UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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Bridge Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BRIDGE BANCORP, INC.
2200 Montauk Highway, P.O. Box 3005
Bridgehampton, NY 11932

April 5, 2010

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Bridge Bancorp, Inc. (the “Company”). Our Annual Meeting will be held at the offices of our subsidiary, The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 7, 2010 at 11:00 a.m.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. During the Annual Meeting we will also report on the operations of the Company. Directors and officers of the Company will be present to respond to questions that shareholders may have. Also enclosed for your review is our Annual Report, which contains detailed information concerning the operating activities and financial statements of the Company.

The business to be conducted at the Annual Meeting consists of the election of four Directors and the ratification of the appointment of an Independent Registered Public Accounting Firm for the year ending December 31, 2010. The Board of Directors of the Company unanimously recommends a vote “FOR” the election of Directors and “FOR” the ratification of the appointment of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm.

On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card, or cast your vote electronically, as soon as possible, even if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the Annual Meeting. Your vote is important, regardless of the number of shares that you own. Thank you for your continued investment in Bridge Bancorp, Inc.

Sincerely,

Kevin M. O’Connor
President and Chief Executive Officer

BRIDGE BANCORP, INC.
2200 Montauk Highway, P.O. Box 3005
Bridgehampton, NY 11932

NOTICE OF ANNUAL MEETING
TO BE HELD May 7, 2010

To the Shareholders of Bridge Bancorp, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Bridge Bancorp, Inc. will be held at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday, May 7, 2010, at 11:00 a.m., for the purpose of considering and voting on the following matters:

1)

The election of four Directors to the Company’s Board of Directors, to hold office for a term of three years or until their successors are elected and qualified;

2)

The ratification of the appointment of Crowe Horwath LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2010; and

such other business as may properly come before the Annual Meeting or any adjournments thereof.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, including all adjournments of the Annual Meeting. Only those shareholders of record at the close of business on March 15, 2010 shall be entitled to notice of and to vote at the Annual Meeting.

The Board of Directors believes that the election of the director nominees and the ratification of the appointment of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm are in the best interests of the Company and its shareholders and unanimously recommends a vote FOR each item.

EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR TO VOTE ELECTRONICALLY AS PROVIDED IN THE INSTRUCTIONS INCLUDED HEREWITH.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2010 — THIS PROXY STATEMENT AND OUR 2009 ANNUAL REPORT ON FORM 10-K ARE EACH AVAILABLE AT http://www.cfpproxy.com/4781.

By order of the Board of Directors

Howard H. Nolan
Senior Executive Vice President and Corporate Secretary

April 5, 2010
Bridgehampton, New York

BRIDGE BANCORP, INC.
PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 7, 2010

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc. in connection with the solicitation by the Board of Directors of proxies to be used at the Annual Meeting of Shareholders to be held at The Bridgehampton National Bank (the “Bank”), 2200 Montauk Highway, Bridgehampton, New York 11932, on May 7, 2010 at 11:00 a.m. or any adjournments thereof. The 2009 Annual Report to Shareholders, including the consolidated financial statements for the fiscal year ended December 31, 2009, accompanies this Proxy Statement.

Regardless of the number of shares of Common Stock owned, it is important that shareholders be represented by proxy or be present in person at the Annual Meeting. Shareholders are requested to vote by completing the enclosed proxy card and returning it signed and dated in the enclosed envelope, or to vote electronically. Shareholders should indicate their votes in the spaces provided on the proxy card. Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. Where no instructions are indicated, executed proxies will be voted FOR the election of the director nominees specified in this Proxy Statement and FOR the ratification of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2010.

The Board of Directors knows of no additional matters that will be presented for consideration at the Annual Meeting. Execution of a proxy, however, confers discretionary authority on the designated proxy holder to vote the shares in accordance with their best judgment on such other business, if any, which may properly come before the Annual Meeting or any adjournments thereof.

A proxy may be revoked at any time prior to its exercise by the filing of written revocation with the Secretary of the Company, by delivering to the Company a duly executed proxy bearing a later date, or by attending the Annual Meeting, filing a revocation with the Secretary and voting in person. However, if you are a shareholder whose shares are not registered in your own name, you will need appropriate documentation from your record holder to vote personally at the Annual Meeting.

The cost of solicitation of proxies in the form enclosed herewith will be borne by the Company. In addition to the solicitation of proxies by mail, proxies may also be solicited personally, by telephone or by facsimile by Directors, officers and employees of the Company, without additional compensation therefore.

This Proxy Statement and the accompanying proxy card are first being mailed to shareholders on or about April 5, 2010.

VOTING SECURITIES

The securities which may be voted at the Annual Meeting consist of shares of Common Stock of the Company (the “Common Stock”), with each share entitling its owner to one vote on all matters to be voted on at the Annual Meeting. The close of business on March 15, 2010 has been fixed by the Board of Directors as the record date (“Record Date”) for the determination of shareholders entitled to notice of and to vote at this Annual Meeting or any adjournments thereof. The total number of shares of Common Stock outstanding on the Record Date was 6,284,070 shares. The presence, in person or by proxy, of at least a majority of the total number of issued and outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum at this Annual Meeting. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of this Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Persons and groups who beneficially own in excess of five percent of Bridge Bancorp, Inc.’s common stock are required to file certain reports with the Company and the Securities and Exchange Commission regarding such beneficial ownership. The following table sets forth, as of March 15, 2010, certain information as to the shares of Bridge Bancorp, Inc. common stock owned by persons who beneficially own more than five percent of the Company’s issued and outstanding shares of common stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the outstanding shares of the Company’s common stock as of March 15, 2010.

		Number of Shares Owned
Name and Address		and Nature of Beneficial				Percentage of
of Beneficial Owner		Ownership				Outstanding Shares
Patrick E. Malloy III			578,300	(1)			9.0	%(1)
Bay Street at the Waterfront
Sag Harbor, NY 11963

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Directors and executive officers and related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during 2009. Such loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loans with unrelated persons, and do not involve more than a normal risk of collection. No such loan was classified by the Bank as of December 31, 2009 as a non-accrual, past due, restructured or potential problem loan. The Audit Committee reviews and approves all transactions between the Company or the Bank and any director or executive officer that would require proxy statement disclosure pursuant to Item 404(a) of SEC Regulation S-K.

As publicly disclosed, in 2009 the Company sold $16,000,000 in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the “TPS”), in a private placement through its subsidiary, Bridge Statutory Capital Trust II, a wholly-owned Delaware statutory trust. The primary purpose of the sale was to provide additional capital to the Company’s primary operating subsidiary, The Bridgehampton National Bank. The TPS mature in 30 years, carry a fixed distribution rate of

8.50%, and have a liquidation amount of $1,000 per security. The TPS may be converted into shares of the Company’s common stock at a conversion price equal to $31.00 per share, which represented 125% of the average closing price of the Company’s common stock over the 20 trading days ended immediately prior to commencement of the placement. Certain directors and officers purchased TPS in the private placement, on the same terms as available to all other purchasers of the TPS. The directors and executive officers purchased in aggregate $3.7 million of TPS. See summary table of directors and executive officers shares held on page 5 for individual amounts of TPS purchases.

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

As to the election of Directors, the proxy card being provided by the Board of Directors enables a shareholder to vote “FOR” the election of the four nominees proposed by the Board of Directors, or to “WITHHOLD AUTHORITY” to vote for the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which authority to vote for the nominees being proposed is withheld.

As to the ratification of Crowe Horwath LLP as the Independent Registered Public Accounting Firm for the Company, by checking the appropriate box, a shareholder may: (i) vote “FOR” the item; (ii) vote “AGAINST” the item; or (iii) “ABSTAIN” from voting on such item. The ratification of this matter will be determined by a majority of the votes cast, without regard to broker non-votes, or proxies marked “ABSTAIN.”

