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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-173043

To the Shareholders of Hamptons State Bank:

A Merger Proposal — Your Vote Is Very Important

On February 8, 2011, the board of directors of Hamptons State Bank unanimously approved a merger agreement among Hamptons State Bank, Bridge Bancorp, Inc. and The Bridgehampton National Bank pursuant to which Hamptons State Bank will be merged with and into The Bridgehampton National Bank.  Following the effective date of the merger, the separate existence of Hamptons State Bank will cease.  Hamptons State Bank is sending you this document to ask you to vote on the adoption of the merger agreement with Bridge Bancorp, Inc. and The Bridgehampton National Bank.

If the merger agreement is approved and the merger is subsequently completed, each outstanding share of Hamptons State Bank common stock will be converted into the right to receive 0.3434 share of Bridge Bancorp common stock, subject to adjustment as described in the merger agreement and this document. The value of the merger consideration will fluctuate with the market price of Bridge Bancorp, Inc.’s common stock and will not be adjusted to reflect stock price changes prior to the closing.  Based on the closing price of Bridge Bancorp, Inc.’s common stock on the Nasdaq Global Select Market on February 7, 2011, the last trading day before public announcement of the merger agreement, the 0.3434 exchange ratio represented approximately $7.85 in value for each share of Hamptons State Bank, Inc.’s common stock.  Based on the closing price of Bridge Bancorp, Inc.’s common stock on April 15, 2011, the 0.3434 exchange ratio represented approximately $7.24 in value for each share of Hamptons State Bank’s common stock.  You should obtain current stock price quotations for Bridge Bancorp, Inc.’s common stock.  Bridge Bancorp, Inc. common stock trades on the Nasdaq Global Select Market under the symbol “BDGE.”  Hamptons State Bank common stock is privately held by approximately 300 shareholders of record.

Your board of directors has unanimously determined that the merger and the merger agreement are fair and in the best interests of Hamptons State Bank and its shareholders and unanimously recommends that you vote “FOR” adoption of the merger agreement.  The merger cannot be completed unless two-thirds of the issued and outstanding shares of common stock of Hamptons State Bank vote to adopt the merger agreement.  Whether or not you plan to attend the special meeting of shareholders, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope.  If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” adoption of the merger agreement.  If you fail to vote, or you do not instruct your broker how to vote any shares held for you in “street name,” it will have the same effect as voting “AGAINST” the merger agreement.

This proxy statement-prospectus gives you detailed information about the special meeting of shareholders to be held on May 24, 2011, the merger and other related matters. You should carefully read this entire document, including the appendices.  In particular, you should carefully consider the discussion in the section entitled “Risk Factors” on page 13.

On behalf of the board of directors, I thank you for your prompt attention to this important matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete.  Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This document is dated April 20, 2011, and is first being mailed on or about April 22, 2011.

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HAMPTONS STATE BANK

243 WINDMILL LANE

P.O. BOX 5037

SOUTHAMPTON, NEW YORK 11969

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 24, 2011

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Hamptons State Bank will be held at the Bank’s headquarters at 243 Windmill Lane, Southampton, New York 11969, at 4:00 p.m. New York time, on May 24, 2011, for the following purposes:

1.         To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger by and among Bridge Bancorp, Inc., The Bridgehampton National Bank and Hamptons State Bank, dated as of February 8, 2011, as amended on April 8, 2011, and the transactions contemplated by the merger agreement, as discussed in the attached proxy statement-prospectus.

2.         To transact any other business that properly comes before the special meeting of shareholders, or any adjournments or postponements of the special meeting, including, without limitation, a motion to adjourn the special meeting to another time or place for the purpose of soliciting additional proxies in order to approve the merger agreement and the merger or otherwise.

The proposed merger is described in more detail in this proxy statement-prospectus, which you should read carefully in its entirety before voting.  A copy of the merger agreement is attached as Appendix A to this document.  Only Hamptons State Bank shareholders of record as of the close of business on April 15, 2011, are entitled to notice of and to vote at the special meeting of shareholders or any adjournments of the special meeting.

Your vote is very important.  To ensure your representation at the special meeting of shareholders, please complete, execute and promptly mail your proxy card in the return envelope enclosed.  This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs.  Your proxy may be revoked at any time before it is voted.

You are entitled to dissent to the merger and receive payment for your shares under 12 U.S.C. §215a.  Any shareholder who wishes to exercise these rights must strictly comply with the procedures described in the accompanying proxy statement, including: (1) (a) delivering to Hamptons State Bank, at or prior to the vote on the merger agreement is taken at the special meeting of shareholders, written notice to the presiding officer that he or she dissents from the merger agreement; or (b) voting against the merger agreement; and (2) strictly complying with all of the procedures required under 12 U.S.C. §215a.  We have included a copy of 12 U.S.C. §215a as Appendix C to the accompanying proxy statement.

HAMPTONS STATE BANK’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE MERGER AGREEMENT.

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS.

DO NOT SEND STOCK CERTIFICATES WITH THE PROXY CARD.  UNDER SEPARATE COVER, WHICH WILL BE SENT FOLLOWING THE CLOSING OF THE MERGER, YOU WILL RECEIVE INSTRUCTIONS FOR DELIVERING YOUR STOCK CERTIFICATES.

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WHERE YOU CAN FIND MORE INFORMATION

Bridge Bancorp, Inc. files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission.  You may obtain copies of these documents by mail from the public reference room of the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the Securities and Exchange Commission at (800) SEC-0330 for further information on the public reference room.  In addition, Bridge Bancorp, Inc. files reports and other information with the Securities and Exchange Commission electronically, and the Securities and Exchange Commission maintains a web site located at http://www.sec.gov containing this information.

This document incorporates by reference important business and financial information about Bridge Bancorp, Inc. from documents that are not included in or delivered with this proxy statement-prospectus. These documents are available without charge to you upon written or oral request at the applicable company’s address and telephone number listed below:

Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Attention:  Howard Nolan

Senior Executive Vice President and Chief Administrative and Financial Officer

Additional information about Hamptons State Bank may be obtained by contacting Stanley J. Glinka, Vice President and Corporate Secretary, 243 Windmill Lane, P.O. Box 5037, Southampton, New York 11969, (631) 287-9500.

To obtain timely delivery, you must request the information no later than May 17, 2011.

Bridge Bancorp, Inc. has filed a registration statement on Form S-4 to register with the Securities and Exchange Commission up to 335,000 shares of Bridge Bancorp, Inc. common stock. This document is a part of that registration statement.  As permitted by Securities and Exchange Commission rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement.  You may read and copy the registration statement, including any amendments, schedules and exhibits at the addresses set forth above.  Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement.  This document incorporates by reference documents that Bridge Bancorp, Inc. has previously filed with the Securities and Exchange Commission.  They contain important information about the companies and their financial condition. See “Incorporation of Certain Documents by Reference” on page 54.

Bridge Bancorp, Inc. common stock is traded on the Nasdaq Select Market under the symbol “BDGE.” Hamptons State Bank common stock is privately held by approximately 300 shareholders.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE

HAMPTONS STATE BANK SPECIAL MEETING OF SHAREHOLDERS

The following are answers to certain questions that you may have regarding the special meeting.  We urge you to read carefully the remainder of this document because the information in this section may not provide all that might be important to you in determining how to vote.  Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

WHAT ARE HOLDERS OF HAMPTONS STATE BANK COMMON STOCK BEING ASKED TO VOTE ON?

