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EXHIBIT 4.1




BRIDGE BANCORP, INC.




AND




WILMINGTON TRUST COMPANY,

AS INDENTURE TRUSTEE




INDENTURE




8.50% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2039




DATED AS OF OCTOBER 23, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I — DEFINITIONS
	 	 	2	 
	Section 1.1 Definitions of Terms
	 	 	2	 
	ARTICLE II — ISSUE, DESCRIPTION, TERMS, CONDITIONS REGISTRATION AND EXCHANGE OF THE
DEBENTURES
	 	 	10	 
	Section 2.1 Designation and Principal Amount
	 	 	10	 
	Section 2.2 Maturity
	 	 	11	 
	Section 2.3 Form And Payment
	 	 	11	 
	Section 2.4 [Reserved]
	 	 	11	 
	Section 2.5 Interest
	 	 	12	 
	Section 2.6 Execution and Authentications
	 	 	12	 
	Section 2.7 Registration of Transfer and Exchange
	 	 	13	 
	Section 2.8 Temporary Debentures
	 	 	14	 
	Section 2.9 Mutilated, Destroyed, Lost or Stolen Debentures
	 	 	15	 
	Section 2.10 Cancellation
	 	 	15	 
	Section 2.11 Benefit of Indenture
	 	 	16	 
	Section 2.12 Authenticating Agent
	 	 	16	 
	ARTICLE III — REDEMPTION OF DEBENTURES
	 	 	17	 
	Section 3.1 Redemption
	 	 	17	 
	Section 3.2 Special Event Redemption
	 	 	17	 
	Section 3.3 Optional Redemption by Company
	 	 	17	 
	Section 3.4 Notice of Redemption
	 	 	18	 
	Section 3.5 Payment Upon Redemption
	 	 	19	 
	Section 3.6 No Sinking Fund
	 	 	20	 
	ARTICLE IV — CONVERSION OF DEBENTURES
	 	 	20	 
	Section 4.1 Conversion Rights
	 	 	20	 
	Section 4.2 Conversion Procedures
	 	 	20	 
	Section 4.3 Conversion Ratio Adjustments
	 	 	22	 
	Section 4.4 Reclassification, Consolidation, Merger Or Sale Of Assets
	 	 	26	 
	Section 4.5 Notice of Adjustments of Conversion Ratio
	 	 	27	 
	Section 4.6 Prior Notice of Certain Events
	 	 	27	 
	Section 4.7 Certain Defined Terms
	 	 	28	 
	Section 4.8 Dividend Or Interest Reinvestment Plans
	 	 	28	 
	Section 4.9 Certain Additional Rights
	 	 	29	 
	Section 4.10 Trustee Not Responsible for Determining Conversion Ratio
or Adjustments
	 	 	29	 
	ARTICLE V — EXTENSION OF INTEREST PAYMENT PERIOD
	 	 	30	 
	Section 5.1 Extension of Interest Payment Period
	 	 	30	 
	Section 5.2 Notice of Extension
	 	 	30	 
	Section 5.3 Limitation on Transactions
	 	 	31	 
	ARTICLE VI — PARTICULAR COVENANTS OF THE COMPANY
	 	 	31	 
	Section 6.1 Payment of Principal and Interest
	 	 	31	 
	Section 6.2 Maintenance of Agency
	 	 	32	 
	Section 6.3 Paying Agents
	 	 	32	 
	Section 6.4 Appointment to Fill Vacancy in Office of Trustee
	 	 	33	 






 









 






	 	 	 	 	 
	Section 6.5 Compliance with Consolidation Provisions
	 	 	33	 
	Section 6.6 Limitation on Transactions
	 	 	33	 
	Section 6.7 Covenants as to the Trust
	 	 	34	 
	Section 6.8 Covenants as to Purchases
	 	 	34	 
	Section 6.9 Waiver of Usury, Stay or Extension Laws
	 	 	35	 
	ARTICLE VII — DEBENTUREHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 	 	35	 
	Section 7.1 Company to Furnish Trustee Names and Addresses of
Debentureholders
	 	 	35	 
	Section 7.2 Preservation of Information Communications with
Debentureholders
	 	 	35	 
	Section 7.3 Reports by the Company
	 	 	36	 
	Section 7.4 [Reserved]
	 	 	36	 
	ARTICLE VIII — REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT
	 	 	36	 
	Section 8.1 Events of Default
	 	 	36	 
	Section 8.2 Collection of Indebtedness and Suits for Enforcement by
Trustee
	 	 	38	 
	Section 8.3 Application of Moneys Collected
	 	 	39	 
	Section 8.4 Limitation on Suits
	 	 	40	 
	Section 8.5 Rights and Remedies Cumulative; Delay or Omission Not
Waiver
	 	 	40	 
	Section 8.6 Control by Debentureholders
	 	 	41	 
	Section 8.7 Undertaking to Pay Costs
	 	 	41	 
	Section 8.8 Direct Action; Right of Set-Off
	 	 	42	 
	ARTICLE IX — FORM OF DEBENTURE AND ORIGINAL ISSUE
	 	 	42	 
	Section 9.1 Form of Debenture
	 	 	42	 
	Section 9.2 Original and Ongoing Issue of Debentures
	 	 	42	 
	ARTICLE X — CONCERNING THE TRUSTEE
	 	 	43	 
	Section 10.1 Certain Duties and Responsibilities of the Trustee
	 	 	43	 
	Section 10.2 Notice of Defaults
	 	 	44	 
	Section 10.3 Certain Rights of Trustee
	 	 	44	 
	Section 10.4 Trustee Not Responsible for Recitals, Etc.
	 	 	46	 
	Section 10.5 May Hold Debentures
	 	 	46	 
	Section 10.6 Moneys Held in Trust
	 	 	47	 
	Section 10.7 Compensation and Reimbursement
	 	 	47	 
	Section 10.8 Reliance on Officers’ Certificate
	 	 	48	 
	Section 10.9 Disqualification: Conflicting Interests
	 	 	48	 
	Section 10.10 Corporate Trustee Required; Eligibility
	 	 	48	 
	Section 10.11 Resignation and Removal; Appointment of Successor
	 	 	48	 
	Section 10.12 Acceptance of Appointment by Successor
	 	 	50	 
	Section 10.14 Preferential Collection of Claims Against the Company
	 	 	51	 
	ARTICLE XI — CONCERNING THE DEBENTUREHOLDERS
	 	 	51	 
	Section 11.1 Evidence of Action by Holders
	 	 	51	 
	Section 11.2 Proof of Execution by Debentureholders
	 	 	52	 
	Section 11.3 Who May Be Deemed Owners
	 	 	52	 
	Section 11.4 Certain Debentures Owned by Company Disregarded
	 	 	52	 
	Section 11.5 Actions Binding on Future Debentureholders
	 	 	53	 