Proxies solicited hereby will be returned to the Company, and will be tabulated by inspectors of election designated by the Board of Directors.

ITEM 1 — ELECTION OF DIRECTORS

The Company’s Board of Directors currently consists of eleven (11) members. The Board is divided into three classes as nearly equal in number as possible (Class A, B, and C). Each year one class of Directors is elected to serve for a three-year term or until their respective successors shall have been elected and qualified.

BOARD LEADERSHIP AND RISK OVERSIGHT

Board Leadership Structure
The Board historically has been chaired by an independent director, rather than the chief executive officer. The current chairperson is Ms. Hefter. The Board of Directors believes that the non-executive chair structure helps to delineate the role of the chairperson, in managing the board, which in turn serves in an oversight capacity, from the responsibilities of the chief executive officer in managing the operations of the Company.

The Role of the Board in Risk Oversight
The entire Board of Directors is engaged in risk management oversight. The Audit Committee assists the Board of Directors in its oversight of the Company’s corporate-wide risk management and to identify, measure, monitor, and manage risks, in particular material financial risks. The Board of Directors receives regular reports from management, as well as from the Audit Committee, and the actions taken by management to adequately address those risks.

The Board of Directors has nominated Ms. Hefter, and Messrs. Arturi, Santoro and Nolan for election as Class B Directors. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to the nominees) will be voted at the Annual Meeting for the election of these nominees. If the nominees are unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why the nominees would be unable to serve, if elected. There are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED IN THIS PROXY STATEMENT.

The following table sets forth certain information, as of March 15, 2010, regarding the Board of Directors and each named executive officer identified in the summary compensation table included elsewhere in this Proxy Statement.

								Shares of Common
								Stock of the
				Director of the				Company Beneficially
Name and Age		Position Held		Company Since				Owned(1)				Percent
Nominees for Director
Class B (term expiring in 2013)
Marcia Z. Hefter Age 66		Director, Chairperson of the Board			1989				79,183	(2)			1.2
Emanuel Arturi		Director			2008				45,663	(3)			*
Age 64
Rudolph J. Santoro		Director			2009				6,501	(4)			*
Age 65
Howard H. Nolan Age 49		Senior Executive Vice President and Chief Administrative & Financial Officer, Treasurer and Corporate Secretary, Director			2003				31,993	(5)			*
Directors Continuing in Office
Class C (term expiring in 2011)
Charles I. Massoud		Director			2002				7,372	(6)			*
Age 65
Kevin M. O’Connor Age 47		President and Chief Executive Officer, Director			2007				65,314	(7)			1.0
Thomas J. Tobin		Director			1989				65,200	(8)			1.0
Age 65
Class A (term expiring in 2012)
Dennis A. Suskind Age 67		Director, Vice Chairperson of the Board			2002				103,799	(9)			1.6
R. Timothy Maran		Director			1989				71,015	(10)			1.1
Age 68
Albert E. McCoy, Jr.		Director			2008				43,294	(11)			*
Age 46
Executive Officers who are not Directors
Kevin L. Santacroce Age 41		Senior Vice President and Chief Lending Officer							24,006	(12)			*
James J. Manseau Age 46		Senior Vice President and Chief Retail Banking Officer							19,280	(13)			*
All Directors, Director nominees and Executive Officers as a Group (13 persons)									631,775	(14)			9.8	%
*   Represents less than 1%

The business experience of each of the Company’s directors, named executive officers and persons nominated to be elected as directors, as well as the qualifications, attributes and skills that led the Board of Directors to conclude that each director should serve on the Board are as follows:

Directors
Marcia Z. Hefter
Ms. Hefter is a partner in the law firm Esseks, Hefter & Angel, LLP with offices in Riverhead and Water Mill, New York. She is Chairperson of the Company’s Board of Directors and serves on the Compensation Committee. Prior to becoming Chairperson of the Company’s board, Ms. Hefter served as Vice Chairperson. Ms. Hefter has been a Director of the Company since 1989 and a Director of the Bank since 1988. Ms. Hefter is a graduate of Boston University and New York University School of Law. Ms. Hefter’s background as a lawyer and long standing service as a Director provides the Board of Directors with a unique perspective and counsel in its oversight of the Company.

Dennis A. Suskind
Mr. Suskind is a retired partner with Goldman Sachs & Co. He is Vice Chairperson of the Company’s Board of Directors and serves on the Audit Committee as a financial expert and as Chairperson of the Corporate Governance and Nominating Committee. He has been a Director of the Company since 2002. Mr. Suskind is also a Director of the Chicago Mercantile Exchange and serves as a member on its Audit Committee. His considerable experience in investment banking, capital markets and his service on the board of directors of another large publicly traded company are valuable to the Board of Directors in many ways, including its assessment of the Company’s sources and uses of capital.

Emanuel Arturi
Mr. Arturi is President and CEO of Knowledge Group Inc., a business and technology consulting company. Mr. Arturi previously was co-founder of BusinessEdge Solutions Inc., a national consulting firm specializing in financial services, communications and life science industries. He was appointed to the Company’s Board in January 2008 and is a member of the Compensation Committee. He holds a B.S. in mathematics from Montclair State University and a Masters Degree in mathematics from Fairleigh Dickinson University. Mr. Arturi also serves on the board of McGann-Mercy High School in Riverhead, New York. Mr. Arturi’s business experience and familiarity with the communities served by the Company provide a broad business perspective to the Board of Directors.

R. Timothy Maran
Mr. Maran is retired from the Insurance brokerage firm of Maran Corporate Risk Associates, Inc. He serves as the Company’s Chairperson of the Compensation Committee and has been a Director of the Company since 1989 and a Director of the Bank since 1980. Mr. Maran also serves as a Director of Southampton Hospital. Mr. Maran’s long standing service as a Director, extensive knowledge of local markets, experience as a local businessman and his expertise on insurance matters is valuable to the Board of Directors.

Charles I. Massoud
Mr. Massoud is President of Paumanok Vineyards located in Aquebogue, New York. Mr. Massoud serves as a member of the Audit Committee and Corporate Governance and Nominating Committee and has served as a Director of the Company since 2002. Mr. Massoud is also a member of the Board of Directors for Peconic Bay Medical Center. Mr. Massoud holds his Masters of Business Administration from the Wharton School and he worked for IBM for nearly 20 years as a marketing executive. Mr. Massoud’s extensive knowledge of local markets, educational background, and business experience benefits the Board of Directors in its oversight of strategic planning and business development.

Albert E. McCoy, Jr.
Mr. McCoy is President of W. F. McCoy Petroleum Products Inc. and the McCoy Bus Company located in Bridgehampton, New York. Mr. McCoy is a member of the Audit Committee and has served as a Director since April 2008. He is a graduate of George Washington University and a long standing shareholder of the Company. Mr. McCoy brings to the Board of Directors an extensive knowledge of local markets and the communities served by the Company which gives him unique insights into the Company’s lending challenges and opportunities.

Rudolph J. Santoro
Mr. Santoro is a retired Partner of Deloitte LLP, where he served as a National Industry Director of the Publishing and Media Industry. Mr. Santoro was appointed to the board in June 2009 and serves on the Audit Committee as a financial expert. Mr. Santoro holds a B.S. in Accounting from Long Island University and is a Certified Public Accountant with approximately 38 years of public accounting experience. He also serves as Vice President of Strategic Planning and Board Member for both the Northeast Region and Suffolk County Council of the Boy Scouts of America, and as a Trustee of Big Brothers/Big Sisters of New York City. Mr. Santoro’s background in public accounting enhances the Board of Director’s oversight of financial reporting and disclosure issues.

