the  Executive  has  the  right  to  receive
substantially  similar  benefits by reason of Executive's  employment by another
employer following the termination of Executive's employment hereunder.

     (e) In the event of  Executive's  death  during the term of this  Agreement
prior to Executive's termination of employment,  her estate shall be entitled to
receive her accrued and unpaid  salary and prorated  bonus,  through the date of
her death.  This  Agreement  shall  thereupon  terminate  except that any vested
rights of Executive shall then be exercised by her estate.

     (f) In the event  that  during  the term of this  Agreement,  Executive  is
unable to perform  her  duties  hereunder  because  she is  disabled  within the
meaning of any policy of disability insurance maintained or provided by the Bank
or the Company  under which she is entitled to benefits  or, if there is no such
policy,  within the meaning of Section  22(e) of the  Internal  Revenue  Code of
1986, as amended (the "Code") (a  "Disability"),  Executive shall be entitled to
continue to receive (I) her Base Salary  then in effect  under  Subsection  3(a)
hereof,  reduced by any benefits  payable to Executive  under any such policy of
disability  insurance,  and (ii) her  benefits  then in effect as  described  in
Subsection  3(b) hereof,  for a period of two (2) years following the occurrence
of the


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Disability (or until she ceases to be disabled, if earlier),  and this Agreement
shall  terminate at the end of such two (2) year period (unless  Executive shall
have returned to employment hereunder before that date).

     (g) Except as set forth in Subsection  4(d) above,  no payments  under this
Section 4 shall be  reduced  in the event  Executive  obtains  other  employment
following termination of employment. Executive shall not be required to mitigate
amounts payable pursuant to this Section.

     5. CHANGE IN CONTROL.

     (a) For  purposes of this  Agreement,  a "Change in Control" of the Bank or
Company  shall  mean an event of a nature  that:  (i)  would be  required  to be
reported in  response to Item 1 of the current  report on Form 8-K, as in effect
on the date hereof,  pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  as amended (the  "Exchange  Act");  or (ii) results in a Change in
Control of the Bank or the Company  based on the fact that a person has received
all required approvals of applicable  regulatory  authorities to acquire control
of the Company or the Bank; or (iii) without limitation such a Change in Control
shall be deemed to have  occurred at such time as (A) any  "person" (as the term
is used in  Sections  13(d) and 14(d) of the  Exchange  Act) is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of voting  securities  of the Bank or the Company  representing
thirty (30%) percent or more of the Bank's or the Company's  outstanding  voting
securities or right to acquire such securities  except for any voting securities
of the Bank purchased by the Company and any voting securities  purchased by any
employee  benefit  plan  of the  Bank or the  Company,  or (B)  individuals  who
constitute  the Board on the date hereof (the  "Incumbent  Board") cease for any
reason to  constitute  at least a  majority  thereof,  provided  that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least  three-quarters  of the  directors  comprising  the Incumbent
Board,  or whose  nomination  for  election by the  Company's  stockholders  was
approved by the same  nominating  committee  serving  under an Incumbent  Board,
shall be, for  purposes  of this  clause  (b),  considered  as though she were a
member  of  the  Incumbent  Board,  or  (C) a plan  of  reorganization,  merger,
consolidation,  sale of all or  substantially  all the assets of the Bank or the
Company  or  similar  transaction  occurs in which the  Bank/Company  is not the
resulting  entity,  or (D) a proxy  statement  has been  distributed  soliciting
proxies  from  stockholders  of the Company,  by someone  other than the current
management  of  the  Company,   seeking  stockholder   approval  of  a  plan  of
reorganization,  merger  or  consolidation  of the  Company  or Bank or  similar
transaction  with one or more  corporations as a result of which the outstanding
shares of the class of securities  then subject to such plan or transaction  are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company or (E) a tender  offer is made for thirty  (30%)  percent or
more of the voting  securities  of the Bank or  Company  then  outstanding  as a
result of which  thirty  (30%)  percent or more of the then  outstanding  voting
securities of the Bank or Company are acquired.

