EMPLOYMENT AGREEMENT
                              --------------------

     This Employment Agreement  ("Agreement") is entered into and made effective
as of  the  9th  day  of  October,  2007  ("Effective  Date"),  by  and  between
Bridgehampton National Bank, a bank organized and existing under the laws of the
United  States of  America  and  having its  executive  offices at 2200  Montauk
Highway,  Bridgehampton,  New York ("Bank"),  Bridge Bancorp,  Inc., the holding
company  for the Bank  (the  "Company"),  on the one hand,  and  Kevin  O'Connor
("Executive").


                                   WITNESSETH:

     WHEREAS,  Executive  has been  offered a position  as  President  and Chief
Executive Officer of the Bank and the Company;

     WHEREAS,  the Executive is willing to accept the offer of employment on the
terms and conditions set forth in this Agreement; and

     WHEREAS,  Code Section 409A deems certain  severance and other  payments to
Executive herein to be nonqualified  deferred compensation that must comply with
its terms or subject Executive to additional taxes and penalties,  and the Bank,
the Company and  Executive  wish to comply with Code  Section 409A and the Final
Regulations and for certain other purposes.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and obligations  hereinafter set forth,  the Bank, the Company and the Executive
hereby agree as follows:

     1. Employment Period.

     (a) Three Year Contract. The Executive's period of employment with the Bank
         -------------------
and the Company under the terms of this  Agreement  shall begin on the Effective
Date and shall  continue  for a period of  thirty-nine  months  thereafter  (the
"Employment  Period").  On January 1, 2009,  the  Employment  Period shall renew
daily,  such that the remaining  unexpired term of the Agreement shall always be
twenty-four  (24) months,  until the date that the Company  gives the  Executive
written  notice of non-renewal  ("Non-Renewal  Notice").  The Employment  Period
shall  end on the date that is  twenty-four  (24)  months  after the date of the
Non-Renewal  Notice,  unless the parties agree that the Employment  Period shall
end on an earlier date.

     (b) Annual  Performance  Evaluation.  On a calendar  year  basis,  the Bank
         -------------------------------
and/or the Company (acting through the full Board or a committee  thereof) shall
conduct an annual performance evaluation of the Executive,  the results of which
shall  be  included  in the  minutes  of the  Board  or  committee  meeting  and
communicated  to the  Executive.  The first such annual  performance  evaluation
shall occur in January 2009.
<PAGE>
     (c)  Continued  Employment  Following  Termination  of  Employment  Period.
          ---------------------------------------------------------------------
Nothing in this  Agreement  shall  mandate or  prohibit  a  continuation  of the
Executive's employment following the expiration of the Employment Period.

     2. Duties.
        ------

     (a) Title; Responsibility.  Commencing January 1, 2008, the Executive shall
         ---------------------
serve as the President and Chief Executive Officer of the Bank and Company,  and
shall  perform  such  administrative  and  management  services  as  customarily
performed by person in a similar executive  capacity and as may be directed from
time to time by the  Board.  Between  October  1, 2007 and  December  31,  2007,
Executive  shall serve with the title  "President  and Chief  Executive  Officer
Designee"  and shall  perform  administrative  and  management  services work in
connection  with his  transition  to President and Chief  Executive  Officer and
perform  such other duties as directed  from time to time by the Board.  In both
capacities, the Executive shall report directly to the Board of Directors. As of
the Effective  Date,  the  Executive  shall also be appointed as a member of the
Board  of  Directors  of the Bank and the  Company,  subject  in the case of the
Company to election by the shareholders. If Executive's employment with the Bank
or the  Company  is  terminated  for any  reason,  his  service  on the Board of
Directors of the Bank and the Company shall terminate,  and this Agreement shall
serve as Executive's written resignation for that purpose.

     (b) Time Commitment.  The Executive shall devote his full business time and
         ---------------
attention  to the business and affairs of the Bank and the Company and shall use
his best efforts to advance the interests of the Bank and Company.

     3. Annual Compensation.
        -------------------

     (a) Annual  Salary.  In  consideration  for the  services  performed by the
         --------------
Executive  under this  Agreement,  the Bank shall pay to the Executive an annual
salary ("Base Salary") of not less than $300,000.  The Base Salary shall be paid
in  approximately  equal  installments in accordance  with the Bank's  customary
payroll  practices.  The Bank shall review the Executive's  Base Salary at least
annually and such Base Salary may be increased, but may not be decreased without
the Executive's  consent (any increase in Base Salary shall become the new "Base
Salary"  for  purposes  of this  Agreement).  The first  such  annual  review of
Executive's performance and Base Salary shall occur in January 2009.

     (b) Board  Meeting  Fees.  For his  attendance  at meetings of the Board of
         --------------------
Directors  of the Bank and the Company  (but not for  committee  meetings),  the
Executive  shall  receive such fees as are paid to directors of the Bank and the
Company for such attendance.

     (c) Incentive Compensation.  The Executive shall be eligible to participate
         ----------------------
in any  incentive  compensation  programs  established  by the Bank  and/or  the
Company from time to time for senior executive officers,  in accordance with the
terms of such plans as they may exist from time to time.
<PAGE>
     (d) Equity Compensation.  The Executive shall be eligible to participate in
         -------------------
any equity compensation programs established by the Bank and/or the Company from
time to time for senior executive officers,  including,  but not limited to, the
2006 Stock-Based  Incentive Plan (the "2006 Plan"). In particular,  effective as
of the  Effective  Time,  Executive  shall be granted 5,000 shares of restricted
stock under the 2006 Plan, which shares shall vest over a five year period, with
the first one third of the shares  first  vesting  on October 9, 2010,  with one
third vesting on October 9, 2011 and 2012.

