EXHIBIT 10.9


                              PERFORMANCE INCENTIVE

                                COMPENSATION PLAN




OBJECTIVE

The purpose of the Bridge Bank Performance Incentive  Compensation Plan ("Plan")
is to motivate  the  achievement  of  specific  Bank,  division/group/team,  and
individual  performance goals annually and align the financial  interests of the
individual officers and staff employees of Bridge Bank with those of the Bank.


DEFINITIONS

"Bank"            Bridge Bank, National Association

"Plan"            Performance Incentive Compensation Plan of Bridge Bank.

"Participant"     All active and eligible  employees of the Bank with a
                  minimum of three (3) months continuous service.


"Committee"       The Compensation Committee of the Board of Directors of
                  Bridge Bank

"Board"           The Board of Directors of Bridge Bank


ELIGIBILITY

All  non-commission   based  exempt  employees  of  the  Bank  are  eligible  to
participate in the Plan.  Additionally,  select commission-based  employees with
discretionary   non-production   related   performance  goals  are  eligible  to
participate.  Positions  at the  non-exempt  level  do not have  target  awards;
rather,  non-exempt employees are eligible for one-time exceptional  performance


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awards  that may be  granted  at the end of the year or at the  conclusion  of a
successful project.

Eligible  Participants  will be notified annually in the month of December prior
to the Plan year as to their participation for the current Plan year.  Employees
hired during the Plan year who are approved for  participation  in the Plan will
receive a pro-rata incentive award based upon their length of service during the
Plan year.  Should  Participants be absent for a portion of the Plan year due to
management  approved  Leave of  Absence or  Disability,  those  periods  will be
excluded and the award pro-rated, subject to Conditions and Restrictions, below.

A minimum of three months continuous service with the Bank is necessary in order
to be eligible for an award under the Plan.


PLAN YEAR

The Plan year will be January 1 through December 31, until otherwise modified.

PLAN REVIEW

The Plan will be reviewed annually by management, the Committee, and the Board.

PLAN ADMINISTRATION

The Committee  administers  the Plan on behalf of the Board.  The Board,  at the
recommendation of the Committee and management,  approves, for Plan participants
at the Executive  Vice  President  level and above,  bonus award  levels,  Bank,
division/group/team,  and individual  objectives and target performance  levels,
and final  incentive  payouts.  The  President  and CEO of the Bank is delegated
similar  authority  for  administering  the Plan for  Participants  Senior  Vice
President and below. The President and CEO is also delegated the  responsibility
for the day-to-day  administration of the Plan and developing the objectives and
awards for the executives, officers and staff.

PLAN DESIGN

The Plan is designed to provide an incentive for Participants to meet and exceed
Bank, division/group/team, and individual financial and performance goals. Bank,
division/group/team,  and individual performance goals are established each year
by Bank  management  and reviewed and approved by the Board of Directors.  These
goals are  established  as part of the process of building the Bank's  financial
operating  plan for the upcoming  year.  Each position in the Bank is assigned a
performance  weighting  among  achievement  of  Bank,  division/group/team,  and

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individual  goals.  Each Plan year,  each  eligible  Participant  is assigned an
approved  bonus  percentage  range based upon his or her  position  and scope of
responsibility.  Specific bonus award  percentages  are set by the Board, at its
sole discretion, at the recommendation of the Committee and management,  and may
be revised from time to time, at its sole discretion, based upon periodic review
of  market  compensation  comparables  of peer  banks as well as other  relevant
factors.  Bonus awards will be calculated  as a percentage of the  Participant's
base annual salary at the end of the Plan year.  The approved bonus award may be
adjusted upward or downward within the established  percentage range - or beyond
the established  range - based upon  performance of the participant  relative to
established  performance goals.  Exhibit "A" discusses how the targets and bonus
awards  will be  determined  for the  current  Plan year.  Exhibit "B" lists the
specific  performance  goals  and  approved  range  of  bonus  percent  for  the
individual Participant.


INCENTIVE COMPENSATION AWARD PAYMENT

Bonus award  payouts  will be  calculated  using the  methodology  described  in
Exhibits  "A"  and  "B"  and  paid  out,  subject  to the  Plan  Conditions  and
Restrictions,   below,   upon  approval  of  management  and/or  the  Board  and
confirmation of the Bank's  financial  performance by its independent  auditors.
Bonus awards will be paid through the Bank's normal payroll  procedures and will
be subject to all applicable withholding and taxes.


EMPLOYMENT TERMINATION

Participants  who terminate  employment  with the Bank during the Plan year will
not  participate  in any  part  of the  incentive  for  that  year,  unless  the
termination  is pursuant to a  management  or board  approved  agreement.  Bonus
awards under this Plan are not earned until paid.


CONDITIONS AND RESTRICTIONS

The Bank reserves the right to amend, modify, or terminate this Plan at its sole
discretion at any time.

All bonus and incentive  awards are granted at the sole discretion of management
and the Board of Directors.

There is no guarantee that any or every  Participant  will be paid a bonus under
this Plan.  Bonuses are intended to be paid for performance above and beyond the
usual  expectations  of the position.  If, in the judgment of the supervisor and
management,  some or all Participants  have not contributed at a level deserving

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of a performance bonus, even if the formula indicates a bonus award, there is no
requirement of the Bank to pay such a bonus award.

Extraordinary  occurrences  that are outside of the influence of the Bank and/or
Participant that may cause an unintended  effect,  positive or negative,  on the
performance  of the Bank and/or the  calculation  of a  Participant's  potential
performance bonus may be included in the bonus award calculation.

As with any individual assessment of performance, earned bonus amounts should be
kept in the highest confidence between the Participant and the Bank.

Staffing  changes during the Plan year may alter the composition of the group of
eligible participants,  and thereby, the target bonus pool as well as the actual
bonus pool.

Allocation of a bonus award to a Participant  will not be affected by management
approved  vacation  or  personal  time  off  leave  unless  such  time  has been
excessive,  that  is,  more  than  the  time  off  permitted  under  the  Bank's
established time off policies. In such cases, the bonus award may be prorated at
the sole  discretion of management  after  consultation  with the  Participant's
supervisor.

If an eligible  employee is  transferred  to another  position  within the Bank,
he/she will have continued  eligibility  for a bonus award,  prorated based upon
the time spent in each position.


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