     (b) If a Change in Control has occurred pursuant to Subsection 5(a), or the
Board has determined  that a Change in Control has occurred,  Executive shall be
entitled to the benefits  provided in Subsections  (c), (d), (e) and (f) of this
Section  5 and  Section  6 upon  her  termination  of  employment  (unless  such
termination is because of her death, disability, or Termination for Cause) on or
after the date a Change in Control  occurs during the term of this Agreement due
to: (1) Executive's dismissal, (2) Executive's voluntary resignation on the date
a Change in  Control  occurs or within the  ninety  (90) day period  immediately
following  the date a Change in Control  occurs  provided that the acquiror is a
private investor, a group of private investors,  or a private company controlled
by  either  a  private  investor  or a group  of  private  investors  or (3) any
demotion,  loss of title,  office or  significant  authority or  responsibility,
reduction in annual  compensation  or benefits or  relocation  of her  principal
place of  employment to an office other than one located in  Southhampton,  East
Hampton,  Shelter Island,  Southhold, or Riverhead, New York, occurs at any time
during the three (3) year period immediately following a Change in Control.

     (c) Upon Executive's  entitlement to benefits  pursuant to Subsection 5(b),
the Bank  shall pay  Executive,  or in the event of her  subsequent  death,  her
beneficiary or beneficiaries,  or her estate, as the case may be, a sum equal to
two (2) times  Executive's  annual  compensation as described below for the last
taxable  year  immediately   preceding  the  Change  in  Control.   Such  annual
compensation  shall include Base Salary and any other taxable income,  including
but  not  limited  to  commissions,   bonuses,  severance  payments,  retirement
payments,  and directors or committee fees. At the election of Executive,  which
election is to be made prior to a Change in Control,


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such  payment  shall  be  made:  (a) in a lump  sum as of  Executive's  Date  of
Termination, (b) on a bi-weekly basis in approximately equal installments over a
period of twenty-four (24) months following Executive's  termination,  or (c) on
an annual basis in approximately equal installments over a period of twenty-four
(24) months following Executive's termination.

     (d) Upon the occurrence of a Change in Control,  Executive will be entitled
to receive  benefits due her on a fully vested basis under or contributed by the
Bank or the Company on her behalf pursuant to any retirement,  incentive, profit
sharing,  bonus,  performance,  option  or  restricted  stock  program  or other
employee  benefit  plan  maintained  by the Bank or the  Company on  Executive's
behalf to the extent such benefits are not otherwise  paid to Executive  under a
separate provision of this Agreement. To the extent any payment pursuant to this
Subsection  would violate any terms of any plan or program or any law,  rules or
regulations  applicable  thereto,  the Bank or the  Company  shall  provide  the
economic  equivalent  of  such  benefit  directly  to  Executive,   as  soon  as
practicable on or after the date a Change in Control occurs.

     (e) Upon the  occurrence  of a Change in Control  followed  by  Executive's
termination of employment,  the Bank will cause Executive's participation in any
Welfare  Plans to be  continued  with  coverage  substantially  identical to the
coverage  maintained  by the Bank or the  Company for  Executive  and any of her
dependents  covered  under  such  plans  prior to the  Change in  Control.  Such
coverage and payments shall cease upon the  expiration of twenty-four  (24) full
calendar months  following the Date of  Termination.  If the Bank or the Company
does not offer a Welfare  Plan after the Change in Control  then the Bank or the
Company shall provide  Executive with a payment upon the  discontinuance  of any
Welfare Plan equal to the value of the provision of such benefit through the end
of the twenty-four (24) month period.

     (f) The use or provision of any  membership,  license,  automobile  use, or
other  perquisites  shall be continued during the twenty-four (24) full calendar
months  following  the Date of  Termination  on the  same  financial  terms  and
obligations as were in place immediately prior to the Change in Control.  To the
extent that any item referred to in this Subsection (f) will after the date of a
Change in Control, no longer be available to Executive,  the Bank or the Company
shall provide the economic equivalent to Executive.

     (g) No payment  under this Section 5 or Section 6 below shall be reduced in
the  event  Executive   obtains  other  employment   following   termination  of
employment. Executive shall not be required to mitigate amounts payable pursuant
to this Section.