 









 






	 	 	 	 	 
	ARTICLE XII — SUPPLEMENTAL INDENTURES
	 	 	53	 
	Section 12.1 Supplemental Indentures without the Consent of
Debentureholders
	 	 	53	 
	Section 12.2 Supplemental Indentures with Consent of Debentureholders
	 	 	54	 
	Section 12.3 Effect of Supplemental Indentures
	 	 	55	 
	Section 12.4 Debentures Affected by Supplemental Indentures
	 	 	55	 
	Section 12.5 Execution of Supplemental Indentures
	 	 	55	 
	ARTICLE XIII — SUCCESSOR CORPORATION
	 	 	56	 
	Section 13.1 Company May Consolidate, Etc.
	 	 	56	 
	Section 13.2 Successor Corporation Substituted
	 	 	56	 
	Section 13.3 Evidence of Consolidation, Etc. to Trustee
	 	 	57	 
	ARTICLE XIV — SATISFACTION AND DISCHARGE
	 	 	57	 
	Section 14.1 Satisfaction and Discharge of Indenture
	 	 	57	 
	Section 14.2 Discharge of Obligations
	 	 	58	 
	Section 14.3 Deposited Moneys to be Held in Trust
	 	 	58	 
	Section 14.4 Payment of Monies Held by Paying Agents
	 	 	58	 
	Section 14.5 Repayment to Company
	 	 	58	 
	ARTICLE XV — IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	59	 
	Section 15.1 No Recourse
	 	 	59	 
	ARTICLE XVI — MISCELLANEOUS PROVISIONS
	 	 	59	 
	Section 16.1 Effect on Successors and Assigns
	 	 	59	 
	Section 16.2 Actions by Successor
	 	 	59	 
	Section 16.3 Surrender of Company Powers
	 	 	59	 
	Section 16.4 Notices
	 	 	60	 
	Section 16.5 Governing Law
	 	 	60	 
	Section 16.6 Treatment of Debentures as Debt
	 	 	60	 
	Section 16.7 Compliance Certificates and Opinions
	 	 	60	 
	Section 16.8 Payments on Business Days
	 	 	61	 
	Section 16.9 Conflict with Trust Indenture Act
	 	 	61	 
	Section 16.10 Counterparts
	 	 	61	 
	Section 16.11 Separability
	 	 	61	 
	Section 16.12 Assignment
	 	 	61	 
	Section 16.13 Acknowledgment of Rights
	 	 	62	 
	ARTICLE XVII — SUBORDINATION OF DEBENTURES
	 	 	62	 
	Section 17.1 Agreement to Subordinate
	 	 	62	 
	Section 17.2 Default on Senior Debt, Subordinated Debt or Additional
Senior Obligations
	 	 	62	 
	Section 17.3 Liquidation; Dissolution; Bankruptcy
	 	 	63	 
	Section 17.4 Subrogation
	 	 	64	 
	Section 17.5 Trustee to Effectuate Subordination
	 	 	65	 
	Section 17.6 Notice by the Company
	 	 	65	 
	Section 17.7 Rights of the Trustee; Holders of Senior Indebtedness
	 	 	66	 
	Section 17.8 Subordination May Not Be Impaired
	 	 	66	 
	FORM OF DEBENTURE
	 	 	A-1	 







 











 





INDENTURE




     INDENTURE, dated as of October 23, 2009, between BRIDGE BANCORP, INC., a New York corporation
(the Company) and WILMINGTON TRUST COMPANY, a banking corporation duly organized and existing under
the laws of the State of Delaware, as trustee (the “Indenture Trustee”);



RECITALS




     WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of securities to be known as its 8.50%
Convertible Subordinated Debentures due 2039 (hereinafter referred to as the “Debentures”), the
form and substance of such Debentures and the terms, provisions and conditions thereof to be set
forth as provided in this Indenture;



     WHEREAS, Bridge Statutory Capital Trust II, a Delaware statutory trust (the Trust), has
offered to certain accredited investors (as such term is defined in Rule 501(a) under the
Securities Act) up to $15,000,000 aggregate liquidation amount of its Preferred Securities (as
defined herein) and in connection therewith proposes to invest the proceeds from such offering,
together with the proceeds of the issuance and sale by the Trust to the Company of $1,500 aggregate
liquidation amount of its Common Securities (as defined herein), in up to $15,001,500 aggregate
principal amount of the Debentures;



     WHEREAS, the Company has requested that the Trustee execute and deliver this Indenture;



     WHEREAS, all requirements necessary to make this Indenture a valid instrument in accordance
with its terms, and to make the Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been performed, and the
execution and delivery of this Indenture have been duly authorized in all respects;



     WHEREAS, to provide the terms and conditions upon which the Debentures are to be
authenticated, issued and delivered, the Company has duly authorized the execution of this
Indenture; and



     WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.