     Nothing paid to Executive under any plan, program or arrangement referenced
in (c) or (d) above shall be deemed to be in lieu of other compensation to which
Executive is entitled under this Agreement.

     4. Employee Benefit Plans; Paid Time Off
        -------------------------------------

     (a) Benefit Plans.  During the Employment Period, the Executive shall be an
         -------------
employee  of the Bank and shall be  entitled  to  participate  in the Bank's (i)
tax-qualified  retirement plans (i.e., the defined benefit plan and 401(k) plan;
(ii) the Bank's Supplemental Executive Retirement Plan; (iii) group life, health
and disability  insurance  plans;  and (iv) any other employee benefit plans and
programs in accordance  with the Bank's  customary  practices,  provided he is a
member of the class of  employees  authorized  to  participate  in such plans or
programs.

     (b) Paid Time Off. The  Executive  shall be entitled to paid  vacation time
         -------------
each year during the  Employment  Period,  as well as sick leave,  holidays  and
other paid absences,  in accordance  with the Bank's policies and procedures for
executive employees.

     5. Outside Activities and Board Memberships
        ----------------------------------------

     During the term of this  Agreement,  the Executive  shall not,  directly or
indirectly,  provide  services  on  behalf  of any  financial  institution,  any
insurance company or agency,  any mortgage or loan broker or any other entity or
on behalf of any  subsidiary  or  affiliate  of any such  entity  engaged in the
financial services industry, as an employee, consultant, independent contractor,
agent, sole proprietor,  partner, joint venturer, corporate officer or director;
nor shall the  Executive  acquire by reason of purchase  during the term of this
Agreement the ownership of more than 5% of the  outstanding  equity  interest in
any such  entity.  Subject to the  foregoing,  and to the  Executive's  right to
continue  to serve as an officer  and/or  director  or  trustee of any  business
organization  as to  which  he was so  serving  on the  Effective  Date  of this
Agreement (as described in an attachment to this  Agreement),  the Executive may
serve on boards of directors of unaffiliated,  for-profit business corporations,
subject to Board approval,  which shall not be unreasonably  withheld,  and such
services  shall be presumed for these purposes to be for the benefit of the Bank
and the Company.  Except as  specifically  set forth  herein,  the Executive may
engage in personal  business and  investment  activities,  including real estate
investments and personal  investments in the stocks,  securities and obligations
of other financial  institutions (or their holding  companies).  Notwithstanding
the foregoing,  in no event shall the Executive's outside activities,  services,
personal business and investments  materially  interfere with the performance of
his duties under this Agreement. 6. Working Facilities and Expenses
<PAGE>
     (a) Working Facilities. The Executive's principal place of employment shall
         ------------------
be at the Bank's principal executive office or at such other location upon which
the Bank and the Executive may mutually agree.

     (b) Expenses.
         --------

          (1) Ordinary Expenses.  The Bank shall reimburse the Executive for his
              -----------------
ordinary  and  necessary  business  expenses,  incurred  in connection with the
performance of his duties under this Agreement, upon presentation to the Bank of
an  itemized  account  of such expenses  in such form as the Bank may reasonably
require.

          (2)  Automobile.   The  Bank  shall  provide  the  Executive  with  an
               ----------
automobile suitable  to the Executive's position and such automobile may be used
by the Executive in carrying out his  duties  under  this  Agreement,  including
commuting  between his residence and his principal place of employment and other
personal  use.  The  Bank shall  be  responsible for the cost of maintenance and
servicing  such  automobile  and  for  insurance,  gasoline  and  oil  for  such
automobile.  The  Executive shall be responsible for the payment of any taxes on
account of his personal use of such automobile.

     7. Termination of Employment with Bank Liability
        ---------------------------------------------

     (a) Reasons for Termination.  In the event that the Executive's  employment
         -----------------------
with the Bank and/or the Company shall terminate during the Employment Period on
account of any of the events set forth in Sections 7(a)(i) or 7(a)(ii) below (an
"Event of  Termination"),  the Bank shall  provide the  benefits  and pay to the
Executive the amounts provided for under Section 7(b).:


          (i)   The Executive's voluntary  resignation  from employment with the
                Bank and the Company during the term of this Agreement within 30
                days after the occurrence of any of the following events without
                Executive's consent, such that the Executive's resignation shall
                be treated as a resignation for "Good Reason," provided that for
                purposes of this Section 7(a)(i), the Executive must provide not
                greater than ninety (90) days' written notice to  the  Bank  and
                the Company of the initial existence of such condition  and  the
                Bank  and  the  Company  shall have thirty (30) days to cure the
                condition giving rise to the Event of Termination  (but the Bank
                and the Company may elect to waive such thirty (30) day period):

               (A) the  failure  to  re-appoint  the  Executive  to the  officer
                   position set  forth under Section 2(a) and/or, the failure of
                   Executive to be appointed to the  Board of  Directors  of the
                   Bank,  and  with  respect  to  the  Executive's  service as a
                   director  of  the  Company,  the  failure  to re-nominate the
                   Executive for election to the Board;
<PAGE>

               (B) a  material  change  in  Executive's  functions,  duties,  or
                   responsibilities,  which  change  would   cause   Executive's
                   position to become one of lesser responsibility, importance,
                   or scope;


               (C) a liquidation or dissolution of the Bank or the Company other
                   than  a  liquidation  or  dissolution   that  is  caused by a
                   reorganization that does not affect the status of the
                   Executive;

               (D) a material  breach of this  Agreement  by the Bank and/or the
                   Company; or

               (E) the relocation of Executive's  principal  place of employment
                   to  an  office  other  than  one located in Southampton, East
                   Hampton,  Shelter  Island, Southold, Riverhead or Brookhaven,
                   New York.