     6. CHANGE OF CONTROL RELATED PROVISIONS.

     (a)  Notwithstanding  any provision to the contrary in Section 5 hereof for
any taxable year in which Executive shall be liable, as determined by the Bank's
independent  accountants  for the payment of an excise tax under Section 4999 of
the Code (or any successor  provision  thereto),  with respect to any payment in
the nature of the  compensation  made by the Bank or the  Company to (or for the
benefit of)  Executive,  the Bank shall pay to  Executive  an amount  determined
under the following formula:

          An amount equal to: X

               WHERE:

                    X = E x P
                    1 - [(FI x (1 - SLI)) + SLI + E + M + PO]

     E = the rate at which the excise tax is assessed  under Section 4999 of the
     Code;

     P = the  amount  with  respect  to  which  such  excise  tax  is  assessed,
     determined without regard to this Section 6;

     FI = the highest  marginal  rate of federal  income,  employment  and other
     taxes (other than taxes imposed under Section 4999 of the Code)  applicable
     to Executive for the taxable year in question;



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     SLI = the sum of the highest  marginal  rates of income and  payroll  taxes
     applicable  to  Executive  under  applicable  state and local  laws for the
     taxable year in question;

     M = highest marginal rate of medicare; and

     PO = adjustment for phase out or loss of deduction,  personal  exemption or
     other similar items.

With  respect to any payment in the nature of  compensation  that is made to (or
for the benefit of) Executive under the terms of this Agreement or otherwise and
on which an excise  tax under  Section  4999 of the Code will be  assessed,  the
payment  determined  under  this  Section  6 shall be made to  Executive  on the
earliest of (i) the date the Bank or the  Company is  required to withhold  such
tax,  (ii) the date the tax is required to be paid by  Executive or (iii) at the
time of the Change in  Control.  It is the  intention  of the  parties  that the
Company  and the Bank  provide  Executive  with a full tax  gross-up  under  the
provisions of this  Section,  so that on a net  after-tax  basis,  the result to
Executive  shall be the same as if the  excise  tax under  Section  4999 (or any
successor  provisions) of the Code had not been imposed. The tax gross-up may be
adjusted if alternative minimum tax rules are applicable to Executive.

     7. TERMINATION FOR CAUSE.

     The term  "Termination  for Cause"  shall mean  termination  because of: 1)
Executive's  personal dishonesty,  willful misconduct,  breach of fiduciary duty
involving personal profit, willful violation of any law, rule, regulation (other
than traffic  violations or similar  offenses),  final cease and desist order or
material  breach of any provision of this Agreement  which results in a material
loss to the Bank or the Company, or 2) Executive's  conviction of a crime or act
involving moral turpitude which is no longer subject to appeal. For the purposes
of this Section 7, no act, or the failure to act, on  Executive's  part shall be
"willful"  unless  done,  or omitted to be done,  not in good faith and  without
reasonable  belief that the action or omission was in the best  interests of the
Bank, the Company or their affiliates.  Notwithstanding the foregoing, Executive
shall not be deemed to have been  Terminated  for Cause  unless and until  there
shall have been delivered to her a Notice of  Termination  which shall include a
copy of a  resolution  duly adopted by the  affirmative  vote of not less than a
majority of the  members of the Board at a meeting of the Board  called and held
for that purpose (after  reasonable  notice to Executive and an opportunity  for
her, together with counsel,  to be heard before the Board),  finding that in the
good  faith  opinion of the Board,  Executive  was guilty of conduct  justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after the date of Termination for Cause.  During the period beginning
on the date of the Notice of Termination  for Cause pursuant to Section 8 hereof
through  the date of  Termination  for Cause,  any  unvested  awards  granted to
Executive  under  any  stock  benefit  plan  of the  Bank,  the  Company  or any
subsidiary or affiliate  thereof shall not vest. At the date of Termination  for
Cause,  such unvested stock options and related  limited rights and any unvested
awards shall become null and void and shall not be  exercisable  by or delivered
to Executive at any time subsequent to such Termination for Cause.

     8. NOTICE.

     (a)  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination  (which,  in the case of a Termination for Cause,  shall not be less
than  thirty  (30) days from the date such  Notice  of  Termination  is  given);
provided,  however,  that if a dispute  regarding  the  Executive's  termination
exists, the "Date of Termination" shall be determined in accordance with Section
8(c) of this Agreement.