A.        Holders of Hamptons State Bank common stock are being asked to vote on the adoption of the merger agreement by and among Bridge Bancorp, Inc.  The Bridgehampton National Bank and Hamptons State Bank, dated as of February 8, 2011, as amended on April 8, 2011 (the “Merger Agreement”), pursuant to which Hamptons State Bank will be merged with and into Bridgehampton National Bank (the “Merger”) and to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of adoption of the Merger Agreement.

Q:         WHAT DO I NEED TO DO NOW?

A:         After you have carefully read this document, you may vote using the internet at the address shown on your proxy card, or by telephone using the number on your proxy card or by completing, signing, dating and returning your proxy card in the enclosed prepaid return envelope as soon as possible.  This will enable your shares to be represented and voted at the special meeting.

Q:         WHY IS MY VOTE IMPORTANT?

A:         The Merger Agreement must be adopted by two-thirds of the issued and outstanding shares of Hamptons State Bank common stock.  A failure to vote will have the same effect as a vote against the Merger Agreement.

Q:         IF MY BROKER HOLDS MY SHARES IN “STREET NAME” WILL MY BROKER AUTOMATICALLY VOTE MY SHARES FOR ME?

A:         No.  Your broker will not be able to vote your shares without instructions from you.  You should instruct your broker to vote your shares, following the instructions your broker provides.

Q:         WHAT IF I FAIL TO INSTRUCT MY BROKER TO VOTE MY SHARES?

A:         If you fail to instruct your broker to vote your shares, the broker will submit an unvoted proxy (a broker non-vote) as to your shares.  Broker non-votes will count toward a quorum at the special meeting.  However, broker non-votes will not count as a vote with respect to the Merger Agreement, and therefore will have the same effect as a vote against the Merger Agreement.

Q:         CAN I ATTEND THE SPECIAL MEETING AND VOTE MY SHARES IN PERSON?

A:         Yes.  All shareholders are invited to attend the special meeting.  Shareholders of record can vote in person at the special meeting by executing a proxy card.  If a broker holds your shares in street name, then you are not the shareholder of record and you must ask your broker how you can vote your shares at the special meeting.

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Q:         CAN I CHANGE MY VOTE?

A:         Yes.  If you have not voted through your broker, you can change your vote after you have sent in your proxy card by:

·                  providing written notice to the Secretary of Hamptons State Bank;

·                  submitting a new proxy card or voting by telephone or internet (any earlier proxies will be revoked automatically); or

·                  attending the special meeting and voting in person.  Any earlier proxy will be revoked.  However, simply attending the special meeting without voting will not revoke your proxy.

If you have instructed a broker to vote your shares, you must follow your broker’s directions to change your vote.

Q:         SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:         Please DO NOT send your stock certificates with your proxy card.  Instructions will be sent to you under separate cover following completion of the Merger.

Q:         WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A:         Bridge Bancorp, Inc., The Bridgehampton National Bank and Hamptons State Bank currently expect to complete the Merger in the beginning of the third quarter of 2011, assuming all of the conditions to completion of the Merger have been satisfied.

Q:         WHAT WILL SHAREHOLDERS OF HAMPTONS STATE BANK RECEIVE IN THE MERGER?

A:         If the Merger Agreement is approved and the Merger is subsequently completed, each outstanding share of Hamptons State Bank common stock will be converted into the right to receive 0.3434 shares of Bridge Bancorp, Inc. common stock for each share of Hamptons State Bank common stock, subject to adjustment as described in the Merger Agreement and in this document.

Q:         WHOM SHOULD I CALL WITH QUESTIONS?

A:         You should direct any questions regarding the special meeting of shareholders or the Merger to Stanley J. Glinka, Vice President and Corporate Secretary, Hamptons State Bank, 243 Windmill Lane, P.O. Box 5037, Southampton, New York 11969, (631) 287-9500.

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SUMMARY

Hamptons State Bank, Bridge Bancorp, Inc. and The Bridgehampton National Bank have approved, subject to the approval of Hamptons’ shareholders, a Merger Agreement, pursuant to which Hamptons State Bank will merge with and into Bridgehampton National Bank, and Hamptons State Bank will cease to exist as a separate entity.  This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer you before you decide how to vote with respect to the Merger Agreement. In addition, we incorporate by reference important business and financial information about Bridge Bancorp, Inc into this document. For a description of this information, see “Incorporation of Certain Documents by Reference” on page 54. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” on the inside front cover of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.

This document, including information included or incorporated by reference in this document, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, but are not limited to: (i) statements of goals, intentions and expectations; (ii) statements regarding business plans, prospects, growth and operating strategies; (iii) statements regarding the asset quality of loan and investment portfolios; (iv) statements regarding estimates of risks and future costs and benefits; and (iv) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or words of similar meaning.  These forward-looking statements are based on current beliefs and expectations of the management of Bridge Bancorp, Inc., The Bridgehampton National Bank and Hamptons State Bank and are inherently subject to significant business, economic and competitive uncertainties and contingencies, including those described in the section entitled “Risk Factors,” many of which are beyond the control of Bridge Bancorp, Inc., The Bridgehampton National Bank and Hamptons State Bank. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. See “Forward—Looking Statements” on page 55.

THE MERGER

The Merger Agreement is attached to this document as Appendix A.  We encourage you to read this agreement carefully, as it is the legal document that governs the merger of Hamptons State Bank with and into The Bridgehampton National Bank.

Parties to the Merger

Bridge Bancorp, Inc. (page 19)

The Bridgehampton National Bank

Bridge Bancorp, Inc. (“Bridge”) is a bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, The Bridgehampton National Bank (“Bridgehampton Bank”).  Established in 1910, Bridgehampton Bank, with assets of approximately $1.0 billion, total deposits of approximately $917.0 million and stockholders’ equity of approximately $65.7 million as of December 31, 2010, and a primary market area of the North and South Forks of Eastern Long Island, extending westward into Brookhaven and Babylon Towns, operates 19 retail branch locations.  Through this branch network and its electronic delivery channels, it provides deposit and loan products and financial services to local businesses, consumers and municipalities.  Title insurance

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services are offered through Bridgehampton Bank’s wholly owned subsidiary, Bridge Abstract.  Bridge Investment Services, a division of Bridgehampton Bank, offers financial planning and investment consultation.

The principal executive office of Bridge is located at 2200 Montauk Highway, Bridgehampton, New York 11932 and the telephone number is (631) 537-1000.

Hamptons State Bank (page 19)

Founded in 1997 and headquartered in Southampton, New York, Hamptons State Bank (“Hamptons”) serves its customers through a single office and offers a variety of financial products for customers, businesses, and non-profit organizations. As of December 31, 2010, Hamptons’ total assets, deposits, and net loans were approximately $68 million, $57 million, and $40 million, respectively.  Hamptons’ principal executive office is located at 243 Windmill Lane, Southampton, New York 11969 and the telephone number is (631) 287-9500.

What Hamptons State Bank Shareholders Will Receive in the Merger (page 19)

If the Merger Agreement is approved and the Merger is subsequently completed, each outstanding share of Hamptons State Bank common stock will be converted into the right to receive 0.3434 shares of Bridge common stock, which is referred to as the exchange ratio.  In the event of certain decreases in the stock price of Bridge, as described in the Merger Agreement and this document, Hamptons State Bank may elect to terminate the Merger Agreement unless Bridge elects to increase the exchange ratio.

Material United States Federal Income Tax Consequences of the Merger (page 43)

Bridge and Hamptons State Bank will not be required to complete the Merger unless each receives a legal opinion from its respective counsel to the effect that the Merger will qualify as a tax-free reorganization for United States federal income tax purposes.

