EXHIBIT 10.2


                        BRIDGE BANK, NATIONAL ASSOCIATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                       ARTICLE I: PURPOSE; EFFECTIVE DATE

      The purpose of this Supplemental Executive Retirement Plan (the "Plan") is
to provide supplemental retirement benefits for certain key employees of Bridge
Bank, National Association, and subsidiaries or affiliates thereof. It is
intended that the Plan will aid in retaining and attracting individuals of
exceptional ability by providing them with these benefits. This Plan shall be
effective as of August 1, 2004.


                            ARTICLE II: DEFINITIONS

      For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

      2.1    ACCRUAL YEARS.  "Accrual Years" means the following:

             (a) For a Tier 1 Participant, the greater of fifteen (15) or the
      Years of Credited Service the Participant is projected to have at age
      fifty-five (55).

            (b) For a Tier 2 Participant, the greater of twenty (20) or the
      Years of Credited Service the Participant is projected to have at age
      fifty-five (55).

       2.2 ACTUARIAL EQUIVALENT. "Actuarial Equivalent" means equivalence in
value between two (2) or more forms and/or times of payment based on a
determination by an actuary chosen by the Committee. In determining equivalent
value, the actuary shall use assumptions consistent with those required by the
Financial Accounting Standards Board for disclosing the Plan's financial
information to shareholders, and appropriate as of the date the calculation is
performed.

      2.3 BENEFICIARY. "Beneficiary" means the person, persons or entity
entitled under Article VI to receive any Plan benefits payable after a
Participant's death.

      2.4 BOARD. "Board" means the Board of Directors of Bridge Bank, National
Association.

      2.5    CHANGE IN CONTROL.

            (a) A "Change of Control" means the occurrence of any of the
      following events with respect to Employer:

               (i) A change in control of a nature that would be required to be
         reported in response to Item 6(e) of Schedule 14A of Regulation 14A
         promulgated under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), or in response to any other form or report to the
         regulatory agencies or governmental authorities having jurisdiction
         over Employer or any stock exchange on which Employer's shares are
         listed which requires the reporting of a change in control;



                                       1
<PAGE>


               (ii) Any merger, consolidation or reorganization of Employer in
         which Employer does not survive;

               (iii) Any sale, lease, exchange, mortgage, pledge, transfer or
         other disposition (in one transaction or a series of transactions) of
         any assets of Employer having an aggregate fair market value of fifty
         percent (50%) of the total value of the assets of Employer, reflected
         in the most recent balance sheet of Employer;

               (iv) A transaction whereby any "person" (as such term is used in
         the Exchange Act) or any individual, corporation, partnership, trust or
         any other entity is or becomes the beneficial owner, directly or
         indirectly, of securities of Employer representing twenty-five percent
         (25%) or more of the combined voting power of Employer's then
         outstanding securities;

               (v) A situation where, in any one-year period, individuals who at
         the beginning of such period constitute the Board of Directors of
         Employer cease for any reason to constitute at least a majority
         thereof, unless the election, or the nomination for election by
         Employer's shareholder(s), of each new director is approved by a vote
         of at least three-quarters (3/4) of the directors then still in office
         who were directors at the beginning of the period; or

               (vi) The shareholder(s) of the Employer approve the sale or
         transfer of substantially all of Employer's assets to parties that are
         not within a "controlled group of corporations" (as that term is
         defined in section 1563 of the Code) in which Employer is a member.

            (b) Notwithstanding the foregoing or anything else contained herein
      to the contrary, there shall be no change in control for purposes of this
      Plan if the event which would otherwise come within the meaning of the
      term "change in control" involves:

               (i) A reorganization at the direction of Employer solely to form
         a parent bank holding company which owns one hundred percent (100%) of
         Employer's common stock following the reorganization; or

               (ii) An Employee Stock Ownership Plan sponsored by Employer or
         its parent holding bank company which is the party that acquires
         "control" or is the principal participant in the transaction
         constituting a "change in control," as described above; or

               (iii) A reorganization in which Employer is merged with and into
         another wholly-owned bank subsidiary of Employer's parent bank holding
         company to consolidate operations under the charter of such other bank
         subsidiary.