Named Executive Officers (“NEOs”) Who Are Directors
Kevin M. O’Connor
Mr. O’Connor is President and Chief Executive Officer of the Company. He joined the Company in October 2007 as President and Chief Executive Officer Designee and Director. On January 1, 2008, he became President and CEO. Prior to joining the Company, Mr. O’Connor served as Executive Vice President and Treasurer of North Fork Bancorporation, Inc. from 1997 through 2007. Mr. O’Connor’s background and extensive banking experience provides a valuable resource to the Board of Directors.

Howard H. Nolan
Mr. Nolan is Senior Executive Vice President, Chief Administrative & Financial Officer of the Company. He also serves as the Company’s Treasurer and Corporate Secretary. Mr. Nolan joined the Company in June 2006 as Chief Operating Officer and has served as a Director of the Company since 2003. Prior to joining the Company in 2006, Mr. Nolan was Vice President of Finance and Treasurer for Gentiva Health Services, Inc. Mr. Nolan’s background and extensive experience in finance and accounting and knowledge of local markets provides a valuable resource to the Board of Directors.

Thomas J. Tobin
Mr. Tobin retired as President Emeritus and Special Advisor to the Board on March 2, 2010. Prior to January 1, 2008, Mr. Tobin was President and Chief Executive Officer, a position he held for 21 years. Mr. Tobin has served as a Director of the Company since 1989 and as a Director of the Bank since 1986. Mr. Tobin’s former position as President and Chief Executive Officer of the Company, extensive banking experience and knowledge of the communities served by the Company, provides a valuable resource to the Board of Directors.

Named Executive Officers Who Are Not Directors
James J. Manseau

Mr. Manseau is Senior Vice President and Chief Retail Banking Officer of the Company. Mr. Manseau joined the Company in March 2008. Prior to joining the Company, Mr. Manseau served as a Divisional Senior Vice President, Suffolk County Regional Manager with North Fork Bancorporation and Capital One.

Kevin L. Santacroce
Mr. Santacroce is Senior Vice President and Chief Lending Officer of the Company. Mr. Santacroce joined the Company in March 1997 as Assistant Cashier and Credit Administrator. In January 2004, Mr. Santacroce was promoted to Senior Vice President and Chief Lending Officer.

DIRECTOR NOMINATIONS

The Board of Directors has established a Corporate Governance and Nominating Committee for the selection of Directors to be elected by the shareholders. Nominations of Directors to the Board are recommended by the Committee and determined by the full Board of Directors. The Board believes that it is appropriate to have the input of all Directors, with respect to the candidates to be considered for election to the Board by the shareholders. In this regard, the Board believes that each individual director has a unique insight into the operations of the Company and the Bank, the communities in which we operate, and the needs of the Company with respect to Board membership.

The Board has determined that, except as to Messrs. O’Connor, Nolan and Tobin, each member of the Board is an “independent director” within the meaning of the corporate governance listing standards of the Nasdaq Stock Market. Messrs. O’Connor, Nolan and Tobin are not considered independent because they are employees of the Company. In reaching independence determinations of other Directors, the Board considered loans outstanding that were made on the same terms as available to others.

The Company currently has a Corporate Governance and Nominating Committee charter which outlines the nomination process. The Charter is available on the Company’s website, www.bridgenb.com. The Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s

business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of gaining new perspectives. If any member of the Board does not wish to continue in service, or if the Committee decides not to re-nominate a member for re-election, or if the size of the Board is increased, the Committee would solicit suggestions for director candidates from all Board members. The Board would seek to identify a candidate who at a minimum satisfies the following criteria:

•

Has the highest personal and professional ethics and integrity and whose values are compatible with the Company’s;

•

Has had experiences and achievements that have given him or her the ability to exercise and develop good business judgment;

•

Is willing to devote the necessary time to the work of the Board and its Committees, which includes being available for Board and Committee meetings;

•

Is familiar with the communities in which the Company operates and/or is actively engaged in community activities;

•

Is involved in other activities or interests that do not create a conflict with their responsibilities to the Company and its shareholders; and

•

Has the capacity and desire to represent the balanced, best interests of the shareholders of the Company as a group, and not primarily a special interest group or constituency.

While the Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity on the Board of Directors, consideration is given to nominating persons with different perspectives and experience to enhance the deliberation and decision-making processes of the Board of Directors.

PROCEDURES FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS

The Board has adopted procedures for the submission of director nominees by shareholders. If a determination is made that an additional candidate is needed for the Board of Directors, the Board will consider candidates submitted by a shareholder. Shareholders can submit the names of qualified candidates for Director by writing to our Corporate Secretary, Bridge Bancorp, Inc., 2200 Montauk Highway, P.O. Box 3005, Bridgehampton, New York 11932. The Corporate Secretary must receive a submission not less than ninety (90) days prior to the date of the Company’s proxy materials for the preceding year’s annual meeting. The submission must include the following information:

•

The name and address of the shareholder as they appear on the Company’s books, and number of shares of Common Stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’s ownership will be required);

•

The name, address and contact information for the candidate, and the number of shares of Common Stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the shareholder’s ownership should be provided);

•

A statement of the candidate’s business and educational experience;

•

Such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;

•

A statement detailing any relationship between the candidate and the Company;

•

A statement detailing any relationship between the candidate and any customer, supplier or competitor of the Company;

•

Detailed information about any relationship or understanding between the proposing shareholder and the candidate; and

•

A statement that the candidate is willing to be considered and willing to serve as a Director if nominated and elected.

A nomination submitted by a shareholder for presentation by the shareholder at an annual meeting of shareholders must comply with the procedural and informational requirements described in “Advance Notice of Nominations to Be Brought Before an Annual Meeting.”

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

A shareholder of the Company who wants to communicate with the Board of Directors or with any individual Director can write to the Corporate Secretary, Bridge Bancorp, Inc., 2200 Montauk Highway, P.O. Box 3005, Bridgehampton, New York 11932, Attention: Board Administration.

The letter should indicate that the author is a shareholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, management will:

•

Forward the communication to the Director or Directors to whom it is addressed;

•

Attempt to handle the inquiry directly, for example where it is a request for information about the Company or it is a stock-related matter; or

•

Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

At each Board meeting, management shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the Directors.

CODE OF ETHICS

The Board has adopted a Code of Ethics that is applicable to the officers, Directors and employees of the Company, including the Company’s principal executive officer, principal administrative officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is available on the Company’s website, www.bridgenb.com. Amendments to and waivers from the Code of Ethics will also be disclosed on the Company’s website.

BOARD MEETINGS AND COMMITTEES

The following three standing committees facilitate and assist the Board in executing its responsibilities: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The table below shows current membership for each of the standing Board committees. Mr. Halsey will retire from the board effective May 7, 2010.

Audit		Compensation		Corporate Governance and
Committee		Committee		Nominating Committee
Thomas E. Halsey*		R. Timothy Maran*		Dennis A. Suskind*
Charles I. Massoud		Emanuel Arturi		Charles I. Massoud
Albert E. McCoy, Jr.		Thomas E. Halsey
Rudolph J. Santoro		Marcia Z. Hefter
Dennis A. Suskind

The business of the Board of Directors of the Company and the Bank is conducted through meetings and activities of the Boards and their Committees. The Board of Directors of the Company and the Bank meets monthly, or more often as may be necessary. The Board of Directors of the Company and the Bank met twelve times during 2009. No Director attended fewer than 75% in the aggregate of the total number of Board meetings held and the total number of Committee meetings on which he or she served during 2009, including Board and Committee meetings of the Bank and the Company.