     NOW, THEREFORE, in consideration of the premises and the purchase of the Debentures by the
holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit
of the holders of the Debentures:



1









 





ARTICLE I — DEFINITIONS




Section 1.1 Definitions of Terms.




     The terms defined in this Section 1.1 (except as in this Indenture otherwise expressly
provided) for all purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.1 and shall include the plural as well as the
singular. All other terms used in this Indenture that are defined in the Trust Indenture Act, or
that are by reference in the Trust Indenture Act defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date
of the execution of this instrument. All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with Generally Accepted Accounting
Principles.



     “Accelerated Maturity Date” means if the Company elects to accelerate the Maturity Date in
accordance with Section 2.2(c), the date selected by the Company, which is prior to the Scheduled
Maturity Date, but is after September 30, 2014.



     “Additional Interest” shall have the meaning set forth in Section 2.5(c).



     “Additional Senior Obligations” means all indebtedness of the Company whether incurred on or
prior to the date of this Indenture or thereafter incurred, for claims in respect of derivative
products such as interest and foreign exchange rate contracts, commodity contracts and similar
arrangements; provided, however, that Additional Senior Obligations does not include claims in
respect of Senior Debt or Subordinated Debt or obligations which, by their terms, are expressly
stated to be not superior in right of payment to the Debentures or to rank pari passu in right of
payment with the Debentures. For purposes of this definition, claim shall have the meaning assigned
thereto in Section 101(4) of the United States Bankruptcy Code of 1978, as amended.



     “Administrative Trustees” shall have the meaning set forth in the Trust Agreement.



     “Affiliate” means, with respect to a specified Person, (a) any Person directly or indirectly
owning, controlling or holding with power to vote 10% or more of the outstanding voting securities
or other ownership interests of the specified Person; (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person directly or
indirectly controlling, controlled by, or under common control with the specified Person; (d) a
partnership in which the specified Person is a general partner; (e) any officer or director of the
specified Person; and (f) if the specified Person is an individual, any entity of which the
specified Person is an officer, director or general partner.



     “Authenticating Agent” means an authenticating agent with respect to the Debentures appointed
by the Trustee pursuant to Section 2.12.



2









 





     “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief
of debtors.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Company’s Board of Directors, or such
committee of the Board of Directors or of officers of the Company to which authority to act on
behalf of the Board of Directors has been lawfully delegated, and to be in full force and effect on
the date of such certification.



     “Business Day” means, with respect to the Debentures, any day other than a Saturday or a
Sunday or a day on which federal or state banking institutions in the State of New York are
authorized or required by law, executive order or regulation to close, or a day on which the
Corporate Trust Office of the Indenture Trustee or the Property Trustee is closed for business.



     “Capital Treatment Event” means the receipt by the Company and the Trust of an Opinion of
Counsel, rendered by a law firm having a recognized national bank regulatory practice, to the
effect that, as a result of any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any political
subdivision thereof or therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after the date of
issuance of the Preferred Securities under the Trust Agreement, there is more than an insubstantial
risk of impairment of the Company’s ability to treat the Preferred Securities (or any substantial
portion thereof) as Tier 1 capital (or the then equivalent thereof), for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Company;
provided, however, that the Trust or the Company shall have requested and received such an Opinion
of Counsel with regard to such matters within a reasonable period of time after the Trust or the
Company shall have become aware of the possible occurrence of any such event; provided, however,
that the inability of the Company to treat all or any portion of the Liquidation Amount of the
Preferred Securities as Tier 1 Capital shall not constitute the basis for a Capital Treatment Event
if such inability results from the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the Federal Reserve now
or may hereafter accord Tier 1 Capital treatment in excess of the amount which may qualify for
treatment as Tier 1 Capital under applicable capital adequacy guidelines of the Federal Reserve;
provided, further, however, that the distribution of Debentures in connection with the dissolution
of the Trust shall not in and of itself constitute a Capital Treatment Event.



     “Change in 1940 Act Law” shall have the meaning set forth in the definition of Investment
Company Event.



     “Closing Price” shall have the meaning set forth in Section 4.7



     “Commission” means the Securities and Exchange Commission.



3









 





     “Common Securities” means undivided beneficial interests in the assets of the Trust which rank
pari passu with the Preferred Securities; provided, however, that upon the occurrence of an Event
of Default, the rights of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of
Preferred Securities.



     “Common Stock” means the common stock, par value $0.01 per share, of the Company.



     “Company” means Bridge Bancorp, Inc., a corporation duly organized and existing under the laws
of the State of New York, and, subject to the provisions of Article XIII, shall also include its
successors and assigns.



     “Compounded Interest” shall have the meaning set forth in Section 5.1.