     (c) If, within thirty (30) days after any Notice of  Termination  is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute exists  concerning the termination,  the Date of Termination shall be on
the date on which the dispute is finally  determined,  either by mutual  written
agreement  of  the  parties,  by a  binding  arbitration  award,  or by a  final
judgment, order or decree of a court of competent


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jurisdiction  (the time for appeal therefrom having expired and no appeal having
been perfected) and,  provided  further,  that the Date of Termination  shall be
extended  by a notice of dispute  only if such notice is given in good faith and
the party  giving  such notice  pursues  the  resolution  of such  dispute  with
reasonable  diligence.  Notwithstanding the pendency of any such dispute, in the
event Executive is terminated for reasons other than  Termination for Cause, the
Bank will  continue to pay  Executive  her Base Salary in effect when the notice
giving rise to the dispute was given until the earlier of: 1) the  resolution of
the  dispute in  accordance  with this  Agreement  or 2) the  expiration  of the
remaining  term of this  Agreement as determined as of the Date of  Termination.
Amounts paid under this  Section are in addition to all other  amounts due under
this  Agreement and shall not be offset  against or reduce any other amounts due
under this Agreement.

     (d) All notices or other  communications  required or  permitted  hereunder
shall be made in  writing  and  shall  be  deemed  to have  been  duly  given if
delivered  by hand or  delivered  by a  recognized  delivery  service or mailed,
postage  prepaid,  by express,  certified or  registered  mail,  return  receipt
requested,  and addressed to the Bank, the Company or Executive,  as applicable,
at the address set forth above for the Bank and the Company,  and to Executive's
address contained in the Bank's files.

     9. POST-TERMINATION OBLIGATIONS.

     All  payments  and  benefits to  Executive  under this  Agreement  shall be
subject to  Executive's  compliance  with this Section 9,  Subsection  10(a) and
Subsection  10(b).   Executive  shall,  upon  reasonable  notice,  furnish  such
information and assistance to the Bank as may reasonably be required by the Bank
in  connection  with any  litigation in which it or any of its  subsidiaries  or
affiliates is, or may become, a party.

     10. NON-COMPETITION AND NON-DISCLOSURE.

     (a) Upon any termination of Executive's  employment  hereunder  pursuant to
Section 4 hereof or Subsection  5(b)(2) hereof,  Executive agrees not to compete
with the Bank for a period of one (1) year following such termination. Executive
agrees that during such period  Executive shall not work for or advise,  consult
or otherwise serve with, directly or indirectly,  a "Significant  Competitor" of
the Bank or the  Company.  "Significant  Competitor"  shall mean any  commercial
bank,  savings bank,  savings and loan association,  mortgage banking company or
other  financial  institution,  or a  holding  company  affiliate  of any of the
foregoing,  that at the date of its  employment  of  Executive  has an office in
Southampton,  East Hampton, Shelter Island, Southhold or Riverhead, New York. If
any court or other  tribunal  having  jurisdiction  to determine the validity or
enforceability of this Subsection determines that, strictly applied, it would be
invalid or unenforceable,  the definition of Significant Competitor and the time
provisions  used shall be deemed  modified to the extent  necessary (but only to
that  extent)  so  that  the  restrictions,  as  modified,  will  be  valid  and
enforceable without further action required by the parties.  The parties hereto,
recognizing  that  irreparable  injury will result to the Bank, its business and
property in the event of Executive's  breach of this Subsection 10(a) agree that
in the event of any such breach by  Executive,  the Bank,  will be entitled,  in
addition  to any other  remedies  and damages  available,  to an  injunction  to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employees  and all  persons  acting  for or under  the  direction  of
Executive.  Nothing  herein  will be  construed  as  prohibiting  the Bank  from
pursuing any other remedies  available to the Bank for such breach or threatened
breach, including the recovery of damages from Executive.