      2.6    CODE.  "Code" means the Internal Revenue Code of 1986, as amended.

      2.7 COMMITTEE. "Committee" means the Administrative Committee appointed by
the Board to administer the Plan pursuant to Article VII.

      2.8 COMPENSATION. "Compensation" means the base salary paid to a
Participant and considered to be "wages" for purposes of federal income tax
withholding. Compensation shall be calculated before reduction for any amounts
deferred pursuant to any deferral arrangement by which the Participant can defer


                                       2
<PAGE>

the current receipt of income. Compensation does not include bonuses, expense
reimbursements, or any form of non-cash compensation or benefits.

      2.9 DISABILITY. "Disability" means a medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, as a result of
which the Participant is unable to engage in any substantial gainful activity.

      2.10 EARLY RETIREMENT DATE. "Early Retirement Date" means the date on
which a Participant terminates employment with Employer, if such termination
date occurs on or after such Participant's attainment of age 55 and completion
of 5 Years of Credited Service, but prior to his Normal Retirement Date.

      2.11 EMPLOYER. "Employer" means Bridge Bank, National Association, a
national banking association, and any affiliated or subsidiary corporation
designated by the Board, or any successors to the businesses thereof.

      2.12 FINAL AVERAGE COMPENSATION. "Final Average Compensation" means the
Participant's Compensation during the last three full consecutive calendar years
of employment with Employer, divided by three (3). If a Participant has less
than three (3) consecutive calendar years of employment with Employer, "Final
Average Compensation" means his annualized average Compensation over his Years
of Credited Service with Employer.

      2.13 GOOD REASON. "Good Reason" means without the Participant's consent
there occurs:

            (a) any material adverse change in the nature and scope of the
      Participant's position, responsibilities, duties, or a change of five (5)
      miles or more in the Participant's location of employment, and any
      material reduction in salary or benefits; or

            (b) any event which reasonably constitutes a demotion, significant
      diminution or constructive termination (by resignation or otherwise) of
      the Participant's employment.

      2.14 NORMAL RETIREMENT DATE. "Normal Retirement Date" means the date on
which the Participant terminates employment with Employer if such termination
date occurs on or after the earlier of a) the Participant's attainment of age
sixty-five (65) and b) the date, on or after the Participant's attainment of age
sixty-two (62), when the Participant's Years of Credited Service equal or exceed
his Accrual Years.

      2.15 PARTICIPANT. "Participant" means any individual who is participating
in or has participated in this Plan, and who has not yet received his full
benefit hereunder, as provided in Article III.

      2.16 PARTICIPATION AGREEMENT. "Participation Agreement" means the
agreement filed by a Participant and approved by Employer pursuant to Article
III.

      2.17 RETIREMENT. "Retirement" means a Participant's termination from
employment with Employer at the Participant's Early Retirement Date or Normal
Retirement Date, as applicable.

      2.18 SUPPLEMENTAL RETIREMENT BENEFIT. "Supplemental Retirement Benefit"
means the benefit determined under Article V of this Plan.



                                       3
<PAGE>

      2.19 TARGET RETIREMENT PERCENTAGE. "Target Retirement Percentage" shall
equal the following:

            (a) For a Tier 1 Participant: 60% multiplied by a fraction, the
      numerator of which is the Participant's Years of Credited Service, not to
      exceed Accrual Years, and the denominator of which is Accrual Years.

            (b) For a Tier 2 Participant: 40% multiplied by a fraction, the
      numerator of which is the Participant's Years of Credited Service, not to
      exceed Accrual Years, and the denominator of which is Accrual Years.

      2.20 YEARS OF CREDITED SERVICE. "Years of Credited Service" means the
Participant's number of whole calendar months of continuous service as an
employee of Employer, divided by twelve (12).


                     ARTICLE III: PARTICIPATION AND VESTING

      3.1    ELIGIBILITY AND PARTICIPATION.

            (a) ELIGIBILITY. Eligibility to participate in the Plan is limited
      to a select group of management or highly compensated employees of
      Employer that are designated, from time to time, by the Board. The Board
      shall determine whether a Participant shall be a Tier 1 or a Tier 2
      Participant.