          (ii)  the involuntary termination of the Executive's employment by the
                Bank and/or the Company for any reason other than:  for  "Cause"
                as  defined  in  Section  8(a); for "Disability" as set forth in
                Section 7(d) below; in connection with a  Change in  Control, as
                set forth in  Section 7(c) below; or as a result of the death of
                the Executive; provided  that such  involuntary  termination  of
                employment constitutes a "Separation  from  Service"  within the
                meaning of Section 409A and the Final Regulations thereunder.


          (b) Severance  Pay.  Subject to the  limitations  set forth in Section
7(e) below,  upon an Event of  Termination,  the Bank shall pay to the Executive
(or, in the event of the Executive's death after the event described  in Section
7(a)  has  occurred,  the  Bank shall  pay  to the Executive's surviving spouse,
beneficiary or estate) an amount equal to the following:


          (i)   his earned   but unpaid  Base  Salary  as of  the  date  of  his
                termination of employment with the Bank;

          (ii)  the benefits,  if any,  to  which  he is  entitled  as a  former
                employee under the Bank's employee benefit plans;

          (iii) if the Event of  Termination  occurs  prior to  January 1, 2008,
                continued   non-taxable  group  health  and   medical  insurance
                benefits (on the same terms as  such benefits are made available
                to other executive employees of the Bank) through December 31,
                2008;

          (iv)  if the Event of Termination  occurs on or after  January 1, 2008
                and on or before  December  31,  2008  (the  "Initial  Period"),
                continued  non-taxable  group  health  and   medical   insurance
                benefits (on the same terms as such benefits are made  available
                to other  executive  employees of the Bank) for six months after
                the Event of Termination;
<PAGE>
          (v)   if  the  Event  of  Termination  occurs  following  the "Initial
                Period",  continued  non-taxable   group   health  and   medical
                insurance  benefits (on the same terms as such benefits are made
                available to other executive employees of the Bank) for twenty-
                four (24) months;

          (vi)  if the Event of  Termination  occurs prior to January 1, 2008, a
                lump sum cash   payment,  as liquidated   damages,  in an amount
                equal to the Base Salary that Executive would have earned  if he
                had continued  working  for the Bank  through December 31, 2008;

          (vii) if the Event of Termination  occurs within the Initial Period, a
                lump sum cash payment, as liquidated damages, in an amount equal
                to one half of the Executive's Base Salary; and

          (viii) if the  Event of  Termination  occurs  following  the   Initial
                 Period, a lump sum cash payment,  as liquidated damages, in an
                 amount equal to the Base Salary that the Executive  would  have
                 earned if he had continued working for the Bank for twenty-four
                 (24) months  following  the Event of Termination.

     (c) Change in  Control.  Upon the  occurrence  of a Change in  Control  (as
         ------------------
defined in Section 9 of this  Agreement),  the Bank  and/or  the  Company  shall
provide: (i) continuing  non-taxable group health and medical insurance benefits
to Executive (on the same terms as such  benefits  were made  available to other
executive  employees of the Bank immediately prior to the Change in Control) for
a period of 36 months  following  Executive's  termination  of employment at any
time;  and  regardless of whether  Executive has a termination  of employment in
connection with a Change in Control,  (ii) a lump sum cash payment to Executive,
as liquidated  damages,  in an amount equal three times the  Executive's  annual
compensation  for the last  taxable  year  immediately  preceding  the Change in
Control (which payment is subject to applicable withholding taxes). For purposes
of this paragraph,  annual compensation shall include all compensation  reported
in the  Executive's  annual (IRS) Form W-2 (Box 5) for the taxable  year. If the
Executive was employed for less than the entire prior taxable year,  Executive's
annual  compensation  for the prior taxable year as reported on Form W-2, Box 5,
shall be annualized  (based on the number of weeks of employment  and assuming a
52 week year).

     (d) Disability.
         ----------

     (i) In the event  that  during  the term of this  Agreement,  Executive  is
unable to perform his duties hereunder because he is disabled within the meaning
of Code Section 409A and the Final Regulations (a  "Disability"),  the Executive
shall be entitled to any and all  benefits  under the Bank's  short-term  and/or
long-term  disability  insurance plan.  During the first twenty-four (24) months
following termination of employment for Disability,  the Bank and/or the Company
shall  provide a  supplemental  monthly cash payment to Executive  such that the
payments  received  by  Executive  on a  monthly  basis,  from  both  disability
insurance  and  this  supplemental  payment  shall  equal  the  monthly  rate of
<PAGE>
after-tax  Base  Salary  being  paid  to  Executive  immediately  prior  to such
termination (the insurance  payments may be taken into account on a tax-adjusted
basis if such payment are not subject to federal and/or state taxes).

     (ii) Upon termination of Executive's employment because of Disability,  the
Executive  shall be entitled  continuing  non-taxable  group  health and medical
insurance   benefits  for  a  period  of  twenty-four   months   following  such
termination,  on the same terms as such  benefits  are made  available  to other
executive employees of Disability.

     (e) Timing of Severance Pay. Any cash severance payments shall be made in a
         -----------------------
lump sum within ten (10) business days of Executive's termination of employment,
or as to the cash payment  under Section  7(c),  upon the effective  date of the
Change in Control, in either case subject to applicable  withholding taxes. Such
payments  shall  not be  reduced  in  the  event  the  Executive  obtains  other
employment  following  termination of employment  with the Bank or following the
Change in Control.  Notwithstanding  the foregoing,  if Executive is a Specified
Employee,  as defined in Code Section 409A,  and if any payment to be made under
Paragraph  7(b) shall be determined to be subject to Code Section 409A,  then if
required by Code Section 409A, such payment or a portion of such payment (to the
minimum extent  possible) shall be delayed and shall be paid on the first day of
the seventh month  following  Executive's  Separation  from Service  pursuant to
Final Regulations Section 1.409A-1(b)(9)(iii).