We expect that, for United States federal income tax purposes, you generally will not recognize any gain or loss with respect to your shares of Hamptons State Bank common stock upon receiving shares of Bridge common stock in the Merger, except with respect to any cash received in lieu of a fractional share interest in Bridge common stock.

You should read “Material United States Federal Income Tax Consequences of the Merger” starting on page 43 for a more complete discussion of the federal income tax consequences of the Merger. Tax matters can be complicated and the tax consequences of the Merger to you will depend on your particular tax situation. You should consult your tax advisor to fully understand the tax consequences of the Merger to you.

Your Board of Directors Unanimously Recommends Shareholder Adoption of the Merger (page 22)

Hamptons State Bank’s board of directors after careful review and consideration of the terms of the Merger Agreement, unanimously approved the Merger Agreement and all directors have agreed to vote shares of Hamptons State Bank stock they own as of the record date in favor of the adoption of the Merger Agreement. Hamptons State Bank’s board of directors believes that the Merger and the Merger Agreement are fair to and in the best interests of Hamptons State Bank and its shareholders and unanimously recommends that you vote “FOR” approval and adoption of the Merger Agreement. See “Recommendation of the Hamptons State Banks Board of Directors and Reasons for the Merger.”

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Opinion of Hamptons State Bank’s Financial Advisor (page 23 and Appendix B)

On February 8, 2011, Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) rendered its opinion to the board of directors of Hamptons State Bank that as of the date of the opinion, and based upon and subject to the factors and assumptions set forth in the opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Hamptons State Bank’s common shareholders.  The full text of Sandler O’Neill’s written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this document as Appendix B.  Hamptons State Bank shareholders are urged to read the opinion in its entirety.  Sandler O’Neill’s written opinion is addressed to the board of directors of Hamptons State Bank, is directed only to the exchange ratio in the Merger and does not constitute a recommendation as to how any holder of Hamptons State Bank common stock should vote with respect to the Merger or any other matter.

Special Meeting of Shareholders of Hamptons State Bank (page 17)

Hamptons State Bank will hold a special meeting of its shareholders on May 24, 2011, at 4:00 p.m., New York time, at the Bank’s headquarters at 243 Windmill Lane, Southampton, New York 11969.  At the special meeting of shareholders, you will be asked to vote to approve and adopt the Merger Agreement.

You may vote at the special meeting of shareholders if you owned shares of Hamptons State Bank common stock at the close of business on the record date, April 15, 2011.  On that date, there were 796,816 shares of Hamptons State Bank common stock outstanding and entitled to vote at the special meeting of shareholders. You may cast one vote for each share of Hamptons State Bank common stock you owned on the record date.

Even if you expect to attend the special meeting of shareholders, Hamptons State Bank recommends that you promptly complete and return your proxy card in the enclosed return envelope.

Shareholder Vote Required (page 18)

Approval and adoption of the Merger Agreement requires the affirmative vote of two-thirds of the holders of the shares of Hamptons State Bank common stock issued and outstanding on the record date.  A failure to vote or an abstention will have the same effect as a vote against the Merger.  As of the record date, directors and executive officers of Hamptons State Bank beneficially owned 93,500 shares of Hamptons State Bank common stock entitled to vote at the special meeting of shareholders.  This represents approximately 11.73% of the total votes entitled to be cast at the special meeting of shareholders. These individuals have agreed to vote “FOR” adoption of the Merger Agreement.

Holders of Hamptons State Bank Common Stock Have Dissenters’ Rights (page 34 and Appendix C)

The holders of Hamptons State Bank common stock are entitled to dissent from approval of the Merger and to receive the fair value of the shares if the Merger is consummated provided they follow certain procedures.  These procedures are described at page 34 in the section “Dissenters’ Rights” and set forth in Appendix C hereto.

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Interests of Hamptons State Bank’s Directors and Officers in the Merger that are Different From Yours (page 35)

In considering the recommendation of the board of directors of Hamptons State Bank to adopt the Merger Agreement, you should be aware that officers and directors of Hamptons State Bank have compensation agreements or plans that give them interests in the Merger that are somewhat different from, or in addition to, their interests as Hamptons State Bank shareholders. These interests and agreements include:

·         a consulting and non-competition agreement for Ronald M. Krawczyk, our President and Chief Executive Officer, which provides for aggregate payments of $166,000;

·         retention agreements with three of our officers which provide for a payment of $10,000 to each officer provided that such officer remains employed on the effective date of the Merger; and

·         the rights of Hamptons State Bank’s officers and directors to indemnification and directors’ and officers’ liability insurance.

Regulatory Approvals Required for the Merger (page 39)

The Merger cannot be completed without the prior approval of the Office of the Comptroller of the Currency.  Bridgehampton Bank is in the process of seeking this approval.  While Bridgehampton Bank does not know of any reason why it would not be able to obtain the necessary approvals in a timely manner, Bridgehampton Bank cannot assure you that this approval will occur or what the timing may be or that this approval will not be subject to one or more conditions that affect the advisability of the Merger.

Conditions to the Merger (page 38)

Completion of the Merger depends on a number of conditions being satisfied or waived, including the following:

·                  Hamptons State Bank shareholders must have adopted the Merger Agreement;

·                  the representations and warranties of the parties to the Merger Agreement must be, subject to certain limited exceptions, true and correct except to the extent that the failure of the representations and warranties to be so true and correct do not have and are not reasonably expected to have, individually or in the aggregate, a material adverse effect on Hamptons State Bank or Bridge, as appropriate;

·                  the receipt of all regulatory approvals and other necessary approvals of governmental entities (other than those the failure of which to obtain would not cause a material adverse effect), including the Office of the Comptroller of the Currency and all statutory waiting periods must have expired;

·                  there must be no statute, rule, regulation, order, injunction or decree in existence which prohibits or makes completion of the Merger illegal;

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·                  there must be no litigation, statute, law, regulation, order or decree by which the Merger is restrained or enjoined;

·                  Bridge’s registration statement filed with the Securities and Exchange Commission of which this document is a part shall have become effective and no stop order suspending its effectiveness shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission;

·                  the shares of Bridge common stock to be issued to Hamptons State Bank shareholders in the Merger must have been approved for listing on the Nasdaq Global Select Market and such shares must be delivered to the exchange agent before the closing date of the transaction;

·                  Bridge and Hamptons State Bank must each have received a legal opinion from its respective counsel that the Merger will qualify as a tax-free reorganization under United States federal income tax laws; and

·                  all necessary third party consents shall have been obtained.

Bridge may terminate the Merger Agreement if holders of more than 15% of Hamptons State Bank’s common stock exercise their right to dissent from approving the Merger and instead demand the fair value of their shares.

Although Bridge anticipates the closing will occur during the third quarter of 2011, because the satisfaction of certain of these conditions is beyond our control, Bridge cannot be certain when, or if, the conditions to the Merger will be satisfied or waived or whether the Merger will be completed.

No Solicitation (page 40)

Subject to certain exceptions, Hamptons State Bank has agreed not to initiate, solicit, induce or knowingly encourage any inquiries or the making of any proposal or offer from any third party relating to an acquisition of Hamptons State Bank, or enter into an agreement relating to an acquisition proposal by a third party. Notwithstanding these restrictions, however, the Merger Agreement provides that, under specified circumstances, in response to an unsolicited acquisition proposal or inquiry from a third party which, in the good faith judgment of the Hamptons State Bank board of directors, is or reasonable likely to result in a proposal which is superior to the Merger with Bridge.  Hamptons State Bank may furnish information regarding Hamptons State Bank and participate in discussions and negotiations with such third party.