            (b) PARTICIPATION. An employee's participation in the Plan shall be
      effective upon notification of such person by Employer of eligibility to
      participate, completion of a Participation Agreement by such person, and
      acceptance of the Participation Agreement by Employer. Except as modified
      by paragraph 3.2 below, participation in the Plan shall continue until
      such time as the Participant terminates employment with Employer and as
      long thereafter as the Participant is eligible to receive benefits under
      this Plan.

      3.2 CHANGE IN EMPLOYMENT STATUS. If the Board determines that a
Participant's employment performance is no longer at a level which deserves
reward through participation in this Plan, but does not terminate the
Participant's employment with Employer, participation herein and eligibility to
receive benefits hereunder shall be limited to the Participant's vested interest
in such benefits as of the date designated by the Board. In such an event, the
benefits payable to the Participant shall be based solely on the Participant's
Years of Credited Service and Compensation as of the date designated by the
Board.

      3.3 VESTING. A Participant whose employment with Employer terminates
because of Disability, Normal Retirement, Death or for Good Reason within 24
months following a Change in Control shall be 100% vested in the Participant's
Supplemental Retirement Benefit. On any other termination (including a
termination of participation in accordance with Section 3.2), vesting shall be
at a rate equal to 10% for each completed Year of Credited Service.

      3.4 SUICIDE; MISREPRESENTATION. Notwithstanding the provisions of Section
3.3 and Article IV and V, no benefit shall be paid to a Beneficiary if the
Participant's death occurs as a result of suicide during the 24 successive
calendar months beginning with the calendar month following the commencement of
an individual's participation in this Plan. Similarly, no benefit shall be paid
if death occurs within the 24 successive calendar months following commencement



                                       4
<PAGE>

of an individual's participation in the Plan if the Participant has made a
material misrepresentation in any form or document provided by the Participant
to or for the benefit of Employer.

      3.5 DISCHARGE FOR CAUSE. Notwithstanding the provisions of Section 3.3 and
Articles IV and V, no benefit shall be paid hereunder if a Participant's
employment with Employer has been terminated for "cause." A termination for
cause is a termination based upon the occurrence of any one of the following
events:

            (a) The Participant's willful and intentional violation of any state
      or federal banking or securities laws, or of the Bylaws, rules, policies
      or resolutions of Employer, or the rules or regulations of the Federal
      Deposit Insurance Corporation, Office of the Comptroller of the Currency,
      or other regulatory agency or governmental authority having jurisdiction
      over Employer, which in the opinion of the Committee has or might have a
      material adverse effect upon Employer;

            (b) The Participant's conviction of (i) any felony or (ii) a crime
      involving moral turpitude, or the Participant's willful and intentional
      commission of a fraudulent or dishonest act; or

            (c) The Participant's willful and intentional disclosure, without
      authority, of any secret or confidential information concerning Employer
      or any customer of Employer, or taking any action which Employer's Board
      determines, in its sole discretion and subject to good faith, fair dealing
      and reasonableness, constitutes unfair competition with or induces any
      customer to breach any contract with Employer.


                          ARTICLE IV: SURVIVOR BENEFITS

      4.1 PRE-TERMINATION SURVIVOR BENEFIT. Subject to Sections 3.3 and 3.4, if
a Participant dies while employed by Employer, Employer shall pay a lump sum
survivor benefit to the Participant's Beneficiary equal to the Actuarial
Equivalent value of the benefit the Participant could have received under
Article V had he voluntarily terminated employment with Employer on the date of
death. Payment shall be made on the first business day of January in the
calendar year immediately following the date of death or as soon thereafter as
allowed by law. This benefit is in lieu of any other benefit payable under the
Plan.