     (f) Executive  agrees that upon any termination of his employment,  whether
by  Executive  or by the Bank or the  Company,  his service as a director of the
Bank and the Company  shall  cease and he shall be deemed to have  resigned as a
director effective upon such termination.

     8. Termination without Additional Bank or Company Liability
        --------------------------------------------------------

     (a) Termination for Cause.

          (i)  The  Bank  and/or  the  Company  may  terminate  the  Executive's
employment at any time, but any termination  other than termination for "Cause,"
as defined herein, shall not prejudice the Executive's right to compensation  or
other benefits under the Agreement. The Executive shall have no right to receive
compensation or other benefits for any period after   termination  for  "Cause."
Termination for "Cause" shall mean termination because of: (i) the conviction of
the Executive  of a  felony  or  of any lesser  criminal offense involving moral
turpitude; (ii) the willful commission  by the Executive of a criminal  or other
act that,  in  the judgment of the Board or the  President  and Chief  Executive
Officer will likely cause substantial  economic damage to the Company,  the Bank
or  any  subsidiary  or  substantial  injury  to  the business reputation of the
Company, the Bank or any subsidiary; (iii) the commission by the Executive of an
act of fraud in the performance of his duties on behalf of the Company, the Bank
or  any  subsidiary;  (iv)  the  continuing  willful failure of the Executive to
perform  his  duties  to the Company, the Bank or any subsidiary (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness) after written notice thereof; (v) a material breach by the Executive of
the Bank's Code of Ethics; or (vi) an order of a federal  or  state   regulatory
agency  or  a  court of competent jurisdiction requiring the  termination of the
Executive's employment with the Bank or the Company.
<PAGE>
          (ii)  Executive  shall not have the right to receive  compensation  or
other  benefits  for  any  period  after  the  date  of  Termination  for Cause.
Notwithstanding  the  foregoing,  Termination  for  Cause shall not be deemed to
exist unless there shall have been  delivered  to  the  Executive a  copy  of  a
resolution duly adopted by the affirmative vote of  not less than a  majority of
the entire membership of the Board at a meeting of the Board called and held for
the purpose (after reasonable notice to the Executive and an opportunity for the
Executive to be heard before the Board), finding that in the good faith  opinion
of the Board the Executive was guilty of conduct  described above and specifying
the  particulars  thereof.  Prior  to holding a meeting at which the Board is to
make a final determination whether Termination for Cause exists,  if  the  Board
determines in good faith at a meeting of the Board, by not less than a  majority
of its entire membership, that there  is probable  cause for it to find that the
Executive was guilty of  conduct constituting Termination for Cause as described
above, the Board may suspend the Executive from his/her  duties hereunder for  a
reasonable period of time  not  to exceed   fourteen (14) days pending a further
meeting at which the Executive shall be given the opportunity to be heard before
the Board. For purposes of this subparagraph, no act  or failure to act, on  the
Executive's part shall be considered   "willful"  unless done,  or omitted to be
done, by his/her not in good faith  without  reasonable   believe  that  his/her
action or omission was in the best interest of the Company and the Bank.


     (b) Death; Voluntary Resignation Without Good Reason. In the event that the
         ------------------------------------------------
Executive's  employment  with the Bank shall  terminate  during  the  Employment
Period on account of the reasons set forth in this Section  8(b),  then the Bank
shall have no further  obligations under this Agreement,  other than the payment
to the  Executive  of his  earned  but  unpaid  salary  as of  the  date  of the
termination of his  employment,  and the provision of such benefits,  if any, to
which he is  entitled as a former  employee  under the Bank's  employee  benefit
plans and  programs  and  compensation  plans and  programs,  including  without
limitation,  any incentive  compensation  plan.  Termination of employment under
this Section 8(b) shall mean  termination  of  employment  due to the  following
events:

          (i) The Executive's death; or


          (ii) The Executive's  voluntary  resignation  from employment with the
               Bank for any reason  other  than the "Good  Reasons"  specified
               in Section 7(a)(i).

     9. Change in Control
        -----------------

     (a) Except for payments that are subject to Code Section 409A, for purposes
of this  Agreement,  the term "Change in Control" shall mean a change in control
of a nature  that:  (i) would be  required  to be  reported  in response to Item
5.01(a)  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 (the
"Exchange  Act");  or (ii) results in a Change in Control of the Bank within the
meaning of the Change in Bank Control Act, and applicable  rules and regulations
promulgated thereunder,  or results in a Change in Control of the Company within
the  meaning  of the  Bank  Holding  Company  Act of  1956,  and the  rules  and
regulations promulgated thereunder, in each case as in effect at the time of the
Change in Control; 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
<PAGE>
owner"(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities  of the Company  representing  25% or more of the combined  voting
power of Company's outstanding securities except for any securities purchased by
the Bank's  employee  stock  ownership  plan or trust;  or (b)  individuals  who
constitute  the Board of Directors of the Bank or the Company 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  he  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  in which the Bank or
Company  is not the  surviving  institution  occurs;  or (d) a  proxy  statement
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 similar  transaction
with one or more corporations as a result of which the outstanding shares of the
class  of  securities  then  subject  to the  plan  are to be  exchanged  for or
converted into cash or property or securities not issued by the Company;  or (e)
a tender offer is made for 25% or more of the voting  securities  of the Company
and  the  shareholders  owning  beneficially  or of  record  25% or  more of the
outstanding  securities  of the Company  have  tendered or offered to sell their
shares pursuant to such tender offer and such tendered shares have been accepted
by the tender offeror.