     (b)  Executive  recognizes  and  acknowledges  that  the  knowledge  of the
business  activities and plans for business  activities of the Bank, the Company
and  affiliates  thereof,  as it may  exist  from time to time,  is a  valuable,
special and unique asset of the business of the Bank and the Company.  Executive
will not, during or after the term of her employment,  disclose any knowledge of
the past,  present,  planned or considered  business activities of the Bank, the
Company or affiliates thereof to any person, firm, corporation,  or other entity
for any reason or purpose whatsoever.  Notwithstanding the foregoing,  Executive
may disclose any knowledge of banking,  financial  and/or  economic  principles,
concepts or ideas which are not solely and exclusively derived form the business
plans and activities of the Bank.  Further,  Executive may disclose  information
regarding  the  business  activities  of the  Bank to  supervising  governmental
authorities pursuant to a formal regulatory request.  Executive acknowledges and
agrees that, because  relationships with customers and prospective customers are
expected to constitute a large  portion of the goodwill of the Bank's  business,
it is of great  importance  to the Bank that  Executive  not  solicit the Bank's
customers and  prospective  customers  (other than on behalf of the Bank) during
the period of employment,


<PAGE>



and that Executive not solicit such customers and prospective customers during a
one (1) year period after termination of Executive's employment, with respect to
business,  or  contracts  for any  products or  services  of the type  provided,
developed or under development by the Bank during Executive's  employment by the
Bank. Executive agrees that, while the Executive is employed by the Bank and for
a period of one (1) year  commencing on the date of  termination  of Executive's
employment  with the Bank,  Executive  shall not, within the area referred to in
Subsection  10(a)  above,  and in any other  town in which  Executive  performed
material  services for the Bank,  directly or indirectly  solicit (other than on
behalf of the Bank)  business or  contracts  for any products or services of the
type provided,  developed or under  development  by the Bank during  Executive's
employment  by the  Bank,  from or with  (i) any  person  or  entity  that was a
customer  of the Bank for such  products  or  services as of, or within one year
before, Executive's termination,  or (ii) any prospective customer that the Bank
was  actively  soliciting  as of,  or  within  one (1) year  before  Executive's
termination.  In the event of a breach or threatened  breach by Executive of the
provisions  of this  Subsection,  the Bank  will be  entitled  to an  injunction
restraining Executive from disclosing, in whole or in part, the knowledge of the
past,  present,  planned  or  considered  business  activities  of the  Bank  or
affiliates  thereof,  or  from  rendering  any  services  to any  person,  firm,
corporation,  other entity to whom such knowledge, in whole or in part, has been
disclosed, or is threatened to be disclosed. Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies  available to the Bank for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

     11. SOURCE OF PAYMENTS.

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check from the general funds of the Bank. The Company, however,  unconditionally
guarantees  payment and  provision of all amounts and benefits due  hereunder to
Executive  and, if such  amounts and  benefits  due from the Bank are not timely
paid or  provided  by the  Bank,  such  amounts  and  benefits  shall be paid or
provided  by the  Company.  In the event any amount  becomes  vested and payable
under more than one provision of this Agreement, Executive shall not be entitled
to  receive a  duplicate  payment  of any such  amount  nor shall  Executive  be
entitled to receive duplicate payments from both the Bank and Company.

     12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

     This Agreement contains the entire understanding between the parties hereto
and supersedes  any prior  employment  agreement or change in control  agreement
between the Bank or any predecessor of the Bank and Executive,  except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring  to  Executive  of a kind  elsewhere  provided.  No  provision  of  this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to her without reference to this Agreement.

     13. NO ATTACHMENT.

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement shall be subject to  anticipation,  communication,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive, the Bank, the Company and their respective successors and assigns.

     14. MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless


<PAGE>



specifically  stated therein,  and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or condition for the future as to any act other than that specifically waived.

     15. REQUIRED PROVISIONS.

     Notwithstanding any other provision in this Agreement,  (i) the Bank or the
Company may  terminate  or suspend  this  Agreement  and the  employment  of the
Executive  hereunder,  as if such termination were a Termination for Cause under
Section 7 hereof  to the  extent  required  by the laws of the State of New York
related to banking,  by applicable  federal law relating to deposit insurance or
bank  holding  companies  or by  regulations  or orders  issued  by the  Banking
Commissioner of the State of New York, the Federal Deposit Insurance Corporation
or the Board of  Governors  of the  Federal  Reserve  System and (ii) no payment
shall be required to be made to  Executive  under this  Agreement  to the extent
such payment is  prohibited by  applicable  law  regulation or order issued by a
banking agency or a court of competent jurisdiction;  provided, that it shall be
the  Bank's  or the  Company's  burden  to prove  that any  such  action  was so
required.