Termination of the Merger Agreement (page 41)

Bridge and Hamptons State Bank may mutually agree at any time to terminate the Merger Agreement without completing the merger, even if the Hamptons State Bank shareholders have approved it.  Also, either party may decide, without the consent of the other party, to terminate the Merger Agreement under specified circumstances, including if the Merger is not consummated by September 30, 2011, if the required regulatory approval is not received or if the shareholders of Hamptons State Bank do not approve the Merger.  In addition, either party may terminate the Merger Agreement if there is a breach of the agreement by the other party that would cause the failure of conditions to the terminating party’s obligation to close, unless the breach is capable of being cured and is cured within 30 days of the notice of breach (provided that the terminating party is not then in material breach of the Merger Agreement).  In addition, Hamptons State Bank may terminate the Merger Agreement if Bridge’s stock price falls below thresholds set forth in the Merger Agreement and Bridge does not increase the exchange

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ratio pursuant to a prescribed formula or, under certain limited circumstances, if Hamptons State Bank has received a proposal which its board of directors determines is superior to the Merger with Bridge.

Termination Fee (page 41)

If the Merger is terminated pursuant to specified situations in the Merger Agreement (and Hamptons State Bank accepts a “superior proposal,” as defined in the Merger Agreement, or enters into an acquisition proposal under certain circumstances), Hamptons State Bank may be required to pay a termination fee to Bridge of $275,000, plus expenses.  Hamptons State Bank agreed to this termination fee arrangement in order to induce Bridge to enter into the Merger Agreement.  The termination fee requirement may discourage other companies from trying or proposing to combine with Hamptons State Bank before the Merger is completed.

Comparison of Shareholders’ Rights (page 46)

The rights of Hamptons State Bank shareholders who continue as Bridge shareholders after the Merger will be governed by New York corporate law and the certificate of incorporation and bylaws of Bridge rather than by New York banking law and the certificate of incorporation and bylaws of Hamptons State Bank.

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SELECTED HISTORICAL FINANCIAL DATA FOR BRIDGE BANCORP, INC. AND FOR HAMPTONS STATE BANK

Bridge Bancorp, Inc.

The following tables set forth selected consolidated historical financial and other data of Bridge for the periods and as of the dates indicated.

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Hamptons State Bank

The following tables set forth selected historical financial data of Hamptons State Bank for the periods and at the dates indicated.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement-prospectus, including the matters addressed under the caption “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding whether to vote for adoption of the Merger Agreement.

Risks related to the Merger

Regulatory Approval May Not be Received, May Take Longer Than Expected or May Impose Conditions That are Not Presently Anticipated or Cannot be Met.

Before the transactions contemplated in the Merger Agreement, including the Merger, may be completed, various approvals or consents must be obtained from the Office of the Comptroller of the Currency (the “OCC”).  The OCC may impose conditions on the completion of the Merger or require changes to the terms of the Merger Agreement. Although Hamptons State Bank does not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the transactions contemplated in the Merger Agreement or imposing additional costs on or limiting Bridge’s revenues, any of which might have a material adverse effect on Bridge following the Merger. There can be no assurance as to whether the regulatory approvals will be received, the timing of those approvals, or whether any conditions will be imposed.

The Merger Agreement May Be Terminated in Accordance With Its Terms and The Merger May Not Be Completed.

The Merger Agreement with Hamptons State Bank is subject to a number of conditions which must be fulfilled in order to close. Those conditions include: Hamptons State Bank shareholder approval, regulatory approval, the continued accuracy of certain representations and warranties by both parties and the performance by both parties of certain covenants and agreements.  In addition, certain circumstances exist where Hamptons State Bank may choose to terminate the Merger Agreement, including the acceptance of a superior proposal as defined in the Merger Agreement or the decline in Bridge’s share price to more than 15% below $23.06 as of the first date when all regulatory approvals for the Merger have been received combined with such decline being at least 20% greater than a corresponding price decline of a group of 15 similar publicly-traded financial institutions, with no adjustment made to the exchange ratio by Bridge. There can be no assurance that the conditions to closing the Merger will be fulfilled or that the Merger will be completed.

Bridge May Fail to Realize the Anticipated Benefits of the Merger, and the Value of the Bridge Stock Received by Holders of Hamptons State Bank Shares as Consideration for the Merger may Decline.

The success of the Merger will depend on, among other things, Bridge’s ability to realize anticipated cost savings and to combine the businesses of Bridgehampton Bank and Hamptons State Bank in a manner that permits growth opportunities and does not materially disrupt the existing customer relationships of Hamptons State Bank nor result in decreased revenues resulting from any loss of customers.  If Bridge is not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected, adversely affecting the value of Bridge common stock, including those which Hamptons State Bank shareholders have received as consideration for the Merger.

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Bridgehampton Bank and Hamptons State Bank have operated and, until the completion of the Merger, will continue to operate, independently.  Certain employees of Hamptons State Bank will not be employed by Bridge or Bridgehampton Bank after the Merger.  In addition, employees of Hamptons State Bank that Bridgehampton Bank wishes to retain may elect to terminate their employment as a result of the Merger which could delay or disrupt the integration process.  It is possible that the integration process could result in the disruption of Hamptons State Bank’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of Bridgehampton Bank to maintain relationships with customers and employees or to achieve the anticipated benefits of the Merger.

Hamptons State Bank Directors and Officers Have Interests in the Merger Besides Those of a Shareholder.

Hamptons State Bank’s directors and officers have various interests in the Merger besides being Hamptons State Bank shareholders.  These interests include:

·     a one year consulting and up to a three year non-competition agreement between Bridgehampton Bank and Ronald M. Krawczyk, paying him $166,000 in the first year following completion of the Merger;

·     the payment of $10,000 to three officers under existing retention agreements with Hamptons State Bank; and

·     the agreement by Bridge to provide Hamptons State Bank directors and officers with continued indemnification after the Merger.

Hamptons State Bank Shareholders Cannot Be Certain of the Market Value of the Merger Consideration They Will Receive, Because the Market Price of Bridge Common Stock Will Fluctuate.

Upon completion of the Merger, each share of Hamptons State Bank common stock will be converted into merger consideration consisting of 0.3434 of a share of Bridge common stock.  The market value of the merger consideration may vary from the closing price of Bridge common stock on the date it announced the Merger, on the date that this document was mailed to Hamptons State Bank shareholders, on the date of the special meeting of the Hamptons State Bank shareholders and on the date it completes the Merger and thereafter. Any change in the market price or exchange ratio of Bridge common stock prior to completion of the Merger will affect the amount of and the market value of the merger consideration that Hamptons State Bank shareholders will receive upon completion of the Merger. Accordingly, at the time of the special meeting, Hamptons State Bank shareholders will not know or be able to calculate with certainty the market value of the merger consideration they would receive upon completion of the Merger.  Stock price changes may result from a variety of factors, including general market and economic conditions, changes in its respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond Bridge’s control. You should obtain current market quotations for shares of Bridge common stock and for shares of Hamptons State Bank common stock before you vote.

Hamptons State Bank Shareholders Will Have a Reduced Ownership and Voting Interest After the Merger and Will Exercise Less Influence Over Management.