     (b) With respect to any payments hereunder that are subject to Code Section
409A,  "Change in Control"  shall mean (i) a change in the ownership of the Bank
or the Company,  (ii) a change in the effective  control of the Bank or Company,
or (iii) a change in the ownership of a substantial portion of the assets of the
Bank or Company, as described below.

          (1) A change in ownership  occurs on the date that any one person,  or
more than one person acting as a group (as defined in Final Regulations  section
1.409A-3(i)(5)(v)(B)),  acquires ownership of stock of the Bank or Company that,
together with stock held by such person or group, constitutes more  than 50%  of
the  total  fair  market  value  or  total  voting  power  of  the stock of such
corporation.

          (2) A change in the effective control of the Bank or Company occurs on
the date  that  either  (i) any one person,  or more than one person acting as a
group (as defined in Final Regulations  section  1.409A-3(i)(5)(v)(B))  acquires
(or  has  acquired  during  the  12-month  period ending on the date of the most
recent acquisition by  such person or persons) ownership of stock of the Bank or
Company possessing 30% or more of the total voting  power  of the  stock of  the
Bank or Company, or (ii) a majority of the members of the  Bank's  or  Company's
board of directors is replaced during any 12-month  period  by  directors  whose
appointment  or  election is  not  endorsed by a majority  of the members of the
Bank's or  Company's  board of directors prior to the date of the appointment or
election, provided that this sub-section "(ii)" is inapplicable where a majority
shareholder of the Bank or Company is another corporation.

          (3) A change in a  substantial  portion  of the  Bank's  or  Company's
assets occurs on the date that any one person or more than one person acting  as
<PAGE>
a  group  (as  defined  in  Final  Regulations  section  1.409A-3(i)(5)(vii)(C))
acquires  (or has  acquired  during  the  12-month period ending on the date of
the most  recent acquisition by such person or persons)  assets from the Bank or
Company that have a total gross fair market value equal to or  more  than 40% of
the total gross fair market value of (i)  all of  the  assets  of  the  Bank  or
Company, or (ii) the value of the assets being disposed of, either of  which  is
determined without regard to any liabilities associated with  such  assets.  For
all purposes hereunder, the  definition of Change in Control  shall be construed
to be consistent with the requirements of Final Regulations section 1.409A-3(g)
(5).

     (c) In  addition,  in each  calendar  year that  Executive  is  entitled to
receive  payments or benefits under the  provisions of this  Agreement  and/or a
Company or Bank sponsored employee benefit plan, the independent  accountants of
the  Company  shall  determine  if an excess  parachute  payment  (as defined in
Section 4999 of the Code) exists.  Such determination shall be made after taking
into account any reductions  permitted  pursuant to Section 280G of the Code and
the  regulations  thereunder.  Any amount  determined to be an excess  parachute
payment after taking into account such reductions shall be hereafter referred to
as the "Initial Excess Parachute Payment." As soon as practicable after a Change
in Control,  the Initial  Excess  Parachute  Payment  shall be  determined.  For
purposes of this determination,  Executive shall be deemed to pay federal income
taxes at the highest  marginal rate of federal  income tax  (including,  but not
limited  to,  the  Alternative   Minimum  Tax  under  Code  Sections  55-59,  if
applicable)  and state and local  income  tax,  if  applicable,  at the  highest
marginal rate of taxation in the state and locality of Executive's  residence on
the date such  payment is payable,  net of the maximum  reduction in the federal
income taxes which could be obtained from any available  deduction of such state
and local taxes.  Any  determination  by the  independent  accountants  shall be
binding on the Company,  the Bank and Executive.  Such Initial Excess  Parachute
Payment  shall be paid to  Executive or on his behalf to the  applicable  taxing
authority, subject to applicable withholding requirements under applicable state
or federal law, in an amount equal to:

          (i) twenty percent (20%) of the Initial Excess  Parachute  Payment (or
such other amount equal to the tax imposed under Section 4999 of the Code),  and

          (ii) such  additional  amount (tax  allowance)  as may be necessary to
compensate Executive for the  payment by Executive of state and  federal  income
and excise taxes on  the payment  provided under paragraph 0(i) above and on any
payments under  this  paragraph 0(ii).  In   computing  such  tax allowance, the
payment to be made under paragraph 0(i) shall be multiplied  by  the  "gross  up
percentage"  ("GUP").  The GUP shall be  determined  as follows:

                                    Tax Rate
                              GUP = ---------------
                                    1- Tax Rate

          The Tax Rate for  purposes of  computing  the GUP shall be the highest
          marginal  federal and state  income and  employment-related  tax rate,
          including any applicable  excise tax rate,  applicable to Executive in
          the year in which the payment under paragraph 0(i) is made.

          (iii) Such Initial  Excess  Parachute  Payment and such tax  allowance
shall be paid to the applicable taxing authority for  the benefit  of  Executive
<PAGE>
when due, or if such Initial Excess Parachute Payment and/or tax  allowance  are
paid by  Executive, then to the Executive no later than the end  of  Executive's
taxable year next following the Executive's  taxable year in  which the  related
taxes are remitted to the required taxing authority.

