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                                                                   Exhibit 10.16

                           CHANGE OF CONTROL AGREEMENT

       AGREEMENT, dated as of October 22, 2001, by and among CORNERSTONE
BANCORP, INC., a Connecticut corporation which is a holding company organized
under the provisions of Conn. Gen. Stat. Sec. 36a-181, with a principal place of
business at 550 Summer Street, Stamford, Connecticut 06901 ("Holdings"),
CORNERSTONE BANK, a Connecticut state chartered Bank with its principal
executive offices at 550 Summer Street, Stamford, Connecticut 06901 (the
"Bank"), (Holdings and Bank may be referred to together as "Employer") and
ERNEST J. VERRICO, residing at 17 Wishing Well Lane, Stamford, CT 06902 (the
"Executive").

       WHEREAS, the Executive is an employee of Holdings and currently serves as
a Vice President and Chief Financial Officer and the Executive is also an
employee of the Bank and currently serves as a Senior Vice President and as
Chief Financial Officer; and

       WHEREAS, the Executive does not have a written employment agreement with
the Bank; and

       WHEREAS, the Executive is an employee at will; and

       WHEREAS, it is in the Bank's best interest to provide incentive to
Executive to remain an employee and officer of the Bank during any period prior
to or during a possible change of control of the Bank; and

       WHEREAS, the Bank and the Executive desire to enter into this Agreement
to reflect the terms and conditions set forth herein.

       NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter described and for other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1.     Payment of Severance Amount: If, at any time Executive is a full-time
       officer of the Bank, there is a "Change of Control" of the Bank and at
       any time after that change of control the employment of the Executive is
       involuntarily terminated, the Executive shall be entitled to receive the
       following in consideration of services previously rendered to the Bank:

   (a) The crediting to the Employee for years of service with Holdings or the
       Bank, plus 5 additional years, for purposes of vesting and calculation of
       rights and/or benefits under any 401(k) plan, stock option, stock
       purchase, pension, thrift, profit sharing,

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       group life insurance, supplemental life insurance, medical coverage,
       disability, education or other retirement or employee benefit plan of
       Holdings or the Bank or of any successor entity.

   (b) Eighteen (18) months notice of termination of employment, during which
       period the Executive shall be entitled to receive, without offset for any
       reason, (i) payment of the Executive's current annual salary, plus (ii)
       the highest bonus received by the Executive during the period commencing
       with the thirty sixth (36th) month preceding the change of control and
       ending with the date of involuntary termination; and

   (c) Following the eighteen (18) month period referred to in (a) above, at
       Executive's election given in writing to the Bank at least 30 days prior
       to the end of such eighteen (18) month period, either a lump sum cash
       payment or thirty six (36) monthly periodic payments, upon termination,
       or commencing upon termination, as the case may be, in an amount equal to
       the sum of (x) three times the Executive's current annual salary, plus
       (y) three times the highest bonus received by the Executive during the
       period commencing with the thirty sixth (36th) month preceding the change
       in control and ending with the date of termination.

   (d) During the eighteen (18) month period referred to in (a) above, Executive
       shall not be required to perform duties substantially different from his
       duties as an executive and officer of the bank prior to the change of
       control. In addition, Executive shall not be required to relocate more
       than 25 miles from Stamford, Connecticut, in order to perform his duties
       under this agreement. If Executive is assigned to duties which are
       substantially different than his duties prior to the change of control or
       if the Executive is required to relocate more than 25 miles from
       Stamford, he may refuse such assignment and such refusal shall not be
       considered a breach of this Agreement.

2.     Change of Control:

   (a) A "change in control", for purposes of this Agreement, shall be deemed to
       have taken place if any of the following events (the Events) occur: (i)
       any person or group of persons with a unity of interest or other
       affiliation sufficient for them to act in concert becomes the beneficial
       owner of 25 percent or more of the total number of voting shares of the
       Bank; (ii) any person (other than the persons named as proxies solicited
       on behalf of the Board) holds revocable or irrevocable proxies, as to the
       election or removal of directors of the Bank, for 25 percent or more of
       the total number of voting shares of the Bank; (iii) any person has
       entered into an agreement or received an option for the acquisition of,
       beneficial ownership of 25 percent or more of the total number of voting
       shares of the Bank,