Hamptons State Bank’s shareholders currently have the right to vote in the election of the Hamptons State Bank board of directors and on other matters affecting Hamptons State Bank. When the Merger occurs, each Hamptons State Bank shareholder that receives shares of Bridge common stock will become a shareholder of Bridge with a percentage ownership of the combined organization that is much

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smaller than the shareholder’s percentage ownership of Hamptons State Bank. Because of this, Hamptons State Bank’s shareholders will have less influence on the management and policies of Bridge than they now have on the management and policies of Hamptons State Bank.

Termination of the Merger Agreement Could Negatively Impact Hamptons State Bank.

Bridge may terminate the Merger Agreement for the reasons set forth in the Merger Agreement. If the Merger Agreement is terminated, there may be various consequences including:

·     Hamptons State Bank’s businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger; and

·     the value of Hamptons State Bank common stock might decline to the extent that the current value reflects a market assumption that the Merger will be completed.

If the Merger Agreement is terminated and Hamptons State Bank’s board of directors seeks another merger or business combination, Hamptons State Bank shareholders cannot be certain that Hamptons State Bank will be able to find a party willing to pay an equivalent or more attractive price than the price Bridge has agreed to pay in the Merger.

The Opinion of Hamptons State Bank’s Financial Advisor Will Not Reflect Changes in Circumstances Between Signing the Merger Agreement and the Merger.

Hamptons State Bank’s financial advisor, Sandler O’Neill, rendered an opinion dated February 8, 2011, to the Hamptons State Bank board of directors, that, as of such date, and based upon and subject to the factors and assumptions set forth in its written opinion including, without limitation, that the exchange ratio would be 0.3434 of a share of Bridge common stock to be received in respect of each share of Hamptons State Bank common stock pursuant to the Merger Agreement was fair from a financial point of view to the holders of Hamptons State Bank common stock. Sandler O’Neill assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date thereof.

Changes in the operations and prospects of Bridge or Hamptons State Bank, general market and economic conditions and other factors on which Hamptons State Bank’s financial advisor’s opinion was based, may significantly alter the value of Bridge or Hamptons State Bank or the prices of shares of Bridge common stock or Hamptons State Bank common stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. The Hamptons State Bank board of directors’ recommendation that holders of Hamptons State Bank common stock vote “FOR” adoption of the Merger Agreement, however, is as of the date of this document. For a description of the opinion that Hamptons State Bank received from its financial advisor, please refer to “The Merger and the Merger Agreement — Fairness Opinion of Hamptons State Bank’s Financial Advisor.” For a description of the other factors considered by Hamptons State Bank’s board of directors in determining to approve the Merger, please refer to “The Merger and the Merger Agreement — Recommendation of the Hamptons State Bank Board of Directors and Reasons for the Merger.”

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The Merger Agreement Limits Hamptons State Bank’s Ability to Pursue Alternatives to the Merger.

The Merger Agreement contains “no shop” provisions that, subject to limited exceptions, limit Hamptons State Bank’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of Hamptons State Bank. In addition, Hamptons State Bank has agreed to pay Bridge a termination fee in the amount of $275,000 in the event that Hamptons State Bank terminates the Merger Agreement for certain reasons.  These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Hamptons State Bank from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Merger, or might result in a potential competing acquiror’s proposing to pay a lower per share price to acquire Hamptons State Bank than it might otherwise have proposed to pay. Hamptons State Bank can consider and participate in discussions and negotiations with respect to an alternative proposal so long as the Hamptons State Bank board of directors determines in good faith (after consultation with legal counsel) that failure to do so would be reasonably likely to result in a violation of its fiduciary duties to Hamptons State Bank shareholders under applicable law.

The Shares of Bridge Common Stock to be Received by Hamptons State Bank Shareholders as a Result of the Merger Will Have Different Rights From the Shares of Hamptons State Bank Common Stock.

Upon completion of the Merger, Hamptons State Bank shareholders will become Bridge shareholders and their rights as shareholders will be governed by the certificate of incorporation and bylaws of Bridge.  The rights associated with Hamptons State Bank common stock are different from the rights associated with Bridge common stock. Please see “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Bridge common stock.

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HAMPTONS STATE BANK SPECIAL MEETING OF SHAREHOLDERS

Hamptons State Bank is mailing this proxy statement-prospectus to you as a Hamptons State Bank shareholder on or about April 22, 2011.  With this document, Hamptons State Bank is sending you a notice of the Hamptons State Bank special meeting of shareholders and a form of proxy that is solicited by the Hamptons State Bank board of directors.  The special meeting will be held on May 24, 2011 at 4:00 p.m., local time, at the Bank’s headquarters at 243 Windmill Lane, Southampton, New York 11969.

Matter to be Considered

The sole purpose of the special meeting of shareholders is to vote on the adoption of the Agreement and Plan of Merger by and among Bridge Bancorp, Inc., The Bridgehampton Bank and Hamptons State Bank, dated as of February 8, 2011, by which Hamptons State Bank will be merged with and into Bridgehampton Bank.

You are also being asked to vote upon a proposal to adjourn or postpone the special meeting of shareholders.  Hamptons State Bank could use any adjournment or postponement for the purpose, among others, of allowing additional time to solicit proxies.

Proxy Card, Revocation of Proxy

You should vote by using the internet at the address shown on your proxy card, by telephone using the number on your proxy card or by completing and returning the proxy card accompanying this document to ensure that your vote is counted at the special meeting of shareholders, regardless of whether you plan to attend.  You can revoke your proxy at any time before the vote is taken at the special meeting by:

·     submitting written notice of revocation to Stanley J. Glinka, Corporate Secretary of Hamptons State Bank;

·     submitting a properly executed proxy bearing a later date before the special meeting of shareholders; or

·     voting in person at the special meeting of shareholders.  However, simply attending the special meeting without voting will not revoke an earlier proxy.

If your shares are held in street name, you should follow the instructions of your broker regarding revocation of proxies.

All shares represented by valid proxies and unrevoked proxies will be voted in accordance with the instructions on the proxy card.  If you sign your proxy card, but make no specification on the card as to how you want your shares voted, your proxy card will be voted “FOR” approval of the foregoing proposal.  The board of directors of Hamptons State Bank is presently unaware of any other matter that may be presented for action at the special meeting of shareholders.  If any other matter does properly come before the special meeting, the board of directors of Hamptons State Bank intends that shares represented by properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card.

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Solicitation of Proxies

The cost of solicitation of proxies will be borne by Hamptons State Bank. Hamptons State Bank will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock.  In addition to solicitations by mail, Hamptons State Bank’s directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Record Date

The close of business on April 15, 2011 has been fixed as the record date for determining the Hamptons State Bank shareholders entitled to receive notice of and to vote at the special meeting of shareholders.  At that time, 796,812 shares of Hamptons State Bank common stock were outstanding, and were held by approximately 300 holders of record.

Voting Rights, Quorum Requirements and Vote Required

The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Hamptons State Bank common stock entitled to vote is necessary to constitute a quorum at the special meeting of shareholders.  Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present but will not be counted as votes cast either for or against the Merger Agreement.

Adoption of the Merger Agreement requires the affirmative vote of the holders of two-thirds of the shares of Hamptons State Bank common stock issued and outstanding on the record date. Accordingly, a failure to vote or an abstention will have the same effect as a vote against the Merger Agreement.  As of the record date, the directors and executive officers of Hamptons State Bank beneficially owned 93,500 shares of Hamptons State Bank common stock entitled to vote at the special meeting of shareholders.  This represents approximately 11.73% of the total votes entitled to be cast at the special meeting.  These individuals have entered into voting agreements pursuant to which they have agreed to vote “FOR” adoption of the Merger Agreement.