     “Conversion Agent” means the Person appointed to act on behalf of the holders of the Preferred
Securities in effecting the conversion of Preferred Securities to Debentures and Debentures to
Common Stock as and in the manner set forth in the Trust Agreement and this Indenture, which shall
initially be Wilmington Trust Company.



     “Conversion Price” means $31.00.



     “Conversion Ratio” has the meaning set forth in Section 4.1.



     “Conversion Request” means (a) the irrevocable request to be given by a Debenture holder to
the Conversion Agent directing the Conversion Agent to convert the Debentures into shares of Common
Stock, and (b) the irrevocable request to be given by a holder of Preferred Securities to the
Conversion Agent directing the Conversion Agent to exchange such stock on behalf of such holder.



     “Corporate Trust Office” means the office of the Indenture Trustee and the Property Trustee at
which, at any particular time, such trustee’s corporate trust business shall be principally
administered, which office at the date hereof is located at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration.



     “Coupon Rate” shall have the meaning set forth in Section 2.5.



     “Current Market Price” has the meaning set forth in Section 4.3(f).



     “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any
Bankruptcy Law.



     “Debentures” shall have the meaning set forth in the Recitals hereto.



     “Debenture holder”, “holder of Debentures”, “registered holder”, or other similar term, means
the Person or Persons in whose name or names a particular Debenture shall be registered



4









 







on the books of the Company or the Indenture Trustee kept for that purpose in accordance with
the terms of this Indenture.



     “Debenture Issue Date” shall mean, with respect to each Debenture, the date on which such
Debenture was issued by the Company to the Trust or to the Debenture holder thereof.



     “Debenture Register” shall have the meaning set forth in Section 2.7(b).



     “Debenture Registrar” shall have the meaning set forth in Section 2.7(b).



     “Debt” means with respect to any Person, whether recourse is to all or a portion of the assets
of such Person and whether or not contingent, (i) every obligation of such Person for money
borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters
of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv)
every obligation of such Person issued or assumed as the deferred purchase price of property or
services (but excluding trade accounts payable or accrued liabilities arising in the ordinary
course of business); (v) every capital lease obligation of such Person; and (vi) and every
obligation of the type referred to in clauses (i) through (v) of another Person and all dividends
of another Person the payment of which, in either case, such Person has guaranteed or is
responsible or liable for directly or indirectly, as obligor or otherwise.



     “Default” means any event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default.



     “Deferred Interest” shall have the meaning set forth in Section 5.1.



     “Direct Action” shall have the meaning set forth in Section 8.8.



     “Dissolution Event” means that as a result of the occurrence and continuation of a Special
Event, the Trust is to be dissolved in accordance with the Trust Agreement and the Debentures held
by the Property Trustee are to be distributed to the holders of the Trust Securities issued by the
Trust pro rata in accordance with the Trust Agreement.



     “Event of Default” means, with respect to the Debentures, any event specified in Section 8.1,
which has continued for the period of time, if any, and after the giving of the notice, if any,
therein designated.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Extended Interest Payment Period” shall have the meaning set forth in Section 5.1.



     “Federal Reserve” means the Board of Governors of the Federal Reserve System.



5









 





     “Generally Accepted Accounting Principles” means such accounting principles as are generally
accepted at the time of any computation required hereunder as promulgated by the Financial
Accounting Standards Board.



     “Governmental Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged; or (ii)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America that, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any
such Governmental Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of such depositary
receipt; provided, however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such depositary receipt.



     “Herein”, “hereof”, and “hereunder”, and other words of similar import, refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into in accordance
with the terms hereof.



     “Interest Payment Date”, when used with respect to any installment of interest on the
Debentures, shall have the meaning set forth in Section 2.5 or in an indenture supplemental hereto
with respect to the Debentures as the fixed date on which an installment of interest with respect
to the Debentures is due and payable.



     “Investment Company Act”, means the Investment Company Act of 1940.



     “Investment Company Event” means the receipt by the Trust and the Company of an Opinion of
Counsel, rendered by a law firm having a recognized national tax and securities law practice, to
the effect that, as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a “Change in 1940 Act Law”), the Trust is or shall be considered an
investment company that is required to be registered under the Investment Company Act, which Change
in 1940 Act Law becomes effective on or after the date of original issuance of the Preferred
Securities under the Trust Agreement; provided, however, that the Trust or the Company shall have
requested and received such an Opinion of Counsel with regard to such matters within a reasonable
period of time after the Trust or the Company shall have become aware of the possible occurrence of
any such event.



6









 





     “Maturity Date” means the date described in Section 2.2 on which the Debentures mature and on
which the principal shall be due and payable together with all accrued and unpaid interest thereon
including Compounded Interest and Additional Interest, if any.



     “Ministerial Action” shall have the meaning set forth in Section 3.2.



     “Officers’ Certificate” means a certificate signed by the President or an Executive Vice
President and by the Chief Financial Officer or the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such certificate shall include the statements provided for in Section
16.7, if and to the extent required by the provisions thereof.



     “Opinion of Counsel” means an opinion in writing of independent, outside legal counsel for the
Company that is delivered to the Indenture Trustee and the Company in accordance with the terms
hereof. Each such opinion shall include the statements provided for in Section 16.7, if and to the
extent required by the provisions thereof.