     (d) Notwithstanding  the foregoing,  if it shall subsequently be determined
in a final judicial determination or a final administrative  settlement to which
Executive  is a party  that the excess  parachute  payment as defined in Section
4999 of the Code,  reduced as described  above,  is  different  from the Initial
Excess Parachute  Payment (such different amount being hereafter  referred to as
the  "Determinative  Excess Parachute  Payment") then the Company's  independent
accountants shall determine the amount (the "Adjustment  Amount") Executive must
pay to the Bank or the Company or the Company  must pay to Executive in order to
put  Executive  (or the  Company  or the  Bank,  as the case may be) in the same
position as  Executive  (or the  Company or the Bank,  as the case may be) would
have  been if the  Initial  Excess  Parachute  Payment  had  been  equal  to the
Determinative  Excess Parachute  Payment.  In determining the Adjustment Amount,
the independent accountants shall take into account any and all taxes (including
any penalties and interest) paid by or for Executive or refunded to Executive or
for Executive's  benefit. As soon as practicable after the Adjustment Amount has
been so determined,  but not later than two and one-half months after the end of
the year in which the  Adjustment  Amount has been so  determined,  the  Company
shall pay the  Adjustment  Amount to  Executive  or  Executive  shall  repay the
Adjustment Amount to the Company or the Bank, as the case may be. The purpose of
this  paragraph is to assure that (i) Executive is not  reimbursed  more for the
golden  parachute excise tax than is necessary to make him whole, and (ii) if it
is subsequently  determined that additional  golden parachute excise tax is owed
by him, additional  reimbursement payments will be made to him to make him whole
for the additional excise tax.

     (e) In each  calendar  year that  Executive  receives  payments or benefits
under this Agreement  and/or a Company or Bank sponsored  employee benefit plan,
Executive  shall  report  on his state  and  federal  income  tax  returns  such
information  as is consistent  with the  determination  made by the  independent
accountants of the Company as described  above.  The Company shall indemnify and
hold Executive harmless from any and all losses,  costs and expenses  (including
without limitation,  reasonable attorney's fees, interest,  fines and penalties)
that Executive  incurs as a result of so reporting such  information.  Executive
shall promptly notify the Company in writing whenever  Executive receives notice
of the  institution  of a  judicial  or  administrative  proceeding,  formal  or
informal,  in which the federal tax treatment  under Section 4999 of the Code of
any  amount  paid or  payable  under this  Section  is being  reviewed  or is in
dispute.  The Company  shall  assume  control at its expense  over all legal and
accounting  matters  pertaining  to such  federal tax  treatment  (except to the
extent  necessary or  appropriate  for Executive to resolve any such  proceeding
with respect to any matter unrelated to amounts paid or payable pursuant to this
Agreement).  Executive  shall  cooperate  fully  with  the  Company  in any such
proceeding.  Executive  shall not enter into any  compromise  or  settlement  or
otherwise  prejudice  any rights the  Company may have in  connection  therewith
without prior consent of the Company.


     10. Confidentiality.  Unless he obtains prior written consent from the Bank
         ---------------
or the Company,  the Executive  shall keep  confidential  and shall refrain from
using for the benefit of himself,  or any person or entity  other than the Bank,
the Company or any entity which is a subsidiary  or affiliate of the Bank or the
Company or of which the Bank or the Company is a subsidiary  or  affiliate,  any
<PAGE>
material document or information obtained from the Bank, the Company or from any
of their respective  parents,  subsidiaries or affiliates,  in the course of his
employment with any of them concerning their properties,  operations or business
(unless such document or  information  is readily  ascertainable  from public or
published  information  or trade sources or has otherwise been made available to
the public through no fault of his own) until the same ceases to be material (or
becomes so ascertainable or available);  provided, however, that nothing in this
Section  10 shall  prevent  the  Executive,  with or  without  the Bank's or the
Company's consent,  from participating in or disclosing documents or information
in  connection  with any judicial or  administrative  investigation,  inquiry or
proceeding to the extent that such participation or disclosure is required under
applicable law.

     11. Non-Solicitation; Non-Competition; Post-Termination Cooperation.
         ---------------------------------------------------------------

     (a) The Executive  hereby  covenants  and agrees that,  for a period of one
year  following  his  termination  of  employment  with the Bank,  he shall not,
without the written consent of the Bank, either directly or indirectly:

          (1) solicit,  offer  employment to, or take any other action  intended
(or that a reasonable person acting in like circumstances would expect) to  have
the effect of causing any officer or employee of the Bank, the Company or any of
their respective subsidiaries or affiliates to terminate his  or  her employment
and  accept   employment  or  become  affiliated  with, or provide services  for
compensation  in  any  capacity  whatsoever  to,  any  business  whatsoever that
competes  with the business of the Bank or the Company or any  of  their  direct
or indirect subsidiaries or affiliates or has headquarters  or   offices  within
the counties in which the Bank or the Company  has  business operations  or  has
filed an application for regulatory approval to establish an office; or

          (2) solicit, provide any information, advice or recommendation or take
any   other  action  intended  (or  that  a  reasonable  person  acting in  like
circumstances would expect) to have the effect of causing any  customer  of  the
Bank or the Company to terminate an existing business or commercial relationship
with the Bank or the Company.