      4.2    POST-TERMINATION SURVIVOR BENEFIT.

            (a) DEATH PRIOR TO COMMENCEMENT OF BENEFITS. Subject to Sections 3.3
      and 3.4, if a Participant dies following his termination of employment
      with Employer and prior to the commencement of benefits hereunder,
      Employer shall pay a lump sum survivor benefit to the Participant's
      Beneficiary equal to the Actuarial Equivalent value of the benefit the
      Participant had accrued under Article V at termination of employment with
      Employer. Payment shall be made on the first business day of January in
      the calendar year immediately following the date of death or as soon
      thereafter as allowed by law.

            (b) DEATH AFTER COMMENCEMENT OF BENEFITS. Subject to Section 3.4, if
      a Participant dies following his termination of employment with Employer
      and after payments have commenced in accordance with the form of benefit
      determined under Section 5.6, a survivor benefit will be paid if, and to
      the extent, provided for under such form of benefit.



                                       5
<PAGE>


                   ARTICLE V: SUPPLEMENTAL RETIREMENT BENEFITS

      5.1 NORMAL RETIREMENT BENEFIT. If a Participant retires at a Normal
Retirement Date, Employer shall pay to the Participant an annual Supplemental
Retirement Benefit equal to the Target Retirement Percentage multiplied by the
Participant's Final Average Compensation. Payment shall commence on the first
business day of January in the calendar year immediately following the
Participant's Retirement or as soon thereafter as allowed by law.

      5.2 EARLY RETIREMENT BENEFIT. If a Participant retires at an Early
Retirement Date, Employer shall pay to the Participant an annual Supplemental
Retirement Benefit equal to the vested portion of the benefit determined under
Section 5.1. Payment shall commence on the first business day of January in the
calendar year immediately following the Participant's attainment of age
sixty-five (65) or as soon thereafter as allowed by law. The Participant may,
however, request the commencement of benefits before this date and the Committee
may, in its sole discretion, grant or deny such request. If the Participant's
benefits commence at an earlier date, the amount of the payments shall be
reduced on an Actuarial Equivalent basis.

      5.3 EARLY TERMINATION BENEFIT. If a vested Participant terminates
employment with Employer prior to Retirement or death, Employer shall pay to the
Participant the vested portion of the Supplemental Retirement Benefit as
determined under Section 5.1. Payment shall commence on the first business day
of January in the calendar year immediately following the Participant's
attainment of age sixty-five (65) or as soon thereafter as allowed by law.

      5.4 DISABILITY BENEFIT. If a Participant receives a Supplemental
Retirement Benefit under this Plan due to Disability, with the exception of
vesting enhancements under Section 3.3, benefits will be payable as though the
Participant voluntarily terminated employment on the date of Disability.

      5.5 CHANGE IN CONTROL. If a Participant's employment terminates for Good
Reason within 24 months following a Change in Control, Employer shall pay to the
Participant, in lieu of any other benefit under this Article V, the annual
Supplemental Retirement Benefit as determined under Section 5.1 with the
following adjustments:

            (a) The benefit shall be fully vested in accordance with Section
      3.3;

            (b) Accrual Years shall equal ten (10);

            (c) Payments shall commence on the first business day of January in
      the calendar year immediately following the Participant's attainment of
      age fifty-five (55) or as soon thereafter as allowed by law. For
      Participants who are age fifty-five or older at the time of termination
      for Good Reason following a Change in Control, payments shall commence on
      the first business day of January in the calendar year immediately
      following termination or as soon thereafter as allowed by law. In no event
      shall benefits commence prior to the Participant attaining age fifty-five
      (55). Any benefit payable under this Section 5.5 shall not be subject to
      reduction for early commencement.

            (d) The Supplemental Retirement Benefit payable under this Section
      5.5 shall be reduced, if necessary, to ensure that no payment or
      distribution by the Company or any other person to or for the benefit of
      the Participant will be subject to the excise tax imposed by Section 4999
      of the Code.



                                       6
<PAGE>


      5.6 FORM OF BENEFIT PAYMENT. The Supplemental Retirement Benefit shall be
paid in fifteen (15) equal annual payments.

      5.7 COMMENCEMENT OF BENEFIT PAYMENTS. Notwithstanding any other provision
of this Plan to the contrary, no benefits shall be paid under this Article V
until thirty (30) days after an appropriate application for such benefits has
been made.