     “Outstanding”, when used in reference to the Debentures, means, subject to the provisions of
Section 11.4, as of any particular time, all Debentures theretofore authenticated and delivered by
the Indenture Trustee under this Indenture, except (a) Debentures theretofore canceled by the
Trustee or any paying agent, or delivered to the Indenture Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Debentures or portions thereof for the
payment or redemption of which moneys or Governmental Obligations in the necessary amount shall
have been deposited in trust with the Indenture Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall
act as its own paying agent); provided, however, that if such Debentures or portions of such
Debentures are to be redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article III provided, or provision satisfactory to the Indenture Trustee shall
have been made for giving such notice; and (c) Debentures in lieu of or in substitution for which
other Debentures shall have been authenticated and delivered pursuant to the terms of Section 2.7;
provided, however, that in determining whether the holders of the requisite percentage of
Debentures have given any request, notice, consent or waiver hereunder, Debentures held by the
Company shall not be included; provided, further, that the Indenture Trustee shall be protected in
relying upon any request, notice, consent or waiver unless a Responsible Officer of the Indenture
Trustee shall have actual knowledge that the holder of such Debenture is the Company or an
Affiliate thereof.



     “Person” means any individual, corporation, partnership, joint-venture, joint-stock company,
limited liability company or corporation, trust, unincorporated organization or government or any
agency or political subdivision thereof.



     “Predecessor Debenture” means every previous Debenture evidencing all or a portion of the same
debt as that evidenced by such particular Debenture; and, for the purposes of this definition, any
Debenture authenticated and delivered under Section 2.9 in lieu of a mutilated, lost, destroyed or
stolen Debenture shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Debenture.



7









 





     “Preferred Securities” means the 8.50% Cumulative Convertible Trust Preferred Securities
representing undivided beneficial interests in the assets of the Trust which rank pari passu with
Common Securities issued by the Trust; provided, however, that upon the occurrence of an Event of
Default, the rights of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of
Preferred Securities.



     “Preferred Securities Guarantee” means any guarantee that the Company may enter into with the
Trustee or other Persons that operates directly or indirectly for the benefit of holders of
Preferred Securities.



     “Property Trustee” has the meaning set forth in the Trust Agreement.



     “Redemption Price” shall have the meaning set forth in Section 3.2.



     “Responsible Officer” when used with respect to the Indenture Trustee means any officer within
the corporate trust department of the Indenture Trustee with direct responsibility for the
administration of this Indenture, including any managing director, director, vice president, any
assistant vice president, associate, any assistant secretary, assistant treasurer or any other
officer of the Trustee who customarily performs functions similar to those performed by the Persons
who at the time shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.



     “Scheduled Maturity Date” means December 31, 2039.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Senior Debt” means the principal of (and premium, if any) and interest, if any (including
interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Company whether or not such claim for post-petition interest is allowed in such
proceeding), on Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same
is outstanding, it is provided that such obligations are not superior in right of payment to the
Debentures or to other Debt which is pari passu with, or subordinated to, the Debentures, provided,
however, that Senior Debt shall not be deemed to include (i) any Debt of the Company which when
incurred and without respect to any election under section 1111(b) of the United States Bankruptcy
Code of 1978, as amended, was without recourse to the Company; (ii) any Debt of the Company owed to
any of its subsidiaries; (iii) Debt owed to any employee of the Company; (iv) Debt which by its
terms is subordinated to trade accounts payable or accrued liabilities arising in the ordinary
course of business to the extent that payments made to the holders of such Debt by the holders of
the Debentures as a result of the subordination provisions of this Indenture would be greater than
they otherwise would have been as a result of any obligation of such holders to pay amounts over to
the obligees on such trade accounts payable or



8









 







accrued liabilities arising in the ordinary course of business as a result of subordination
provisions to which such Debt is subject; and (v) Debt which constitutes Subordinated Debt.



     “Senior Indebtedness” shall have the meaning set forth in Section 17.1.



     “Special Event” means a Tax Event, an Investment Company Event or a Capital Treatment Event.



     “Subordinated Debt” means the principal of (and premium, if any) and interest, if any
(including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not such claim for post-petition interest is
allowed in such proceeding), on Debt, whether incurred on or prior to the date of this Indenture or
thereafter incurred, which is by its terms expressly provided to be junior and subordinate to
Senior Debt of the Company and on any Debt of the Company under debt securities (and guarantees in
respect of these debt securities) initially issued to any trust, or any trustee or trustees of a
trust, partnership or other entity affiliated with the Company that is, directly or indirectly, a
financing vehicle of the Company in connection with the issuance by that entity of preferred
securities or other securities which are intended to qualify for Tier 1 capital treatment, unless
those debt securities are by their terms convertible into Common Stock of the Company; provided,
however, that Subordinated Debt will not be deemed to include (i) any Debt of the Company which
when incurred and without respect to any election under section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to the Company, (ii) any Debt of the
Company owed to any of its subsidiaries, (iii) any Debt owed to any employee of the Company, (iv)
any Debt which by its terms is subordinated to trade accounts payable or accrued liabilities
arising in the ordinary course of business to the extent that payments made to the holders of such
Debt by the holders of the Subordinated Debentures as a result of the subordination provisions of
the Indenture would be greater than they otherwise would have been as a result of any obligation of
such holders to pay amounts over to the obligees on such trade accounts payable or accrued
liabilities arising in the ordinary course of business as a result of subordination provisions to
which such Debt is subject, and (v) Debt which constitutes Senior Debt.