THE AUDIT COMMITTEE

The Audit Committee consists of Directors Halsey (Chairperson), Massoud, McCoy, Santoro and Suskind. Each member of the Audit Committee is considered “independent” as defined in the NASDAQ^® corporate governance listing standards and under SEC Rule 10A-3. The duties and responsibilities of the Audit Committee include, among other things:

•

Retaining, overseeing and evaluating the Independent Registered Public Accounting Firm to audit the annual consolidated financial statements of the Company;

•

Overseeing the Company’s financial reporting processes in consultation with the Independent Registered Public Accounting Firm and the internal audit function;

•

Reviewing the annual audited consolidated financial statements, quarterly financial statements and the Independent Registered Public Accounting Firm’s report with management and the Independent Registered Public Accounting Firm and recommending inclusion of the annual audited consolidated financial statements in the Company’s annual report on Form 10-K;

•

Maintaining direct lines of communication with the Board of Directors, Company management, internal audit staff and the Independent Registered Public Accounting Firm;

•

Overseeing the internal audit function and reviewing management’s administration of the system of internal accounting controls;

•

Approving all engagements for audit and non-audit services by the Independent Registered Public Accounting Firm; and

•

Reviewing the adequacy of the Audit Committee charter.

The Audit Committee met six times during 2009. The Audit Committee reports to the Board on its activities and findings. The Board of Directors has determined that Rudolph Santoro and Dennis Suskind are “Audit Committee Financial Experts” as that term is used in the rules and regulations of the SEC.

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the charter of the Audit Committee is available on the Company’s website, www.bridgenb.com.

Management is responsible for the preparation of the Company’s consolidated financial statements and their assessment of the design and effectiveness of the Company’s internal control over financial reporting. The Independent Registered Public Accounting Firm is responsible for performing an independent audit of the Company’s consolidated financial statements and opining on management’s internal control assessment and the effectiveness of those controls in accordance with the standards of

the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing their reports thereon. As provided in its charter, the Audit Committee’s responsibilities include monitoring and overseeing these processes.

In discharging its responsibilities, the Audit Committee has:

•

Reviewed and discussed with management, and the Independent Registered Public Accounting Firm, the Company’s audited consolidated financial statements for the year ended December 31, 2009;

•

Reviewed and discussed with the Independent Registered Public Accounting Firm all communications required by the standards of the PCAOB, including the matters described in Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standard No. 90 (Audit Committee Communications); and

•

Received the written disclosures and the letter from the Independent Registered Public Accounting Firm required by applicable requirements of the PCAOB, and has discussed with the Independent Registered Public Accounting Firm its independence from the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and filed with the SEC. In addition, the Audit Committee selected Crowe Horwath LLP to be the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2010, subject to the ratification of this appointment by the shareholders.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

The foregoing report has been furnished by Committee members:

Thomas E. Halsey, Chairperson
Charles I. Massoud
Albert E. McCoy, Jr.
Rudolph J. Santoro
Dennis A. Suskind

THE COMPENSATION COMMITTEE

The Compensation Committee has four members and met five times in fiscal year 2009. The Compensation Committee is comprised solely of non-employee Directors, all of whom the Board has determined are independent as defined in the NASDAQ^® corporate governance listing standards. The Board has adopted a charter for the Compensation Committee, which is available on the Company’s website, www.bridgenb.com.

The Compensation Committee’s responsibilities include, among other duties, the responsibility to:

•

Establish, review, and modify from time to time as appropriate the overall compensation philosophy of the Company;

•

Review, evaluate and recommend Company objectives relevant to the CEO’s compensation; evaluate CEO performance relative to established goals; and review, evaluate and recommend to the full Board of Directors, the CEO’s compensation;

•

Review, evaluate and recommend goals relevant to the compensation of the Company’s other management personnel; and review such officers’ performance in light of these goals and determine (or recommend to the full Board of Directors for determination) such officers’ cash and equity compensation based on this evaluation;

•

Review, evaluate and recommend succession planning and management development for executive officers, including the CEO;

•

Review, evaluate and recommend, in consultation with the corporate governance committee, the compensation to be paid to directors of the Company and of affiliates of the Company for their service on the Board; and

•

Administer any stock benefit plans adopted by the Company.

Compensation recommendations for the Chief Executive Officer (“CEO”), Chief Administrative & Financial Officer (“CAO”), Chief Lending Officer (“CLO”) and Chief Retail Banking Officer (“CRO”) and President Emeritus, collectively known as NEOs, are made by the Compensation Committee to the Board of Directors. Decisions regarding non-equity compensation for the other officers are made under the authority of the Company’s CEO. The Committee has engaged Amalfi Consulting, LLC an outside and independent national compensation consulting firm, to conduct an annual review of its total compensation program for the NEOs as well as other key executives of the Company.

Compensation Committee meetings are regularly attended by the members of the Committee, and at the request of the Committee, by the CEO and CAO. At each meeting, the Compensation Committee meets in executive session which excludes the executive management. The Compensation Committee’s Chairperson reports the Committee’s recommendations on executive compensation to the Board. Independent advisors and the Company’s finance department support the Compensation Committee in its duties and, along with the CEO and CAO, may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Compensation Committee reviews the total fees paid to outside consultants by the Company to ensure that the consultant maintains its objectivity and independence when rendering advice to the Committee.

The Committee engaged its independent compensation consultant, Amalfi Consulting to review the Company’s incentive compensation plans maintained for the benefit of, and incentive compensation paid to, officers and employees. Based on the results of the independent assessment by Amalfi, and the

assessment of risks by the Committee, the Board has determined that the Company’s compensation policies, practices and programs do not promote excessive risk taking or pose risks that are reasonably likely to have a material adverse effect on Bridge Bancorp, Inc.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Directors Maran (Chairperson), Arturi, Halsey, and Hefter. None of these directors was during 2009, or is formerly, an officer of the Company. As disclosed in “Certain Relationships and Related Transactions,” Directors Maran, Hefter and Arturi, purchased trust preferred securities from a subsidiary of the Company on the same terms and conditions as available to all other purchasers. During the year ended December 31, 2009, the Company had no “interlocking” relationships in which (1) any executive officer is a member of the Board of Directors or Compensation Committee of another entity, one of whose executive officers is a member of the Company’s Board of Directors or Compensation Committee, or (2) any executive officer is a member of the Compensation Committee of another entity, one of whose executive officers is a member of the Company’s Board of Directors.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of the Compensation Program
The Compensation Committee (for purposes of this analysis, the “Committee”) of the Board has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The goal of the Committee is for the total compensation paid to the NEOs to be fair, reasonable and competitive.

Compensation Philosophy and Objectives
The compensation philosophy, established by the Committee of the Board, provides broad guidance on executive compensation and, more specifically, the compensation of the NEOs. Compensation comparisons are based on a peer group of banks, taking into consideration asset size, geographic location, and performance. However, reasonable exceptions to this compensation philosophy are considered appropriate as determined by the Compensation Committee.

Specifically, the compensation philosophy includes:

•

Aligning shareholder value with compensation;

•

Providing a direct and transparent link between the performance of the Bank and pay for the NEOs;

•

Aligning the interests of the Bank’s senior executive officers with that of the shareholders through performance-based incentive plans;

•

Making wise use of the Bank’s equity resources to ensure compatibility between management and shareholder interests; and

•

Awarding total compensation that is both reasonable and effective in attracting, motivating, and retaining key executives.

The compensation objectives of Bridge Bancorp, Inc. subject to experience and achieving plan performance are to:

•

Pay base salaries to the Company’s senior executives at a level consistent with the Company’s performance related to the Company’s selected peer group (the market);

•

Provide total cash compensation (salary and cash incentive compensation) to the Company’s senior executives at a level consistent with performance related to market;

•

Provide total direct compensation (the sum of salary, cash incentives, and equity incentives) at a level consistent with performance related to market based on planned and cumulative performance; and

•

Align senior management’s interest with that of shareholders through increasing equity compensation relative to total incentive compensation.