Recommendation of the Board of Directors

The Hamptons State Bank board of directors has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement.  The board of directors of Hamptons State Bank believes that the Merger Agreement is fair to Hamptons State Bank shareholders and is in the best interest of Hamptons State Bank and its shareholders and recommends that you vote “FOR” the adoption of the Merger Agreement.  See “The Merger and the Merger Agreement—Recommendation of the Hamptons State Bank Board of Directors and Reasons for the Merger.”

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THE MERGER AND THE MERGER AGREEMENT

The description of the Merger and the Merger Agreement contained in this proxy statement-prospectus describes the material terms of the Merger Agreement; however, it does not purport to be complete.  It is qualified in its entirety by reference to the Merger Agreement.  Bridge has attached a copy of the Merger Agreement as Appendix A.

General

Pursuant to the Merger Agreement, Hamptons State Bank will merge into Bridgehampton Bank, with Bridgehampton Bank as the surviving entity.  Outstanding shares of Hamptons State Bank common stock will be converted into the right to receive shares of Bridge common stock.  Cash will be paid in lieu of any fractional share of Hamptons State Bank common stock.  See “Merger Consideration” below.  As a result of the Merger, the separate corporate existence of Hamptons State Bank will cease and Bridgehampton Bank will succeed to all the rights and be responsible for all the obligations of Hamptons State Bank.

The Parties

Bridge Bancorp, Inc.

The Bridgehampton National Bank

Bridge is a bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, The Bridgehampton National Bank.  Established in 1910, Bridgehampton Bank, with assets of approximately $1.0 billion, total deposits of approximately $917.0 million and stockholders’ equity of approximately $65.7 million, and a primary market area of the North and South Forks of Eastern Long Island, extending westward into Brookhaven and Babylon Towns, operates 19 retail branch locations.  Through this branch network and its electronic delivery channels, it provides deposit and loan products and financial services to local businesses, consumers and municipalities.  Title insurance services are offered through Bridgehampton Bank’s wholly owned subsidiary, Bridge Abstract.  Bridge Investment Services offers financial planning and investment consultation.

The principal executive office of Bridge is located at 2200 Montauk Highway, Bridgehampton, New York 11932 and the telephone number is (631) 537-1000.

Hamptons State Bank

Founded in 1997 and headquartered in Southampton, New York, Hamptons State Bank serves its customers through a single office and offers a variety of products for customers, businesses, and non-profit organizations. As of December 31, 2010, Hamptons’ total assets, deposits, and net loans were approximately $68 million, $57 million, and $40 million, respectively.  Hamptons’ principal executive office is located at 243 Windmill Lane, Southampton, New York 11969 and the telephone number is (631) 287-9500.

Merger Consideration

Under the terms of the Merger Agreement, each outstanding share of Hamptons State Bank common stock will convert into the right to receive 0.3434 share of Bridge common stock, subject to the adjustment mechanism described below.

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No fractional shares of Bridge will be issued in connection with the Merger.  Instead, Bridge will make a cash payment to each Hamptons State Bank shareholder who would otherwise receive a fractional share.  Each share of Hamptons State Bank common stock that is exchanged for common stock will be converted into the right to receive 0.3434 share of Bridge common stock.  Based upon the closing price of Bridge on April 15, 2011, each 0.3434 share of Bridge would have a value of $7.24.

It is also possible that the merger consideration may be adjusted prior to the effective date of the Merger as a result of certain decreases in the price of Bridge common stock. The Merger Agreement provides that (i) if the number obtained by dividing the average closing price of Bridge common stock during the twenty consecutive full trading days immediately preceding the first date on which all bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received (disregarding any waiting period) by $23.06 (the “Bridge Ratio”) is less than 0.85 and (ii) Bridge’s common stock has under-performed an index of Bridge peer financial institutions by more than 20% during the twenty day period after all bank regulatory approvals necessary for consummation of the Merger are received compared to a measurement period prior to the announcement of the Merger Agreement, then Hamptons State Bank may elect to terminate the Merger Agreement unless Bridge elects to increase the merger consideration.  See “The Merger and the Merger Agreement—Termination; Amendment; Waiver.”  If Hamptons State Bank elects to exercise its termination right as described above, it must give prompt written notice thereof to Bridge.  During the five-day period commencing with its receipt of such notice, Bridge shall have the option to increase the consideration to be received by the holders of Hamptons State Bank common stock by adjusting the exchange ratio to the following quotient at its sole discretion (i) a quotient, the numerator of which is equal to the product of the $23.06, 0.80 and the exchange ratio (as then in effect), and the denominator of which is equal to the average of the daily closing prices for shares of Bridge common stock for the twenty consecutive full trading days ending on the trading day immediately preceding the Determination Date and the number of obtained by dividing the product of the Index Ratio and the exchange ratio (as then in effect) by Bridge Ratio.  If Bridge elects, it shall give, within such five-day period, written notice to Hamptons State Bank of such election to revise the exchange ratio, whereupon no termination shall be deemed to have occurred and the Merger Agreement shall remain in full force and effect in accordance with its terms (except as the exchange ratio shall have been so modified).  Because the formula is dependent on the future price of Bridge’s common stock and that of the index group, it is not possible presently to determine what the adjusted merger consideration would be at this time, but, in general, more shares of Bridge common stock would be issued, to take into account the extent the average price of Bridge’s common stock exceeded the decline in the average price of the common stock of the index group.

Surrender of Stock Certificates

Bridge will deposit with the exchange agent the certificates representing Bridge’s common stock to be issued to Hamptons State Bank shareholders in exchange for Hamptons State Bank’s common stock.  Within five business days after the completion of the Merger, the exchange agent will mail to Hamptons State Bank shareholders a letter of transmittal, together with instructions for the exchange of their Hamptons State Bank stock certificates for the merger consideration.  Upon surrendering his or her certificate(s) representing shares of Hamptons State Bank’s common stock, together with the signed letter of transmittal, the Hamptons State Bank shareholder shall be entitled to receive, as applicable (i) certificate(s) representing a number of whole shares of Bridge common stock (if any) determined in accordance with the exchange ratio and (ii) a check representing the amount of cash in lieu of fractional shares, if any.  Until you surrender your Hamptons State Bank stock certificates for exchange after completion of the Merger, you will not be paid dividends or other distributions declared after the Merger with respect to any Bridge common stock into which your shares have been converted.  No interest will be paid or accrued to Hamptons State Bank shareholders on the cash in lieu of fractional shares or unpaid dividends and distributions, if any.  After the completion of the Merger, there will be no further transfers

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of Hamptons State Bank common stock.  Hamptons State Bank stock certificates presented for transfer will be canceled and exchanged for the merger consideration.

If your stock certificates have been lost, stolen or destroyed, you will have to prove your ownership of these certificates and that they were lost, stolen or destroyed before you submit an election form and before you receive any consideration for your shares.

If any certificate representing shares of Bridge’s common stock is to be issued in a name other than that in which the certificate for shares surrendered in exchange is registered, or cash is to be paid to a person other than the registered holder, it will be a condition of issuance or payment that the certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the person requesting the exchange either:

·     pay to the exchange agent in advance any transfer or other taxes required by reason of the issuance of a certificate or payment to a person other than the registered holder of the certificate surrendered, or

·     establish to the satisfaction of the exchange agent that the tax has been paid or is not payable.