     “Subsidiary” means, with respect to any Person, (i) any corporation at least a majority of
whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by such Person
or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries; (ii)
any general partnership, limited liability company, joint venture, trust or similar entity, at
least a majority of whose outstanding partnership or similar interests shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries; and (iii) any limited partnership of which such Person or any of its Subsidiaries is
a general partner.



     “Tax Event” means the receipt by the Company and the Trust of an Opinion of Counsel, rendered
by a law firm having a recognized national tax and securities practice, to the effect that, as a
result of any amendment to, or change (including any announced prospective change) in, the laws (or
any regulations thereunder) of the United States or any political subdivision or taxing authority
thereof or therein, or as a result of any official administrative pronouncement or



9









 







judicial decision interpreting or applying such laws or regulations, which amendment or change
is effective or which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under the Trust Agreement, there is more than an insubstantial risk that
(i) the Trust is, or shall be within 90 days after the date of such Opinion of Counsel, subject to
United States federal income tax with respect to income received or accrued on the Debentures; (ii)
interest payable by the Company on the Debentures is not, or within 90 days after the date of such
Opinion of Counsel, shall not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes; or (iii) the Trust is, or shall be within 90 days after the date of
such Opinion of Counsel, subject to more than a de minimis amount of other taxes, duties,
assessments or other governmental charges; provided, however, that the Trust or the Company shall
have requested and received such an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Trust or the Company shall have become aware of the possible
occurrence of any of the events described in clauses (i) through (iii) above.



     “Trading Days” has the meaning set forth in Section 4.7.



     “Trust” means Bridge Statutory Capital Trust II, a Delaware statutory trust created pursuant
to the Trust Agreement.



     “Trust Agreement” means the Amended and Restated Trust Agreement of the Trust, dated as of
October 23, 2009, by and among Bridge Bancorp, Inc., Wilmington Trust Company and the
Administrative Trustees named therein.



     “Indenture Trustee” means Wilmington Trust Company as appointed pursuant to this Indenture,
and, subject to the provisions of Article X, shall also include its successors and assigns, and, if
at any time there is more than one Person acting in such capacity hereunder, Trustee shall mean
each such Person.



     “Trust Indenture Act”, means the Trust Indenture Act of 1939, as amended, subject to the
provisions of Sections 12.1, 12.2, and 13.1.



     “Trust Securities” means the Common Securities and Preferred Securities, collectively.



     “Voting Stock”, as applied to stock of any Person, means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person having ordinary voting
power for the election of a majority of the directors (or the equivalent) of such Person, other
than shares, interests, participations or other equivalents having such power only by reason of the
occurrence of a contingency.



ARTICLE II — ISSUE, DESCRIPTION, TERMS, CONDITIONS

REGISTRATION AND EXCHANGE OF THE DEBENTURES




Section 2.1 Designation and Principal Amount.




     There is hereby authorized Debentures designated the 8.50% Convertible Subordinated Debentures
due 2039, limited in aggregate principal amount up to Fifteen Million, One



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Thousand Five Hundred Dollars ($15,001,500), which amount shall be as set forth in any written
order of the Company for the authentication and delivery of Debentures pursuant to Section 2.6.




Section 2.2 Maturity.




     (a) The Maturity Date shall be either:



     (i) the Scheduled Maturity Date; or



     (ii) if the Company elects to accelerate the Maturity Date to be a date prior to the Scheduled
Maturity Date in accordance with Section 2.2(b) and (c), the Accelerated Maturity Date.



     (b) the Company may at any time before the day which is 90 days before the Scheduled Maturity
Date and after September 30, 2014, elect to shorten the Maturity Date only once to the Accelerated
Maturity Date provided that the Company has received the prior approval of, or non-objection from,
the Federal Reserve if then required under applicable capital guidelines, policies or regulations
of the Federal Reserve.



     (c) if the Company elects to accelerate the Maturity Date in accordance with Section 2.2(b),
the Company shall give written notice to the Indenture Trustee and the Trust (unless the Trust is
not the holder of the Debentures, in which case the Indenture Trustee will give notice to the
holders of the Debentures) of the acceleration of the Maturity Date and the Accelerated Maturity
Date at least 30 days and no more than 180 days before the Accelerated Maturity Date; provided,
however that nothing provided in this Section 2.2 shall limit the Company’s rights, as provided in
Article III hereof, to redeem all or a portion of the Debentures at such time or times as the
Company may so determine, or at any time upon the occurrence of a Special Event.



Section 2.3 Form And Payment.




     The Debentures shall be issued in fully registered certificated form without interest coupons.
Principal and interest on the Debentures issued in certificated form shall be payable, the transfer
of such Debentures shall be registrable and such Debentures shall be exchangeable for Debentures
bearing identical terms and provisions at the office or agency of the Indenture Trustee; provided,
however, that payment of interest may be made at the option of the Company by check mailed to the
holder at such address as shall appear in the Debenture Register or by wire transfer to an account
maintained by the holder as specified in the Debenture Register, provided that the holder provides
proper transfer instructions by the regular record date. Notwithstanding the foregoing, so long as
the holder of any Debentures is the Property Trustee, the payment of principal of and interest
(including Compounded Interest and Additional Interest, if any) on such Debentures held by the
Property Trustee shall be made at such place and to such account as may be designated by the
Property Trustee.



Section 2.4 [Intentionally Left Blank].



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Section 2.5 Interest.