     16. SEVERABILITY.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

     17. HEADINGS FOR REFERENCE ONLY.

     The headings and sections  and  paragraphs  herein are included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

     18. GOVERNING LAW.

     The validity, interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of New York.

     19. ARBITRATION.

     Any dispute or  controversy  arising or in connection  with this  Agreement
shall be settled  exclusively by arbitration,  conducted before a panel of three
arbitrators  sitting in a location selected by Executive within fifty (50) miles
from the  location of the Bank,  in  accordance  with the rules of the  American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of her right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

     20. PAYMENT OF COSTS AND LEGAL FEES.

     In the event any dispute or controversy arising under or in connection with
Executive's  termination  is  resolved  in favor of the  Executive,  whether  by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of: (1) all legal fees and costs incurred by Executive in resolving such dispute
or  controversy  which  shall be advanced to  Executive  as incurred  during the
pendency of the  controversy  provided  Executive signs an undertaking to return
the advancements in the event her position is not substantially  upheld, and (2)
any back-pay, including salary, bonuses and any other cash compensation, fringe,
benefits and any  compensation  and benefits due Executive  under this Agreement
plus  interest  on such  amounts at the prime rate  (defined as the base rate on
corporate loans at large U.S. money center  commercial banks as published by The
Wall  Street  Journal),  compounded  monthly,  for the period  from the date the
payment is due until the payment is made. Such  reimbursement and interest shall
be in addition to all rights that Executive is otherwise  entitled to under this
Agreement.



<PAGE>



     21. INDEMNIFICATION.

     The Bank  shall  provide  Executive  (including  her heirs,  executors  and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability insurance policy at its expense and shall indemnify Executive (and her
heirs,  executors and  administrators) to the fullest extent permitted and until
the  expiration  of any period of  limitations  under New York law  against  all
expenses  and  liabilities  reasonably  incurred  by her in  connection  with or
arising out of any action,  suit or  proceeding  in which she may be involved by
reason of her having been a director or officer of the Bank  (whether or not she
continues to be a director or officer at the time of incurring  such expenses or
liabilities),  such expenses and liabilities to include,  but not be limited to,
judgments, court costs and advancement of attorneys' fees and cost of reasonable
settlements.



     22. SUCCESSOR TO THE BANK.

     The Bank  shall  require  any  successor  or  assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the business or assets of the Bank or the Company,  expressly
and  unconditionally  to assume to  perform  the Bank's  obligations  under this
Agreement,  in the same  manner  and to the same  extent  that the Bank would be
required to perform if no such succession or assignment had taken place. Failure
of the Bank to obtain such agreement prior to the  effectiveness of a succession
shall be a breach of this Agreement and shall entitle  Executive to payments and
benefits  from the Bank or Company and such  successor in the same amount and on
the same terms as she would be entitled  pursuant to Section 5 and 6 above.  For
purposes of  implementing  the foregoing,  the date on which any such succession
becomes effective shall be deemed the Date of Termination.




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<PAGE>



     IN WITNESS WHEREOF,  Bridgehampton  National Bank and Bridge Bancorp,  Inc.
have caused this Agreement to be executed by their duly authorized  officers and
directors,  and  Executive  has signed this  Agreement,  on the 16th day of July
2001.




ATTEST:                                           BRIDGEHAMPTION NATIONAL BANK



/s/ Marcia Z. Hefter                              By: /s/ Raymond Wesnofske
Name: Marcia Z. Hefter                            Name:  Raymond Wesnofske
Title:  Director                                  Title:  Chairman of the Board



ATTEST:                                           BRIDGE BANCORP, INC.


/s/ Marcia Z. Hefter                              By: /s/ Raymond Wesnofske
Name:  Marcia Z. Hefter                           Name:  Raymond Wesnofske
Title:  Director                                  Title:  Chairman of the Board



Witness:


/s/ Marcia Z. Hefter                              /s/ Janet T. Verneuille
Name: Marcia Z. Hefter                                Janet T. Verneuille