     (b)  The  Executive   hereby   covenants  and  agrees  that  following  any
termination  of  employment,  he shall not,  without the written  consent of the
Bank, either directly or indirectly:  become an officer,  employee,  consultant,
director,  independent  contractor,  agent,  sole  proprietor,  joint  venturer,
greater than 5% equity-owner  or stockholder,  partner or trustee of any savings
bank,  savings and loan  association,  savings and loan holding company,  credit
union, bank or bank holding company,  insurance company or agency,  any mortgage
or loan broker or any other  entity that has its main  office,  or a majority of
its branch offices, east of the Shinnecock Canal.. If Executive's  employment is
terminated  prior to January  1,  2008,  this  restriction  shall not apply.  If
Executive's employment is terminated within the Initial Period, this restriction
shall apply for six months following  termination.  If Executive's employment is
terminated after the Initial Period,  this restriction  shall apply for one year
following termination.  Notwithstanding the foregoing, the restriction contained
in  this  Section  11(b)  shall  not  apply  if the  Executive's  employment  is
terminated following a Change in Control.
<PAGE>
     (c) Executive shall, upon reasonable  notice,  furnish such information and
assistance to the Bank and/or the Company,  as may reasonably be required by the
Bank and/or the Company, in connection with any litigation in which it or any of
its  subsidiaries or affiliates is, or may become, a party;  provided,  however,
that Executive  shall not be required to provide  information or assistance with
respect to any litigation between the Executive and the Bank, the Company or any
of its subsidiaries or affiliates.

     (d) All payments and benefits to the Executive  under this Agreement  shall
be subject to the Executive's  compliance with this Section. The parties hereto,
recognizing  that  irreparable  injury will result to the Bank, its business and
property in the event of the Executive's  breach of this Section 11, agree that,
in the event of any such  breach by the  Executive,  the Bank and/or the Company
will be entitled, in addition to any other remedies and damages available, to an
injunction  to restrain the  violation  hereof by the  Executive and all persons
acting for or with the Executive.  The Executive  represents and admits that the
Executive's  experience and  capabilities are such that the Executive can obtain
employment  in a business  engaged in other lines  and/or of a different  nature
than the Bank, and that the  enforcement  of a remedy by way of injunction  will
not prevent the  Executive  from earning a  livelihood.  Nothing  herein will be
construed  as  prohibiting  the Bank and the  Company  from  pursuing  any other
remedies available to them for such breach or threatened  breach,  including the
recovery of damages from the Executive.

     12. Additional Termination and Suspension Provisions
         ------------------------------------------------

     (a) Notwithstanding anything herein contained to the contrary, any payments
to Executive by the Bank and/or the Company,  whether pursuant to this Agreement
or otherwise,  are subject to and conditioned upon their compliance with Section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C.  Section 1828(k),  and the
regulations promulgated thereunder in 12 C.F.R. Part 359.

     (b) 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  8(a)  hereof,  to the  extent  required  by  federal  or state  laws or
regulations  related to banking,  to deposit insurance or bank holding companies
or by  regulations  or orders issued by the  Comptroller  of the  Currency,  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.

     13. Arbitration; Legal Fees.
         -----------------------

     (a)  Arbitration.  In the event that any dispute  should arise  between the
          -----------
parties as to the meaning, effect,  performance,  enforcement, or other issue in
connection with this Agreement, which dispute cannot be resolved by the parties,
the  dispute  shall be decided by final and  binding  arbitration  of a panel of
three arbitrators.  Proceedings in arbitration and its conduct shall be governed
by the rules of the  American  Arbitration  Association  ("AAA")  applicable  to
<PAGE>
commercial  arbitrations  (the "Rules") except as modified by this Section.  The
Executive shall appoint one  arbitrator,  the Bank shall appoint one arbitrator,
and the  third  shall  be  appointed  by the two  arbitrators  appointed  by the
parties.  The third arbitrator shall be impartial and shall serve as chairman of
the panel. The parties shall appoint their  arbitrators  within thirty (30) days
after the demand for arbitration is served, failing which the AAA promptly shall
appoint a defaulting  party's  arbitrator,  and the two arbitrators shall select
the third  arbitrator  within fifteen (15) days after their  appointment,  or if
they cannot agree or fail to so appoint, then the AAA promptly shall appoint the
third arbitrator.  The arbitrators shall render their decision in writing within
thirty  (30) days  after  the  close of  evidence  or other  termination  of the
proceedings  by the panel,  and the  decision of a majority  of the  arbitrators
shall be final and binding upon the parties, nonappealable, except in accordance
with the Rules and enforceable in accordance with the applicable  state law. Any
hearings in the arbitration shall be held in Suffolk County, New York unless the
parties shall agree upon a different venue, and shall be private and not open to
the  public.  Each party  shall bear the fees and  expenses  of its  arbitrator,
counsel, and witnesses,  and the fees and expenses of the third arbitrator shall
be shared equally by the parties. The other costs of the arbitration,  including
the fees of AAA, shall be borne as directed in the decision of the panel.

     (b) Legal Fees and Other  Expenses.  If the  Executive is successful on the
         ------------------------------
merits of the dispute, as determined in the arbitration, all legal fees and such
other  expenses as  reasonably  incurred by the  Executive  as a result of or in
connection with or arising out of the dispute,  shall be paid by the Bank and/or
the Company, provided that such payment or reimbursement is made by the Bank not
later  than two and  one-half  months  after  the end of the year in which  such
dispute is resolved in Executive's favor.

     14. Indemnification and Insurance.
         -----------------------------

     (a) The Bank and/or the Company shall provide the Executive  (including his
heirs,  executors and administrators)  with coverage under a standard directors'
and officers'  liability  insurance  policy at its expense,  and shall indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted under  applicable law against all expenses and liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been an officer
of the Bank and/or the Company  (whether or not he continues to be an 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
attorneys' fees and the cost of reasonable settlements (such settlements must be
approved by the Board); provided, however, that neither the Bank nor the Company
shall be required to  indemnify  or reimburse  Executive  for legal  expenses or
liabilities  incurred in connection with an action,  suit or proceeding  arising
from  any  illegal  or  fraudulent   act   committed  by  Executive.   Any  such
indemnification  shall be made  consistent  with  Section  18(k) of the  Federal
Deposit  Insurance  Act,  12  U.S.C.  ss.1828(k),  and  the  regulations  issued
thereunder in 12 C.F.R. Part 359.