      5.8 WITHHOLDING; PAYROLL TAXES. Employer shall have the right to withhold
from a Participant's base salary any applicable employment taxes or other taxes
required to be withheld with respect to a Participant while the Participant is
employed by Employer. In addition, Employer shall withhold from payments made
hereunder any taxes required to be withheld from a Participant's wages under
federal, state or local law.

      5.9 PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of his property, the Committee may direct payment of such Plan benefit to the
guardian, legal representative or such person having the care and custody of
such minor, incompetent or person. The Committee may require proof of
incompetence, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the Plan benefit. Such distribution shall completely
discharge the Committee and Employer from all liability with respect to such
benefit.


                       ARTICLE VI: BENEFICIARY DESIGNATION

      6.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
time, to designate any person or persons as his Beneficiary or Beneficiaries
(both primary as well as secondary) to whom benefits under this Plan shall be
paid in the event of his death prior to complete distribution to the Participant
of the benefits due under the Plan. Each Beneficiary designation shall be in a
written form prescribed by the Committee, and will be effective only when filed
with the Committee during the Participant's lifetime.

      6.2 AMENDMENTS; MARITAL STATUS. A Participant may change his Beneficiary
designation without the consent of any designated Beneficiary by filing a new
Beneficiary designation with the Committee. The filing of a new Beneficiary
designation form will cancel all Beneficiary designations previously filed. If a
Participant's Compensation is community property, any Beneficiary designation
shall be valid or effective only as permitted under applicable law.

      6.3 NO PARTICIPANT DESIGNATION. In the absence of an effective Beneficiary
designation, or if all designated Beneficiaries predecease the Participant or
die prior to complete distribution of the Participant's benefits, the
Participant's designated Beneficiary shall be deemed to be the Participant's
estate.

      6.4 EFFECT OF PAYMENT. The payment to the deemed Beneficiary shall
completely discharge Employer's obligations under this Plan.



                                       7
<PAGE>


                           ARTICLE VII: ADMINISTRATION

      7.1 COMMITTEE; DUTIES. This Plan shall be administered by an
Administrative Committee which shall consist of not less than three persons
appointed by the Board. Any member of the Committee may be removed at any time
by the Board. Any member may resign by delivering his written resignation to the
Board. Upon the existence of any vacancy, the Board may appoint a successor. The
Committee shall have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan. A majority of the members of the Committee
shall constitute a quorum for the transaction of business. A majority vote of
the Committee members constituting a quorum shall control any decision.

      7.2 AGENTS. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative duties as
it sees fit, and may from time to time consult with counsel who may be counsel
to Employer.

      7.3 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
in respect of any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in the Plan.

      7.4 INDEMNITY OF COMMITTEE. Employer shall indemnify and hold harmless the
members of the Committee against any and all claims, loss, damage, expense, or
liability arising from any action or failure to act with respect to this Plan,
except in the case of gross negligence or willful misconduct.


                         ARTICLE VIII: CLAIMS PROCEDURE

      8.1 CLAIM. Any person claiming a benefit, requesting an interpretation or
ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee which shall respond in writing as soon
as practicable.

      8.2 DENIAL OF CLAIM. If the claim or request is denied, the written notice
of denial should state:

            (a) The reason for denial, with specific reference to the Plan
      provisions on which the denial is based.

            (b) A description of any additional material or information required
      and an explanation of why it is necessary.

            (c) An explanation of the Plan's claim review procedure.

      8.3 REVIEW OF CLAIM. Any person whose claim or request is denied or who
has not received a response within 30 days may request a review by notice given
in writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.



                                       8
<PAGE>


      8.4 FINAL DECISION. The decision on review shall normally be made within
60 days. If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be 120
days. The decision shall be in writing and shall state the reason and the
relevant Plan provisions. All decisions on review shall be final and bind all
parties concerned.