In addition, the Company’s compensation philosophy is to provide retirement benefits that are competitive with market practice. The Compensation Committee of the Board annually reviews the administration of the compensation plan.

Role of Executive Officers in Compensation Decisions

The CEO provides recommendations to the Committee and Board on the other NEOs compensation. The Committee recommends and the Board approves all compensation decisions for the CEO as well as the other NEOs and approves recommendations regarding equity awards to certain officers of the Company.

The CEO, CAO, CLO and the CRO annually review the performance and recommend compensation for senior management of the Company who are not NEOs.

Setting Executive Compensation

Based on the foregoing philosophy and objectives, the Committee has structured the Company’s annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals. In furtherance of this, Amalfi Consulting’s annual review provides the Committee with relevant market data and alternatives to consider when making compensation decisions for the NEOs and on the recommendations being made by the Company’s management for other key executives.

In making compensation decisions, the Committee compares each element of total compensation against a peer group of publicly-traded financial institutions that are comparable in asset size and performance (collectively, the “Compensation Peer Group”). When selecting the peer group, peer bank performance is taken into consideration. The key performance measures used in selecting the Company’s peer group are:

•

Return on Average Assets (“ROAA”)

•

Return on Average Equity (“ROAE”)

•

Net Interest Margin

•

Efficiency Ratio

•

Core Earnings Per Share (“EPS”) Growth

•

Total Three Year Return.

The Compensation Peer Group is periodically reviewed and updated by the Committee. The data is provided from SNL Financial^® and taken from the proxy filings of the Compensation Peer Group. Not all banks in the Compensation Peer Group reported data for each of our executive positions.

The twenty one companies comprising the Compensation Peer Group for the CEO, CAO, CLO and CRO are:

Compensation Peer Group

CEO

CAO

CLO

CRO

Alliance Financial Corporation

ü

ü

ü

ü

Bar Harbor Bankshares

ü

ü

ü

ü

BCB Bancorp, Inc.

ü

ü

ü

ü

Citizens Financial Services, Inc.

ü

ü

ü

CNB Financial Corporation

ü

ü

ü

ü

Community Bancorp

ü

ü

ü

Dimeco, Inc.

ü

ü

ü

ü

Enterprise Bancorp, Inc.

ü

ü

ü

ü

First Bancorp, Inc.

ü

ü

ü

ü

First Keystone Corporation

ü

ü

ü

First of Long Island Corporation

ü

ü

ü

ü

Hingham Institution for Savings

ü

ü

ü

ü

Merchants Bancshares, Inc.

ü

ü

ü

ü

Orrstown Financial Services, Inc.

ü

ü

ü

ü

Peoples Financial Services Corp.

ü

ü

ü

ü

Shore Bancshares Inc.

ü

ü

ü

Smithtown Bancorp, Inc.

ü

ü

ü

ü

Somerset Hills Bancorp

ü

ü

ü

ü

State Bancorp, Inc.

ü

ü

ü

ü

Suffolk Bancorp

ü

ü

ü

ü

Wilber Corporation

ü

ü

ü

All proxy data was updated using a method called “aging” that utilizes an annualized adjustment factor of 2.0%. This exercise provided the applicable Compensation Peer Group salary for each NEO.

Amalfi Consulting utilized the 2008/2009 Watson Wyatt Survey Report on General Executive Compensation to provide competitive data for the NEO positions and to supplement the proxy benchmark. Data from this survey was effective as of April 1, 2009. Data is used from the Economic Research Institute (“ERI”) to assess the cost of wages in the Bank’s local market. As a matter of compensation philosophy, regional adjustments made to the national data are based on the differential in salaries not the differential in cost of living. Adjustments based on the local salary differential help ensure that the compensation is fair and competitive, relative to other banks and financial institutions in the area. Salary differential adjustments relative to the national average were based on the ERI data for Riverhead, Mastic, Garden City and Great Neck, New York. Amalfi Consulting was unable to obtain specific ERI data for Bridgehampton but attained data for the closest locations to Bridgehampton as well as locations with similar economic characteristics in the ERI database. In each city, the cost of salaries is above the national average. The resulting adjustment was an increase to the national survey market data by 17.5%. This exercise provided the regionally adjusted benchmark salary from the 2008/2009 Watson Wyatt Survey Report on General Executive Compensation.

Each NEO’s current compensation was compared to an average of the applicable Compensation Peer Group salary and the regionally adjusted benchmark salary from the 2008/2009 Watson Wyatt Survey Report on General Executive Compensation. Overall base pay and total cash compensation is competitive with the market median. A significant percentage of total compensation is allocated to incentives as a result of the philosophy mentioned above. The Committee’s recommendations on granting options and restricted stock awards are based on the evaluation of the Company’s performance

in connection with year end results, the individual’s accomplishments and the position held by the individual. The NEOs are parties to employment and/or change in control agreements which are described elsewhere in this Proxy statement.

2009 Executive Compensation Components

For fiscal year ended December 31, 2009, the principal components of compensation for NEOs were:

•

Base salary

•

Short term incentive program

•

Long term equity incentive compensation

•

Retirement and other benefits

•

Perquisites and other personal benefits.

Base Salary
The Company provides NEOs and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for NEOs are determined for each executive based on his or her position and responsibility by using market data. Base salary ranges are designed so that salary opportunities for a given position will generally reflect +/- 15% of the market 50^th percentile. The annual salary of the NEOs is reviewed annually by the Compensation Committee and Board of Directors.

In light of the uncertain economic environment, management recommended that salaries for officers at the level of vice president and above, including all NEOs, should be frozen at their 2008 amounts, subject to the Company achieving its 2009 performance goals. Therefore, the 2009 base salary for Messrs. O’Connor, Nolan, Santacroce, Manseau and Tobin remained at $300,000, $230,000, $180,000, $200,000 and $320,000, respectively. In light of Company performance in 2009, the Board approved payment of discretionary bonuses equal to 4% of base salaries for all officers at the level of vice president and above, including NEO’s, excluding Mr. Tobin.

Short Term Incentive Program
Each NEO has an incentive opportunity defined by a target incentive and range that is based on their role and competitive market practice, except for Mr. Tobin whose incentive is at the discretion of the Board. Incentive targets/ranges are expressed as a percentage of base salary and determined based on competitive market practice for similar roles in similar organizations. The Board established the financial performance targets to be used in establishing awards under the plan for fiscal 2009, as well as the percentage of base salary that can be earned by each category of officer based on the achievement of targets.

The Plan has five performance goals: return on average equity, earnings per share growth, efficiency ratio, nonperforming assets as a percentage of total assets and core deposit growth. For core deposit growth in 2009, the Board established goals of 8%, 10% and 12% for threshold, target and maximum. For the other four measures, the Board has chosen to benchmark the Plan to the peer group. For any given year, we look at the trailing twelve months of performance as of September 30. Based on those figures, we set our threshold, target and maximum performance levels as follows:

		•     Threshold Performance:		100% of the Peer Median
		•     Target Performance:		110% of the Peer Median
		•     Maximum Performance:		125% of the Peer Median

In order to earn a minimum payout, the Company’s performance achievement must equal or exceed the threshold level. If none of the performance criteria are achieved, no short term incentive is earned under the plan. However, the Compensation Committee may at its discretion, recommend to the Board awards it considers reasonable. For 2009, the Company’s performance achievement was as follows:

		Peer Performance Achievement
		Threshold				Target				Maximum
2009 Performance		100% of				110% of				125% of				BDGE				Incentive				Actual
Measures		Median				Median				Median				Results				Potential				Achievement
ROAE			10.89%				11.98%				13.61%				15.70%				40.0%				40.0%
EPS Growth			4.93%				5.42%				6.16%				1.42%				20.0%				0.0%
Efficiency Ratio			58.99%				53.63%				47.19%				56.68%				20.0%				7.2%
NPA Ratio			1.35%				1.23%				1.08%				1.08%				10.0%				10.0%
Core Deposit Growth			8%				10%				12%				24.53%				10.0%				10.0%
						% of maximum payout achieved													100.0%				67.2%