Any portion of the purchase price made available to the exchange agent that remains unclaimed by Hamptons State Bank shareholders for twelve months after the effective time of the Merger will be returned to Bridge’s transfer agent.  Any Hamptons State Bank shareholder who has not exchanged shares of Hamptons State Bank’s common stock for the purchase price in accordance with the Merger Agreement before that time may look only to Bridge for payment of the purchase price for these shares and any unpaid dividends or distributions after that time.  Nonetheless, Bridge, Hamptons State Bank, the exchange agent or any other person will not be liable to any Hamptons State Bank shareholder for any amount properly delivered to a public official under applicable abandoned property, escheat or similar laws.

Background of the Merger

On February 8, 2011, the Board of Directors of Hamptons unanimously approved a Merger Agreement among Hamptons, Bridge, Bridgehampton Bank pursuant to which Hamptons will be merged with and into Bridgehampton Bank, subject to the approval of the Hamptons shareholders and the satisfaction of certain other conditions including the receipt of required regulatory approvals.  If the Merger Agreement is approved and the conditions are satisfied, on the effective date of the Merger each share of Hamptons common stock issued and outstanding immediately prior to the effective date of the Merger will be converted into the right to receive 0.3434 shares of Bridge common stock or, if a shareholder has properly exercised dissenters’ rights, the right to receive fair value for his, her or its shares.

Following the effective date of the Merger, the separate existence of Hamptons will cease.  The articles of association and by-laws of Bridgehampton Bank, as in effect immediately prior to the effective date of the Merger, will be the articles of association and by-laws of the surviving corporation in the Merger.  The directors of Bridgehampton Bank immediately prior to the effective date of the bank merger will be the directors of the surviving corporation in the bank merger, until their respective successors have been elected and qualified or otherwise in accordance with the articles of association and by-laws of Bridgehampton Bank.  The officers of Bridgehampton Bank duly elected and holding office immediately prior to the effective date will be the officers of the surviving corporation in the bank merger.

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Since Hamptons opened for business in 1998, its vision has been to create a community bank focused on customer and community service.  In recent years, however, as a result of regulatory changes, including increased compliance costs and potentially higher capital ratio requirements, difficult economic conditions and continued pressures on the banking industry, Hamptons has struggled to maintain consistent profitability and growth.  Hamptons’ effort to raise additional capital in the marketplace with an offering of its common stock toward the end of 2009 fell significantly short of its goal of $3,000,000, and at the price of $6.50 per share, resulted in additional capital of approximately $600,000.  The Board of Directors then began to seriously consider alternative strategies for the bank’s future.  Hamptons’ Board of Directors believes that the Merger with Bridge presents the best value to its shareholders.

Recommendation of the Hamptons State Bank Board of Directors and Reasons for the Merger

Hamptons’s board of directors has unanimously approved the Merger Agreement and unanimously recommends that Hamptons’ shareholders vote FOR approval of the Merger Agreement.

Hamptons’s board of directors has determined that the Merger is fair to, and in the best interests of, Hamptons and its shareholders.  In arriving at its determination, Hamptons’s board of directors considered a number of factors, including the following:

·     the board’s familiarity with and review of information concerning the business, results of operations, financial condition, competitive position and future prospects of Bridge;

·     the opportunity for Hamptons’ shareholders to have increased liquidity upon receipt of Bridge shares in exchange for their Hamptons shares, because Bridge shares trade on the Nasdaq Global Select Market under the symbol “BDGE”;

·     the opportunity for Hamptons’ shareholders to receive dividend payments on the shares of Bridge common stock that they receive following the Merger;

·     the current and prospective environment in which Hamptons operates, including national, regional and local economic conditions, the competitive and regulatory environment facing Hamptons in particular and banks and financial institutions generally (including additional compliance costs and potentially higher capital ratio thresholds), the trend toward consolidation in the financial services industry and the likely effect of the foregoing factors on Hamptons’s potential growth, development, productivity and profitability;

·     results that could be expected to be obtained by Hamptons if Hamptons continued to operate independently, and the likely benefits to shareholders of such course, as compared with the value of the Bridge common stock being offered by Bridge;

·     the ability of Bridge to receive the necessary regulatory approvals in a timely manner;

·     its assessment, based in part on discussions with its financial advisers, that it currently was unlikely that another acquirer had both the willingness and the financial capability to offer to acquire Hamptons at a value that was materially higher than that being offered by Bridge;

·     the terms and conditions of the Merger Agreement, including the parties’ respective representations, warranties, covenants and other agreements, the conditions to closing, the absence of a financing condition, a provision that permits Hamptons’s board of directors, in the exercise of its fiduciary duties, under certain conditions, to furnish information to, or engage in negotiations with, a third party that has submitted a bona fide unsolicited written proposal to acquire Hamptons, a provision providing for Hamptons’s

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payment of a termination fee to Bridge if the Merger Agreement is terminated under certain circumstances, and the effect such termination fee could have on a third party’s decision to propose a merger or similar transaction to Hamptons at a greater value than that contemplated by the Merger;

·     the effects of the Merger on Hamptons’s depositors and customers and the communities served by Hamptons, which was deemed to be favorable given that they would be served by a local community banking organization that had greater resources than Hamptons; and

·     the effects of the Merger on Hamptons’s employees, including the prospects for employment with a strong, growing organization such as Bridge and the severance and other benefits agreed to be provided by Bridge to employees whose employment was terminated in connection with the Merger.

The discussion and factors considered by Hamptons’s board of directors is not intended to be exhaustive, but includes all material factors considered.  In approving the Merger Agreement, Hamptons’s board of directors did not assign any specific or relative weights to any of the foregoing factors and individual directors may have weighted factors differently.

Fairness Opinion of Hamptons State Bank’s Financial Advisor

By letter dated September 27, 2010, Hamptons retained Sandler O’Neill to act as its financial advisor in connection with a sale of Hamptons to Bridgehampton Bank.  Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions.  In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor to Hamptons in connection with the proposed transaction and participated in certain of the negotiations leading to the execution of the Merger Agreement.  At the February 8, 2011 meeting at which Hamptons’ board considered and approved the Merger Agreement, subject to satisfactory resolution of certain outstanding issues, Sandler O’Neill delivered to the board its oral and written opinion, that, as of such date, the merger consideration was fair to the holders of Hamptons common stock from a financial point of view.  The full text of Sandler O’Neill’s opinion is attached as Appendix A to this proxy statement/prospectus.  The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion.  The description of the opinion set forth below is qualified in its entirety by reference to the opinion.  Hamptons’ shareholders are urged to read the entire opinion carefully in connection with their consideration of the proposed Merger.

Sandler O’Neill’s opinion speaks only as of the date of the opinion.  The opinion was directed to Hamptons’ board and is directed only to the fairness of the merger consideration to Hamptons’ shareholders from a financial point of view.  It does not address the underlying business decision of Hamptons to engage in the Merger or any other aspect of the Merger and is not a recommendation to any Hamptons’ shareholder as to how such shareholder should vote at the special meeting with respect to the Merger or any other matter.