     15. Notices. The persons or addresses to which mailings or deliveries shall
         -------
be made may change from time to time by notice given  pursuant to the provisions
of this  Section.  Any  notice  or other  communication  given  pursuant  to the
provisions  of this  Section  shall be deemed to have been  given (i) if sent by
messenger,  upon personal  delivery to the party to whom the notice is directed;
(ii) if sent by reputable overnight courier,  one business day after delivery to
<PAGE>
such  courier;  (iii)  if sent  by  facsimile,  upon  electronic  or  telephonic
confirmation of receipt from the receiving facsimile machine and (iv) if sent by
mail, three business days following deposit in the United States mail,  properly
addressed,  postage  prepaid,  certified or registered  mail with return receipt
requested.  All notices  required or  permitted to be given  hereunder  shall be
addressed as follows:

If to the Executive:       Kevin O'Connor





If to the Company
and the Bank:              Bridgehampton National Bank
                           2200 Montauk Highway
                           Bridgehampton, New York  11932
                           Attention: Chairman of the Board

With a copy to:

                           Luse Gorman Pomerenk & Schick, PC
                           5335 Wisconsin Avenue, NW, Suite 400
                           Washington, DC 20015
                           Attention: John J. Gorman, Esq.

     16.  Amendment.  No  modifications  of this Agreement shall be valid unless
          ---------
made in writing and signed by the parties hereto.

     17. Miscellaneous.
         -------------

     (a) Notice of Termination. Any termination of Executive's employment by the
         ---------------------
Bank and/or the Company shall be communicated  in writing to the Executive,  and
any voluntary  termination of employment by the Executive  shall be communicated
in writing to the Bank and/or the Company.

     (b) Successors and Assigns. This Agreement will inure to the benefit of and
         ----------------------
be  binding  upon the  Executive,  his  legal  representatives  and  estate  and
intestate  distributees,  and the Company  and the Bank,  their  successors  and
assigns,  including  any  successor  by merger or  consolidation  or a statutory
receiver  or  any  other  person  or  firm  or   corporation  to  which  all  or
substantially  all of the assets and  business of the Bank or the Company may be
sold or  otherwise  transferred.  Any such  successor of the Bank or the Company
shall be deemed to have  assumed  this  Agreement  and to have become  obligated
hereunder  to the same  extent  as the  Company  and Bank,  and the  Executive's
obligations hereunder shall continue in favor of such successor.

     (c) Severability.  A determination  that any provision of this Agreement is
         ------------
invalid or unenforceable  shall not affect the validity or enforceability of any
other provision hereof.
<PAGE>
     (d)  Waiver.  Failure  to insist  upon  strict  compliance  with any terms,
          ------
covenants  or  conditions  hereof  shall not be  deemed a waiver  of such  term,
covenant or condition.  A waiver of any provision of this Agreement must be made
in writing,  designated  as a waiver,  and signed by the party  against whom its
enforcement  is  sought.  Any  waiver  or  relinquishment  or any right or power
hereunder   at  any  one  or  more  times  shall  not  be  deemed  a  waiver  or
relinquishment of such right or power at any other time or times.

     (e)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
           ------------
counterparts,  each of which shall be deemed an original, and all of which shall
constitute one and the same Agreement.

     (f) Governing  Law. This  Agreement  shall be governed by and construed and
         --------------
enforced in accordance with the laws of the State of New York, without reference
to conflicts of law principles,  except to the extent governed by federal law in
which case federal law shall govern.

     (g) Headings and  Construction.  The headings of sections in this Agreement
         --------------------------
are for  convenience  of  reference  only and are not  intended  to qualify  the
meaning of any  Section.  Any  reference  to a Section  number  shall refer to a
Section of this Agreement, unless otherwise specified.

     (h) Entire Agreement.  This instrument contains the entire agreement of the
         ----------------
parties  relating to the subject matter  hereof,  and supersedes in its entirety
any and all prior agreements,  understandings or representations relating to the
subject matter hereof.

     (i) 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 are not
timely paid or provided by the Bank,  such amounts and benefits shall be paid or
provided by the Company.

     (j) Director Qualifying Shares. Upon execution of this Agreement, Executive
         --------------------------
shall deliver a check to the Company in the amount of $1,020 for the purchase of
shares of Company Common Stock.  The last sales price of the Common Stock on the
Effective  Date (or if the Common  Stock is not  traded on that  date,  the last
sales price on the first preceding date on which a sale took place) shall be the
per share purchase  price  ("Purchase  Price") and the Executive  shall purchase
such number of whole shares as shall equal $1,020  divided by the Purchase Price
(with the balance  refunded to Executive).  The Company shall promptly deliver a
share  certificate to the Executive,  which may include a legend indicating that
the shares are "restricted  securities" under Securities and Exchange Commission
Rule 144.
<PAGE>
     IN WITNESS WHEREOF,  the Bank and the Company have caused this Agreement to
be executed and the Executive has hereunto set his hand, all as of the Effective
Date specified above.

                                                     EXECUTIVE

                                                /s/ Kevin O'Connor
-------------------                         ------------------------------------
Date                                                 Kevin O'Connor


                                                     BRIDGEHAMPTON NATIONAL BANK


10/09/2007
-------------------                        By:  /s/ Raymond Wesnofske
                                              ----------------------------------
Date                                                 Raymond Wesnofske
                                                          Chairman of the Board


                                                     BRIDGE BANCORP, INC.


10/09/2007
-------------------                        By: /s/ Raymond Wesnofske
                                              ----------------------------------
Date                                                 Raymond Wesnofske
                                                          Chairman of the Board