For 2009, the Company achieved 67.2% of the maximum incentive opportunity compared to the 90% achieved in 2008 resulting in the following payout % of base salary for each NEO:

		Payout Opportunity as a % of Base Salary												Actual Payout
NEO		Threshold %				Target %				Maximum %				% of Base Salary
Kevin M. O’Connor			22.5%				45%				90%				60.5%
Howard H. Nolan			17.5%				35%				70%				47.0%
Kevin L. Santacroce			12.5%				25%				50%				33.6%
James J. Manseau			12.5%				25%				50%				33.6%

In order to further assure that the Company’s compensation programs do not encourage undue and unnecessary risks and promote a long-term outlook among the NEOs, the Committee and Board determined that the amount earned under the Short-Term Incentive Plan for 2009 will be paid to the NEOs, partially (50%) in cash and partially (50%) in restricted stock awards. The component of the award paid in the form of a restricted stock award was converted at a rate of 125% of the cash amount that would otherwise have been paid. Each restricted stock award vests over five years, with one third vesting in each of years 3, 4 and 5. Dividends are paid on unvested restricted stock awards.

The incentive compensation earned by NEOs for the years ended December 31, 2009 and 2008, respectively, reflecting the impact of performance achievements is as follows:

		Incentive Compensation Earned for the Years Ended December 31,
		2009												2008
						Restricted												Restricted
		Cash				Stock				Total				Cash				Stock				Total
Kevin M. O’Connor		$	90,720			$	113,420			$	204,140			$	60,825			$	228,000			$	288,825
Howard H. Nolan		$	54,096			$	67,675			$	121,771			$	72,550			$	90,687			$	163,237
Kevin L. Santacroce		$	30,240			$	37,846			$	68,086			$	45,550			$	56,943			$	102,493
James J. Manseau		$	33,600			$	42,090			$	75,690			$	37,550			$	46,930			$	84,480

Additionally in February 2009 the Committee adopted a clawback policy, to potentially recover certain incentive payments paid to the Company’s NEOs if (1) the payments or awards were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, and (2) the amount of the incentive compensation, as calculated under the restated financial results, is less than the amount actually paid or awarded under the original financial results.

Long Term Stock Incentive Program
The 2006 Stock-Based Incentive Plan (“2006 SBIP”) was approved by the Company’s stockholders at the 2006 Annual Meeting of Stockholders and is the successor plan to the Company’s 1996 Equity Incentive Plan, which expired in April 2006. The 2006 SBIP gives the Board the latitude to provide incentives and rewards to employees and Directors who are largely responsible for the success and growth of Bridge Bancorp, Inc. and its affiliates, and to assist all such entities in attracting and retaining experienced and qualified Directors, executives and other key employees.

Stock options may be either incentive stock options, which bestow certain tax benefits on the optionee, or non-qualified stock options, not qualifying for such benefits. All options have an exercise price that is not less than the market value of the Company’s Common Stock on the date of the grant. Historically, stock based awards under the Company’s plans have either been stock options or shares of restricted stock (which are shares of Common Stock that are forfeitable and are subject to restrictions on transfer prior to the vesting date). The vesting of restricted stock depends upon the executives continuing to render services to the Company. Restricted stock awards carry dividend rights from the date of grant. Restricted shares are forfeited if the award holder departs the Company before vesting. Options have no value unless the Company’s stock price rises over time, and the value of restricted shares over time also is directly proportionate to the market value of the Company’s stock.

The Committee’s recommendations on granting options and restricted stock awards are based on the evaluation of the Company’s performance in connection with year end results, the individual’s accomplishments and the position held by the individual. Based on the Compensation Committee’s evaluation of the Company’s 2009 performance and individual accomplishments, 4,500 restricted shares were granted to certain NEOs (1,500 shares to Mr. O’Connor and 1,000 shares each to Messrs. Nolan, Santacroce and Manseau) on December 18, 2009, as part of the long term stock incentive program with vesting over five years, one third vesting in each of years 3, 4 and 5. Dividends are paid on unvested restricted stock awards.

Retirement and Other Benefits
The Bank maintains a non-contributory, tax-qualified defined benefit pension plan (the “Retirement Plan”) for eligible employees. All salaried employees at least age 21 who have completed at least one year of service are eligible to participate in the Retirement Plan. The Retirement Plan provides for a benefit for each participant, including the NEOs, in an amount equal to 1.50% of the participant’s average annual earnings multiplied by creditable service (up to 35 years) plus 1.00% of the participant’s average annual earnings multiplied by creditable service (in excess of 35 years) minus 0.49% of the participant’s final average compensation multiplied by creditable service (up to 35 years). As required by law, the Retirement Plan is covered by the insurance program of the Pension Benefit Guarantee Corporation.

The Bank also maintains a 401(k) plan for the benefit of its employees. The Bank matches 50% of the employee’s contribution up to a maximum of 3%. All employees, including the NEOs, can defer a minimum of 1% and a maximum of 75% of their annual income as long as the deferred compensation does not exceed annual Internal Revenue Service (IRS) limits.

The Bank has a Supplemental Executive Retirement Plan (the “SERP”), under which additional retirement benefits are accrued for eligible Executive Officers. Under the defined benefit component of the SERP, the amount of supplemental retirement benefits is based upon a benefit at normal retirement which approximates the differences between (i) the total retirement benefit the participant would have received under the Retirement Plan without taking into account limitations on compensation and annual benefits; and (ii) the retirement benefit the participant is projected to receive under the Retirement Plan at normal retirement. Under the defined contribution component of the SERP, the amount of the supplemental retirement benefit is the difference between (i) the total matching contribution that would have been contributed by the Bank to the executive’s account under the 401(k) Plan based on the executive’s compensation, without giving effect to limitations on compensation and annual benefits; and (ii) the maximum amount that could have been contributed to the executive’s account under the 401(k) Plan with respect to such compensation.

Perquisites and Other Personal Benefits
The Company provides NEOs with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain employees for key positions. The NEOs are provided use of company automobiles and participation in the plans and programs described above. Attributed costs of personal benefits described for the NEOs for the fiscal year ended December 31, 2009 are included in the “All Other Compensation” column of the “Summary Compensation Table.”

The Company and the Bank have entered into employment agreements with Messrs. O’Connor, Nolan and Tobin, which are described under the heading “Employment Agreements.” The Company and the Bank have entered into change in control agreements, with Messrs. Santacroce, and Manseau which are described under the heading “Change in Control Agreement.”

Tax Implications

Tax Deductibility of Executive Compensation
Under Section 162(m) of the Internal Revenue Code, public companies are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for each executive officer listed in the summary compensation table. Compensation that is “performance-based” under the Internal Revenue Code’s definition is exempt from this limit. Stock option grants are intended to qualify as performance-based compensation. Although the Committee does not have a formal policy with respect to the payment of compensation in excess of the deductibility limits, compensation paid to the NEOs historically has fallen within the tax code limitations for deductibility.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

R. Timothy Maran, Chairperson
Emanuel Arturi
Thomas E. Halsey
Marcia Z. Hefter

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation received for the years ended December 31, 2009, 2008 and 2007, respectively by the Named Executive Officers. The officers of the Company are not compensated separately in any way for their services.