In connection with rendering its opinion on February 8, 2011, Sandler O’Neill reviewed and considered, among other things:

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(i)                                   the Merger Agreement;

(ii)                                certain publicly available financial statements and other historical financial information of Hamptons that Sandler O’Neill deemed relevant;

(iii)                             certain publicly available financial statements and other historical financial information of Bridge that Sandler O’Neill deemed relevant;

(iv)                            internal financial projections for Hamptons Bank for the years ending December 31, 2011 and 2012 as provided by senior management of Hamptons and estimated growth and income rates for the years thereafter as discussed with senior management of Hamptons;

(v)                               internal financial projections for Bridge for the years ending December 31, 2011 through 2014 as provided by senior management of Bridge;

(vi)                            the pro forma financial impact of the Merger on Bridge, based on assumptions relating to transaction expenses, purchase accounting adjustments and cost savings determined by the senior management of Bridge;

(vii)                         the publicly reported historical price and trading activity for Hamptons’ and Bridge’s common stock, including a comparison of certain financial and stock market information for Hamptons State and Bridge and similar publicly available information for certain other companies the securities of which are publicly traded;

(viii)                      the financial terms of certain recent business combinations in the commercial banking industry, to the extent publicly available;

(ix)                            the current market environment generally and the banking environment in particular; and

(x)                               such other information, financial studies, analyses and investigations and financial, economic and market criteria as Sandler O’Neill considered relevant.  Sandler O’Neill also discussed with certain members of senior management of Hamptons the business, financial condition, results of operations and prospects of Hamptons and held similar discussions with certain members of senior management of Bridge regarding the business, financial condition, results of operations and prospects of Bridge.

Sandler O’Neill also discussed with certain members of senior management of Hamptons the business, financial condition, results of operations and prospects of Hamptons.

In performing its review, Sandler O’Neill relied upon the accuracy and completeness of all of the financial and other information that was available to us from public sources or that was provided to Sandler O’Neill by Hamptons and Bridge or their respective representatives and have assumed such accuracy and completeness for purposes of rendering this opinion.  Sandler O’Neill further relied on the assurances of management of Hamptons and Bridge that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading.  Sandler O’Neill has not been asked to and has not undertaken an independent verification of any of such information and Sandler O’Neill does not assume any responsibility or liability for the accuracy or completeness thereof.  Sandler O’Neill did not make an independent evaluation or appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Hamptons and Bridge or any of their subsidiaries, or the collectibility of any such assets, nor has Sandler O’Neill been furnished with any such evaluations or appraisals. Sandler O’Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of Hamptons and Bridge nor has Sandler O’Neill reviewed any individual credit files relating to Hamptons and Bridge.  Sandler O’Neill assumed, with your consent, that the respective allowances for loan losses for both Hamptons and Bridge are adequate to cover such losses.

With respect to the internal financial projections as provided by and discussed with the respective managements of Hamptons and Bridge and in each case as used by it in Sandler O’Neill’s analyses, Hamptons’ and Bridge’s respective management confirmed to us that they reflected the best currently available estimates and judgments of such management of the respective future financial performances of Hamptons and Bridge, and Sandler O’Neill assumed that such performances would be achieved.  With

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respect to the projections of transaction expenses, purchase accounting adjustments and cost savings determined by and reviewed with the senior management of Bridge, such management confirmed to us that they reflected the best currently available estimates and judgments of such management and Sandler O’Neill assumed that such performances would be achieved.  Sandler O’Neill expresses no opinion as to such financial projections, growth rates or the assumptions on which they are based.  Sandler O’Neill has also assumed that there has been no material change in Hamptons’ and Bridge’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Sandler O’Neill.  Sandler O’Neill assumed in all respects material to its analysis that Hamptons and Bridge will remain as going concerns for all periods relevant to its analyses, that all of the representations and warranties contained in the Agreement and all related agreements are true and correct, that each party to the agreements will perform all of the covenants required to be performed by such party under the agreements, that the conditions precedent in the agreements are not waived.  Sandler O’Neill did not provide Hamptons with any legal, accounting or tax advice relating to the Merger and the other transactions contemplated by the Agreement.

Sandler O’Neill’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date thereof.  Events occurring after the date hereof could materially affect this opinion.  Sandler O’Neill has not undertaken to update, revise, reaffirm or withdraw this opinion or otherwise comment upon events occurring after the date thereof.  Sandler O’Neill is expressing no opinion herein as to what the value of Bridge’s common stock will be when issued to Hamptons’ shareholders pursuant to the Agreement or the prices at which Hamptons’ and Bridge’s common stock may trade at any time.

In rendering its February 8, 2011 opinion, Sandler O’Neill performed a variety of financial analyses.  The following is a summary of the material analyses performed by Sandler O’Neill, but is not a complete description of all the analyses underlying Sandler O’Neill’s opinion.  The summary includes information presented in tabular format.  In order to fully understand the financial analyses, these tables must be read together with the accompanying text.  The tables alone do not constitute a complete description of the financial analyses.  The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O’Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion.  Also, no company included in Sandler O’Neill’s comparative analyses described below is identical to Hamptons or Bridge and no transaction is identical to the Merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Hamptons and Bridge and the companies to which they are being compared.

In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Hamptons, Bridge and Sandler O’Neill.  The analysis performed by Sandler O’Neill is not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses.  Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Hamptons’ board at the board’s February 8, 2011 meeting.  Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold.  Such estimates are inherently subject to uncertainty and actual values may be materially different. 

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Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of Hamptons’ common stock or the prices at which Hamptons’ common stock may be sold at any time.  The combined analysis of Sandler O’Neill and the opinions provided by each were among a number of factors taken into consideration by Hamptons’ board in making its determination to adopt the plan of merger contained in the Merger Agreement and the analyses described below should not be viewed as determinative of the decision of Hamptons’ board or management with respect to the fairness of the Merger.

At the February 8, 2011 meeting of Hamptons’ board of directors, Sandler O’Neill presented certain financial analyses of the Merger.  The summary below is not a complete description of the analyses underlying the opinions of Sandler O’Neill or the presentation made by Sandler O’Neill to Hamptons’ board, but is instead a summary of the material analyses performed and presented in connection with the opinion.

In arriving at its opinion Sandler O’Neill did not attribute any particular weight to any analysis or factor that Sandler O’Neill considered.  Rather Sandler O’Neill made qualitative judgments as to the significance and relevance of each analysis and factor.  The financial analyses summarized below include information presented in tabular format.  Sandler O’Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support their respective opinions; rather Sandler O’Neill made its determination as to the fairness of the per share consideration on the basis of their experience and professional judgment after considering the results of all their analyses taken as a whole.  Accordingly, Sandler O’Neill believes that the analysis and the summary of the analysis must be considered as a whole and that selecting portions of the analysis and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying their analyses and opinions.  The tables alone do not constitute complete descriptions of the financial analyses presented in such tables.

Summary of Proposal.  Sandler O’Neill reviewed the financial terms of the proposed transaction. Using an exchange ratio of 0.3434 shares of Bridge’s common stock for every one share of Hamptons common stock, Sandler O’Neill calculated an aggregate transaction value of $6.3 million as of Bridge’s closing stock price on February 4, 2011 of $22.90. Based upon financial information as or for the twelve month period ended December 31, 2010, Sandler O’Neill calculated the following transaction ratios:

Hamptons - Comparable Company Analysis.  Sandler O’Neill used publicly available information to perform a comparison of selected financial for Hamptons.

Sandler O’Neill also used publicly available information to compare selected financial information for Hamptons and a group of financial institutions selected by Sandler O’Neill. Hamptons’ peer group consisted of publicly traded commercial banks in the Mid-Atlantic (New York, Pennsylvania, Maryland, New Jersey and Delaware) with assets between $50 million and $150 billion:

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The analysis compared publicly available financial information for Hamptons and the high, low, mean and median financial and market trading data for Hamptons peer group as of or for the twelve-month period ended December 31, 2010. The table below sets forth the data for Hamptons and the median data for Hamptons peer group as of or for the twelve-month period ended December 31, 2010, with pricing data as of February 4, 2011.