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       whether or not the requisite approval for such acquisition has been
       received under applicable laws or the respective regulations issued
       thereunder; or (iv) as the result of, or in connection with, any cash
       tender or exchange offer, merger, or other business combination, sale of
       assets or contested election, or any combination of the foregoing
       transactions, the persons who were directors of the Bank before such
       transaction shall cease to constitute at least two-thirds of the Board of
       Directors of the Bank or any successor corporation. For purposes of this
       Agreement, a "person" includes an individual, corporation, partnership,
       trust, association, joint venture, pool, syndicate, unincorporated
       organization, joint-stock company, or similar organization or group
       acting in concert. For purposes of this Agreement, a person shall be
       deemed to be a beneficial owner as that term is used in Rule 13d-3 under
       the Securities Exchange Act of 1934. Notwithstanding the foregoing, a
       "change in control" shall not include the acquisition of the Bank's
       voting stock by a holding company organized by the Bank pursuant to Conn.
       Gen. Stat. Sec. 36a-181 (Holding Company), unless one or more of the
       Events described in the preceding paragraph occurs prior to the
       organization of a Holding Company or as part of a plan which involves the
       organization of a Holding Company. Furthermore, should the Bank organize
       a Holding Company, and should one of the Events described in the
       preceding paragraph occur with respect to the Holding Company (instead of
       the Bank), then a change in control shall be deemed to have taken place.

   (b) In the event that any payment or benefit received by the Executive under
       this Agreement shall constitute an "excess parachute payment" within the
       meaning of Section 280G(b) of the Internal Revenue Code of 1986, as
       amended (the "Code"), the Bank shall pay the Executive such amount or
       amounts (collectively, the "indemnification amount") as are equal to the
       amount of any income, excise or other tax or taxes assessed against the
       Executive as a result of the Executive's receipt of the "excess parachute
       payment", whether assessed under Section 4999 of the Code or under any
       other federal or state tax laws.

3.     Involuntary Termination of Employment Defined: Involuntary termination of
       employment shall not include termination by the Bank because of the
       Executive's personal dishonesty, incompetence, willful misconduct, breach
       of fiduciary duty involving personal profit, intentional failure to
       perform stated duties, willful violation of any law, rule, or regulation
       (other than traffic violations or similar offenses) or willful violation
       of a final cease and desist order.

4.     Amendments or Additions; Action by Board: No amendments or additions to
       this Agreement shall be binding unless in writing and signed by all
       parties hereto. The prior approval by a two-thirds affirmative vote of
       the full Board shall be required in order for the Board to authorize any
       amendments or additions to this

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       Agreement, to give any consents or waivers of provisions of this
       Agreement, or to take any other action under this Agreement.

5.     Term: This Agreement shall survive and continue for as long as the
       Executive is a full time officer of the Bank.

6.     Entire Agreement: This Agreement contains the entire agreement between
       the parties with respect to the subject matter herein, and there are no
       other representations, warranties, conditions or agreements relating to
       the subject matter of this Agreement.

7.     Successors and Assigns: This Agreement shall be binding upon and inure to
       the benefit of the Bank and Executive and their respective successors,
       assigns, heirs, and legal representatives. Without otherwise limiting the
       foregoing, "Bank" as used herein shall refer to any successor institution
       whether by merger, consolidation, acquisition or otherwise.

8.     Section Headings: The section headings used in this Agreement are
       included solely for convenience and shall not affect, or be used in
       connection with, the interpretation of this Agreement.

9.     Severability: The provisions of this Agreement shall be deemed severable
       and the invalidity or unenforceability of any provision shall not affect
       the validity or enforceability of the other provisions hereof.

10.    Governing Law: This Agreement shall be governed by the laws of the State
       of Connecticut to the extent applicable, and otherwise by the laws of the
       United States.

11.    Further Documents: Each of the parties agrees to execute all further
       instruments and documents and to take all further action as the other
       party may reasonably request in order to effectuate the terms and
       purposes of this Agreement.

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12.    Counterparts: This Agreement may be executed in one or more counterparts,
       all of which taken together shall constitute one and the same instrument.

                                        CORNERSTONE BANK

                                        By   /s/ James P. Jakubek
                                          --------------------------------------
                                          James P. Jakubek, President

                                        EXECUTIVE

                                           /s/ Ernest J. Verrico
                                        ----------------------------------------
                                        Ernest J. Verrico

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