																										Change in
																										Pension
																										Value and
																						Non-Equity				Nonqualified
																						Incentive				Deferred				All
																						Plan				Compen-				Other
														Stock								Compen-				sation				Compen-
Name and						Salary				Bonus				Awards				Option				sation				Earnings				sation
Principal Position		Year				(1)				(2)				(3)				Awards				(4)				(5)				(6)				Total
Kevin M. O’Connor			2009	(7)		$	300,000			$	12,000			$	262,875				—			$	90,720			$	49,315			$	38,009			$	752,919
President & Chief			2008			$	300,000				N/A			$	90,728				—			$	60,825			$	4,045			$	29,201			$	484,799
Executive Officer			2007			$	57,692	(8)			N/A			$	122,500				—			$	33,128				—			$	4,692			$	218,012
Howard H. Nolan			2009			$	230,000			$	9,200			$	113,937				—			$	54,096			$	24,847			$	36,014			$	468,094
Senior Executive			2008			$	230,000				N/A			$	95,043				—			$	72,550			$	32,479			$	32,850			$	462,922
Vice President			2007			$	215,280				N/A			$	122,500				—			$	113,379			$	2,328			$	25,874			$	479,361
Chief Administrative & Financial Officer
Kevin L. Santacroce			2009			$	180,000			$	7,200			$	80,193				—			$	30,240			$	23,677			$	19,869			$	341,179
Senior Vice President & Chief Lending Officer			2008	(9)		$	180,000				N/A			$	78,587				—			$	45,550			$	25,124			$	16,929			$	346,190
James J. Manseau			2009	(10)		$	200,000			$	8,000			$	70,180				—			$	33,600			$	9,442			$	20,049			$	341,271
Senior Vice President & Chief Retail Banking Officer
Thomas J. Tobin			2009			$	320,000			$	75,000				—				—				—			$	142,901			$	17,689			$	555,590
President Emeritus			2008			$	320,000			$	50,000			$	26,400				—				—			$	439,093			$	19,547			$	855,040
and Special Advisor			2007			$	317,739				N/A				—				—			$	256,742			$	137,972			$	26,643			$	739,096
to the Board

Itemization of All Other Compensation
of Summary Compensation Table

										Dividends
										on
						401(k)				Restricted				Auto				Directors
		Year				Contribution				Stock				Fringe				Fees				Meals				Total
Kevin M. O’Connor			2009			$	6,900			$	16,901			$	8,208			$	6,000			$	0			$	38,009
			2008			$	6,156			$	6,098			$	9,947			$	7,000			$	0			$	29,201
			2007							$	1,150			$	2,042			$	1,500			$	0			$	4,692
Howard H. Nolan			2009			$	6,900			$	12,350			$	10,764			$	6,000			$	0			$	36,014
			2008			$	6,900			$	7,766			$	11,184			$	7,000			$	0			$	32,850
			2007			$	5,904			$	2,376			$	9,094			$	8,500			$	0			$	25,874
Kevin L. Santacroce			2009			$	5,711			$	10,360			$	3,798			$	0			$	0			$	19,869
			2008			$	6,395			$	6,949			$	3,585			$	0			$	0			$	16,929
James J. Manseau			2009			$	6,236			$	7,868			$	5,945			$	0			$	0			$	20,049
Thomas J. Tobin			2009			$	6,900			$	1,411			$	3,098			$	6,000			$	280			$	17,689
			2008			$	6,900			$	2,076			$	3,264			$	7,000			$	307			$	19,547
			2007			$	6,750			$	2,537			$	8,801			$	8,500			$	55			$	26,643

EMPLOYMENT AGREEMENTS

Kevin M. O’Connor

The term of the employment agreement with Mr. O’Connor, our President and Chief Executive Officer, and a Director of the Company and the Bank, is two-years, renewing daily, so that the remaining term is twenty-four months, unless notice of non-renewal is provided to the executive. If his employment is terminated, his service on the Boards also terminates. The current base salary under the agreement is $350,000. Base salary is reviewed annually and can be increased but not decreased.

If Mr. O’Connor voluntarily terminates his employment, or his employment is terminated for cause, no benefits are provided under the agreement. In the event (i) of the executive’s involuntary termination for any reason other than disability, death, retirement or termination for cause, or (ii) the executive’s resignation upon the occurrence of certain events constituting “constructive termination,” including a reduction in the executive’s duties, responsibilities or pay, the executive would be entitled to a severance benefit equal to a cash lump sum payment equal to twenty-four months base salary and the continuation of insurance coverage for twenty-four months.

In the event of a Change in Control, regardless of whether the executive’s employment terminates, Mr. O’Connor is entitled to a severance benefit equal to:

•

Three times his taxable income for the calendar year preceding the change in control;

•

Insurance coverage for three years following a termination of employment; and

•

Reimbursement for any excise taxes due on such payments and for the taxes due on such reimbursement.

Except in the event of a change in control, following termination of employment Mr. O’Connor is subject to non-compete restrictions.

Howard H. Nolan

Mr. Nolan serves as Senior Executive Vice President, Chief Administrative and Financial Officer of the Bank and the Company, and serves on the Board of Directors of the Bank and the Company. Mr. Nolan entered into a new employment agreement with the Company and the Bank on June 25, 2009. The term of the employment agreement is thirty-six (36) months (three years from June 25, 2009). The initial base salary under the employment agreement is $230,000. Base salary is reviewed annually (with the first review performed in January 2010) and can be increased but not decreased, and pursuant to such review, base salary was increased to $240,000.

If Mr. Nolan voluntarily terminates his employment without “good reason,” or his employment is terminated for cause, no benefits are provided under the agreement.

In the event (i) of the executive’s involuntary termination for any reason other than disability, death, retirement or termination for cause, or (ii) the executive’s resignation upon the occurrence of certain events constituting “good reason,” including a reduction in the executive’s duties, responsibilities or pay, the executive would be entitled to a severance benefit equal to a cash lump sum payment equal to twenty-four months base salary and the continuation of insurance coverage for twenty-four months.

In the event (i) of the executive’s involuntary termination for any reason other than cause, or (ii) the executive’s resignation upon the occurrence of certain events constituting “good reason,” including a reduction in the executive’s duties, responsibilities or pay, within one year following a change in control, the executive would be entitled to a severance benefit equal to a cash lump sum payment equal to:

•

Three times his annual compensation for the calendar year preceding the change in control; and

•

Continued health and medical insurance coverage for up to three years.

Except in the event of a change in control, following termination of employment Mr. Nolan is subject to non-compete restrictions.

Thomas J. Tobin

Mr. Tobin’s employment agreement expired on March 2, 2010.

CHANGE IN CONTROL AGREEMENTS

Kevin L. Santacroce and James J. Manseau

The Company and the Bank entered into change in control agreements with Messrs. Santacroce and Manseau which provide that upon an involuntary termination of employment for any reason other than cause, or the executive’s termination of employment for “good reason” (as such term is defined in the agreements) following a change in control and during the term of the agreement, the executive, as applicable, will be entitled to a severance benefit equal to:

•

3 times his annual compensation for the calendar year preceding the year of the change in control; and

•

Continued insurance coverage for three years.

The amount of payments will be reduced, if necessary, to an amount that is $1.00 less than the amount that would otherwise be an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.

The following table sets forth certain information pertaining to grants of Plan Based Awards to the NEOs during 2009.