     (a) Each Debenture shall bear interest at the rate of 8.50% per annum (the “Coupon Rate”) from
the Debenture Issue Date until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the Coupon Rate, compounded quarterly, payable (subject to
the provisions of Article V) quarterly in arrears at 10:00 a.m. Eastern time on March 31, June 30,
September 30 and December 31 of each year (each, an “Interest Payment Date”), commencing on
December 31, 2009, to the Person in whose name such Debenture or any Predecessor Debenture is
registered, at the close of business on the regular record date for such interest installment,
which shall be the fifteenth day of the last month of the calendar quarter.



     (b) The amount of interest payable for any period shall be computed on the basis of a 360-day
year of twelve 30-day months. The amount of interest payable for any period shorter than a full
quarterly period for which interest is computed, shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment of interest payable on
such date shall be made on the next succeeding Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business Day (and without
any reduction of interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as if made on the date such payment was originally payable.



     (c) If, at any time while the Property Trustee is the holder of any Debentures, the Trust or
the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any case, the Company shall pay as additional interest (“Additional Interest”)
on the Debentures held by the Property Trustee, such additional amounts as shall be required so
that the net amounts received and retained by the Trust and the Property Trustee after paying such
taxes, duties, assessments or other governmental charges shall be equal to the amounts the Trust
and the Property Trustee would have received had no such taxes, duties, assessments or other
government charges been imposed.



Section 2.6 Execution and Authentications.




     (a) The Debentures shall be signed on behalf of the Company by its President or one of its
Executive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a
manual or facsimile signature. The Company may use the facsimile signature of any Person who shall
have been a President or Executive Vice President thereof, or of any Person who shall have been a
Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Debentures
shall be authenticated and delivered or disposed of such Person shall have ceased to be the
President or a Vice President, or the Secretary or an Assistant Secretary, of the Company (and any
such signature shall be binding on the Company). The seal of the Company may be



12









 







impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may
contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each
Debenture shall be dated the date of its authentication by the Trustee.



     (b) A Debenture shall not be valid until authenticated manually by an authorized signatory of
the Indenture Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence
that the Debenture so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.



     (c) If at any time after the execution and delivery of this Indenture the Trust issues
Preferred Securities, then, simultaneously therewith, the Company shall deliver Debentures, in
aggregate principal amount equal to the sum of (i) the aggregate liquidation amount of such
Preferred Securities plus (ii) one dollar ($1.00) for every $1,000 in aggregate liquidation amount
of such Preferred Securities, executed by the Company to the Indenture Trustee for authentication,
together with a written order of the Company for the authentication and delivery of such Debentures
signed by its President or any Executive Vice President and its Chief Financial Officer or the
Treasurer or any Assistant Treasurer, and the Indenture Trustee in accordance with such written
order shall authenticate and deliver such Debentures.



     (d) In authenticating such Debentures and accepting the additional responsibilities under this
Indenture in relation to such Debentures, the Indenture Trustee shall be entitled to receive, and
(subject to Section 10.1) shall be fully protected in relying upon, an Opinion of Counsel stating
that the form and terms thereof have been established in conformity with the provisions of this
Indenture.



     (e) The Indenture Trustee shall not be required to authenticate such Debentures if the issue
of such Debentures pursuant to this Indenture shall affect the Indenture Trustee’s own rights,
duties or immunities under the Debentures and this Indenture or otherwise in a manner that is not
reasonably acceptable to the Indenture Trustee.



Section 2.7 Registration of Transfer and Exchange.




     (a) Debentures may be exchanged upon presentation thereof at the office of the Company at 2200
Montauk Highway, Bridgehampton, New York 11932 or at the office of the Debenture Registrar (as
defined below), for other Debentures and for a like aggregate principal amount in denominations of
integral multiples of $100, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section 2.7. In respect of any
Debentures so surrendered for exchange, the Company shall execute, the Indenture Trustee shall
authenticate and such office or agency shall deliver in exchange therefor the Debenture or
Debentures that the Debentureholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.



     (b) The Company shall keep, or cause to be kept, at its office or at the office of the
Debenture Registrar or such other location designated by the Company a register or registers
(herein referred to as the “Debenture Register”) in which, subject to such reasonable regulations
as the Debenture Registrar may prescribe, the Company shall register the Debentures and the



13









 







transfers of Debentures as in this Article II provided and which at all reasonable times shall
be open for inspection by the Trustee. The registrar for the purpose of registering Debentures and
transfer of Debentures as herein provided shall initially be the Indenture Trustee and thereafter
as may be appointed by the Company as authorized by Board Resolution (the “Debenture Registrar”).
Upon surrender for transfer of any Debenture at the office or agency of the Company designated for
such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in the name of the transferee or transferees a new Debenture or Debentures for a like
aggregate principal amount. All Debentures presented or surrendered for exchange or registration of
transfer, as provided in this Section 2.7, shall be accompanied (if so required by the Company or
the Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory
to the Company or the Debenture Registrar, duly executed by the registered holder or by such
holder’s duly authorized attorney in writing.



     (c) No service charge shall be made for any exchange or registration of transfer of
Debentures, or issue of new Debentures in case of partial redemption, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.8, Section 3.5(b) and Section 12.4 not involving any
transfer in which case the Company shall pay such tax or governmental charge, if any.



     (d) The Company shall not be required (i) to issue, exchange or register the transfer of any
Debentures during a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of less than all the Outstanding Debentures and ending at the
close of business on the day of such mailing; nor (ii) to register the transfer of or to exchange
any Debentures or portions thereof called for redemption.



     (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Indenture. Any transfer or purported transfer of any Debenture not
made in accordance with this Indenture shall be null and void.