                ARTICLE IX: TERMINATION, SUSPENSION OR AMENDMENT

      9.1 TERMINATION, SUSPENSION OR AMENDMENT OF PLAN. The Board may, in its
sole discretion, terminate or suspend this Plan at any time or from time to
time, in whole or in part. The Board may amend this Plan at any time or from
time to time. Any amendment may provide different benefits or amounts of
benefits from those herein set forth. However, no such termination, suspension
or amendment shall adversely affect the benefits of Participants which have
vested prior to such action, the benefits of any Participant who has previously
retired, or the benefits of any Beneficiary of a Participant who has previously
died. Furthermore, no termination, suspension or amendment shall alter the
applicability of the vesting schedule in Section 3.3 with respect to a
Participant's accrued benefit at the time of such termination, suspension or
amendment.


                            ARTICLE X: MISCELLANEOUS

      10.1 UNFUNDED PLAN. This Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of "management or highly compensation employees" within the meaning of
Sections 201, 301, and 401 of the Employee Retirement Income Security act of
1974, as amended ("ERISA"), and therefore to be exempt from the provisions of
Parts 2, 3, and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and
no further benefits shall be paid hereunder if it is determined by a court of
competent jurisdiction or by an opinion of counsel that the Plan constitutes an
employee pension benefit plan within the meaning of Section 3(2) of ERISA which
is not so exempt.

      10.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of Employer, nor shall they be Beneficiaries
of, or have any rights, claims or interests in any life insurance policies,
annuity contracts, or the proceeds therefrom owned or which may be acquired by
Employer. Except as may be provided in Section 10.3, such policies, annuity
contracts or other assets of Employer shall not be held under any trust for the
benefit of Participants, their Beneficiaries, heirs, successors or assigns, or
held in any way as collateral security for the fulfilling of the obligations of
Employer under this Plan. Any and all of Employer's assets and policies shall
be, and remain, the general, unpledged, unrestricted assets of Employer.
Employer's obligation under the Plan shall be that of an unfunded and unsecured
promise to pay money in the future.

      10.3 TRUST FUND. Employer shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, Employer may establish one
or more trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of Employer's
creditors. To the extent any benefits provided under the Plan are actually paid
from any such trust, Employer shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, Employer.



                                       9
<PAGE>


      10.4 NONASSIGNABILITY. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, expressly declared to be unassignable and
nontransferable. No part of the amount payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

      10.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between Employer and
the Participant, and the Participant (or his Beneficiary) shall have no rights
against Employer except as may otherwise be specifically provided herein.
Moreover, nothing in this Plan shall be deemed to give a Participant the right
to be retained in the service of Employer or to interfere with the right of
Employer to discipline or discharge him at any time.

      10.6 PROTECTIVE PROVISIONS. A Participant will cooperate with Employer by
furnishing any and all information requested by Employer, in order to facilitate
the payment of benefits hereunder, and by taking such physical examinations as
Employer may deem necessary and taking such other action as may be requested by
Employer.

      10.7 TERMS. Whenever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the plural or
singular, as the case may be, in all cases where they would so apply.

      10.8 CAPTIONS. The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.

      10.9 GOVERNING LAW. The provisions of this Plan shall be construed,
interpreted, and governed in all respects in accordance with applicable federal
law and, to the extent not preempted by such federal law, in accordance with the
laws of the State of California.

      10.10 VALIDITY. If any provision of this Plan shall be held illegal or
invalid for any reason, the remaining provisions shall nevertheless continue in
full force and effect without being impaired or invalidated in any way.

      10.11 NOTICE. Any notice or filing required or permitted to be given to
the Committee under the Plan shall be sufficient in writing and hand-delivered,
or sent by registered or certified mail, to any member of the Committee, or to
Employer's statutory agent. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.



                                       10
<PAGE>


      10.12 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of Employer and its successors and assigns. The term successors as used
herein shall include any corporate or other business entity which shall, whether
by merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of Employer, and successors of any such corporation
or other business entity.


                                          BRIDGE BANK, NATIONAL ASSOCIATION


                                          By: __________________________________
                                                 Chairman

                                          Dated: _______________________________





                                       11