GRANTS OF PLAN BASED AWARDS

																		All other
																		stock				Exercise				Grant
																		awards:				or base				date fair
						Estimated Future Payouts Under Non-												number				price of				value of
		Grant				Equity Incentive Plan Awards(1)												of shares				option				stock
Name		Date				Threshold				Target				Maximum				or units(2)				awards				awards(3)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)
K. O’Connor			03/24/09			$	67,500			$	135,000			$	270,000
			01/12/09																12,000			$	19.00			$	228,000
			12/18/09																1,500			$	23.25			$	34,875
H. Nolan			03/24/09			$	40,250			$	80,500			$	161,000
			01/12/09																4,773			$	19.00			$	90,687
			12/18/09																1,000			$	23.25			$	23,250
K. Santacroce			03/24/09			$	22,500			$	45,000			$	90,000
			01/12/09																2,997			$	19.00			$	56,943
			12/18/09																1,000			$	23.25			$	23,250
J. Manseau			03/24/09			$	25,000			$	50,000			$	100,000
			01/12/09																2,470			$	19.00			$	46,930
			12/18/09																1,000			$	23.25			$	23,250
T. Tobin			—				—				—				—				—				—				—

The following table sets forth information pertaining to outstanding equity awards held by the NEOs as of December 31, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

		Option Awards																Stock Awards
		Number of				Number of												Number of				Market Value
		securities				securities												shares or				of shares or
		underlying				underlying												units of				units of stock
		unexercised				unexercised options				Option				Option				stock that				that have not
		options				unexercisable				exercise				expiration				have not				vested
Name		exercisable				(1)				price				date				vested				(2)
K. O’Connor			—				—				—				—				5,000	(3)		$	120,200
																			2,171	(4)		$	52,191
																			2,200	(4)		$	52,888
																			12,000	(5)		$	288,480
																			1,500	(5)		$	36,060
H. Nolan			300				—			$	24.00				1/21/2014				5,000	(3)		$	120,200
			75				—			$	30.60				1/21/2015				2,811	(4)		$	67,576
			4,266				1,067			$	25.25				11/27/2016				1,700	(4)		$	40,868
																			4,773	(5)		$	114,743
																			1,000	(5)		$	24,040
K. Santacroce			750				—			$	24.00				1/21/2014				5,000	(3)		$	120,200
			188				—			$	30.60				1/21/2015				2,063	(4)		$	49,595
			3,200				800			$	25.25				11/27/2016				1,700	(4)		$	40,868
																			2,997	(5)		$	72,048
																			1,000	(5)		$	24,040
J. Manseau			—				—				—				—				5,000	(4)		$	120,200
																			1,700	(4)		$	40,868
																			2,470	(5)		$	59,379
																			1,000	(5)		$	24,040
T. Tobin			750				—			$	30.60				1/21/2015				1,200	(4)		$	28,848
			1,067				1,067			$	25.25				11/27/2016

The following table sets forth information regarding the value realized by our NEOs on option exercises and stock awards vested during the year ended December 31, 2009.

OPTIONS EXERCISES AND STOCK VESTED

		Option Awards								Stock Awards
		Number of Shares								Number of Shares
		acquired on				Value realized				acquired on				Value Realized
Name		exercise				on exercise				vesting				on vesting
T. Tobin			6,267			$	169,087				—				—
K. O’Connor			—				—				—				—
H. Nolan			—				—				—				—
K. Santacroce			—				—				—				—
J. Manseau			—				—				—				—

The following table sets forth certain information pertaining to the present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO, under the Retirement Plan and the Supplemental Executive Retirement Plan. The amounts reflected have been determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements.

PENSION BENEFITS

				Number of years				Present value of				Payments during
Name		Plan Name		credited service				accumulated benefit				Last Fiscal Year
K. O’Connor		New York State Bankers Retirement Plan			1.17			$	15,047				—
		Supplemental Executive Retirement Plan			1.17			$	38,313				—
H. Nolan		New York State Bankers Retirement Plan			2.50			$	35,257				—
		Supplemental Executive Retirement Plan			2.50			$	24,397				—
K. Santacroce		New York State Bankers Retirement Plan			12.25			$	93,828				—
J. Manseau		New York State Bankers Retirement Plan			.75			$	9,442				—
T. Tobin		New York State Bankers Retirement Plan			24.42			$	821,594				—
		Supplemental Executive Retirement Plan			24.42			$	1,351,144				—

The Bank sponsors a defined benefit pension plan covering substantially all employees. Benefits are based on years of service and the employee’s highest average compensation during five consecutive years of employment or all years of service, if less than five. Compensation used to determine benefits is all wages, tips, and other compensation as reported on form W-2, such as any amounts which are treated as salary reduction contributions under a 401(k) plan, a cafeteria plan or a qualified flexible benefits plan. The Normal Benefit Form is payable as a Single Life Pension with 60 payments guaranteed. There are a number of optional forms of benefit available to the above participants, all of which are adjusted actuarially. Participants are eligible for early retirement upon obtaining age 55.

As previously disclosed, the Bank maintains a SERP for the benefit of Messrs. O’Connor, Nolan and Tobin. Amounts in the 401(k) Plan component of the SERP are credited with earnings each year in the same percentages as the participant’s account under the Bank’s 401(k) Plan earns income.

Payments under both the 401(k) Plan and defined benefit pension plan component of the SERP begin six months after the participant separates from service with the Bank. In the event of a change in control of the Bank, the SERP will be terminated and amounts will be paid to participants in a single lump sum payment on the date of the change in control.

The following table shows as of December 31, 2009, Bank contributions and earnings, and the aggregate vested account balances of Messrs. O’Connor, Nolan and Tobin under the 401(k) Plan component of the SERP. The vested balances under the pension plan component of the SERP are included in the Pension Benefits table. Aggregate earnings in this table have not been reported in the Summary Compensation Table for the 2009, 2008 and 2007, respectively as they are not “preferential” or “above market” as defined in SEC regulations.

NONQUALIFIED DEFERRED COMPENSATION

		Executive				Registrant				Aggregate				Aggregate				Aggregate Balance
		Contributions in				Contributions in				Earnings in Last				Withdrawals/				at Last Fiscal
Name		Last Fiscal Year				Last Fiscal Year				Fiscal Year				Distributions				Year End
K. O’Connor			—			$	4,490			$	3,410				—			$	10,384
H. Nolan			—			$	2,643			$	1,260				—			$	7,405
T. Tobin			—			$	4,100			$	21,857				—			$	86,522

POTENTIAL PAYMENT UPON TERMINATION OR A CHANGE IN CONTROL

Under the terms of their employment agreements, the NEOs are entitled to certain payments upon a termination of employment, including a termination of employment following a change in control. Additionally, the vesting of options and stock awards may accelerate upon a termination of employment or upon a change in control. Set forth below is information as of December 31, 2009, regarding potential payments to the NEOs following a termination of employment.

In addition, the NEOs are entitled to certain retirement benefits under plans maintained by the Bank or the Company that are not conditioned on a termination of employment or a change in control of the Bank or the Company. Messrs. O’Connor, Nolan and Tobin are participants in the SERP described in the Nonqualified Deferred Compensation section of this proxy, in which Mr. Tobin’s benefits are fully vested as of December 31, 2009. Details regarding their vested benefits in the SERP are disclosed in the Pension Benefits table and the Nonqualified Deferred Compensation table of this proxy.

						Involuntary
		Involuntary				Termination after
Name		Termination				Change in Control				Disability				Death
K. O’Connor 2006 Stock Based Incentive Plan			—			$	549,843	(1)		$	549,843	(1)		$	549,843	(1)
Employment Agreement		$	627,216	(2)		$	1,854,816	(3)		$	627,216	(4)			—
H. Nolan 2006 Stock Based Incentive Plan			—			$	367,403	(1)		$	367,403	(1)		$	367,403	(1)
Employment Agreement		$	487,216	(2)		$	1,269,027	(3)		$	487,216	(5)			—
K. Santacroce 2006 Stock Based Incentive Plan			—			$	306,750	(1)		$	306,750	(1)		$	306,750	(1)
Change in Control Agreement						$	555,201	(3)
J. Manseau 2006 Stock Based Incentive Plan			—			$	220,447	(1)		$	220,447	(1)		$	220,447	(1)