Section 2.8 Temporary Debentures.




     Pending the preparation of definitive Debentures, the Company may execute, and the Indenture
Trustee shall authenticate and deliver, temporary Debentures (printed, lithographed, or
typewritten). Such temporary Debentures shall be substantially in the form of the definitive
Debentures in lieu of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Debentures, all as may be determined by the Company. Every
temporary Debenture shall be executed by the Company and be authenticated by the Indenture Trustee
upon the same conditions and in substantially the same manner, and with like effect, as the
definitive Debentures. Without unnecessary delay the Company shall execute and shall furnish
definitive Debentures and thereupon any or all temporary Debentures may be surrendered in exchange
therefor (without charge to the holders), at the office of the Company or at the office of the
Debenture Registrar and the Indenture Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Debentures an equal aggregate principal amount of definitive
Debentures, unless the Company advises the Indenture Trustee to the effect that definitive
Debentures need not be executed and furnished until further notice from the Company.



14









 




Until so exchanged, the temporary Debentures shall be entitled to the same benefits under this
Indenture as definitive Debentures authenticated and delivered hereunder.




Section 2.9 Mutilated, Destroyed, Lost or Stolen Debentures.




     (a) In case any temporary or definitive Debenture shall become mutilated or be destroyed, lost
or stolen, the Company (subject to the next succeeding sentence) shall execute, and upon the
Company’s request the Indenture Trustee (subject as aforesaid) shall authenticate and deliver, a
new Debenture bearing a number not contemporaneously outstanding, in exchange and substitution for
the mutilated Debenture, or in lieu of and in substitution for the Debenture so destroyed, lost,
stolen or mutilated. In every case the applicant for a substituted Debenture shall furnish to the
Company and the Indenture Trustee such security or indemnity as may be required by them to save
each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and the Indenture Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Debenture and of the ownership thereof. The Indenture Trustee may
authenticate any such substituted Debenture and deliver the same upon the written request or
authorization of the President or any Vice President and the Chief Financial Officer or the
Treasurer or any Assistant Treasurer of the Company. Upon the issuance of any substituted
Debenture, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Indenture Trustee) connected therewith. In case any Debenture that has
matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company
may, instead of issuing a substitute Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) if the applicant for such payment
shall furnish to the Company and the Indenture Trustee such security or indemnity as they may
require to save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Indenture Trustee of the destruction, loss or theft of such
Debenture and of the ownership thereof.



     (b) Every replacement Debenture issued pursuant to the provisions of this Section 2.9 shall
constitute an additional contractual obligation of the Company whether or not the mutilated,
destroyed, lost or stolen Debenture shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and proportionately with any and
all other Debentures duly issued hereunder. All Debentures shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debentures, and shall preclude (to the extent lawful) any and
all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.



Section 2.10 Cancellation.




     All Debentures surrendered for the purpose of payment, redemption, exchange, conversion or
registration of transfer shall, if surrendered to the Company or any paying agent, be delivered to
the Indenture Trustee for cancellation, or, if surrendered to the Indenture Trustee, shall be
canceled by it, and no Debentures shall be issued in lieu thereof except as expressly



15









 







required or permitted by any of the provisions of this Indenture. On request of the Company at
the time of such surrender, the Indenture Trustee shall deliver to the Company canceled Debentures
held by the Indenture Trustee. In the absence of such request the Indenture Trustee may dispose of
canceled Debentures in accordance with its standard procedures and deliver a certificate of
disposition to the Company. Subject to Section 11.4, if the Company shall otherwise acquire any of
the Debentures, however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debentures unless and until the same are delivered to the
Indenture Trustee for cancellation.



Section 2.11 Benefit of Indenture.




     Nothing in this Indenture or in the Debentures, express or implied, shall give or be construed
to give to any Person, other than the parties hereto and the holders of the Debentures (and, with
respect to the provisions of Article XVII, the holders of Senior Indebtedness) any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and provisions being for
the sole benefit of the parties hereto and of the holders of the Debentures (and, with respect to
the provisions of Article XVII, the holders of Senior Indebtedness).



Section 2.12 Authenticating Agent.




     (a) So long as any of the Debentures remain Outstanding there may be an Authenticating Agent
for any or all such Debentures, which Authenticating Agent the Indenture Trustee shall have the
right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Indenture
Trustee to authenticate Debentures issued upon exchange, transfer or partial redemption thereof,
and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. All
references in this Indenture to the authentication of Debentures by the Indenture Trustee shall be
deemed to include authentication by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined capital and surplus, as
most recently reported or determined by it, sufficient under the laws of any jurisdiction under
which it is organized or in which it is doing business to conduct a trust business, and that is
otherwise authorized under such laws to conduct such business and is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating Agent shall cease to
be eligible in accordance with these provisions, it shall resign immediately.



     (b) Any Authenticating Agent may at any time resign by giving written notice of resignation to
the Indenture Trustee and to the Company. The Trustee may at any time (and upon request by the
Company shall) terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Indenture Trustee may appoint an eligible
successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties
of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.



16









 





ARTICLE III — REDEMPTION OF DEBENTURES




Section 3.1 Redemption.




     Subject to the Company having received prior approval of, or non-objection from, the Federal
Reserve, if then required under the applicable capital guidelines, policies or regulations of the
Federal Reserve, the Company may redeem the Debentures issued hereunder on and after the dates set
forth in and in accordance with the terms of this Article III.



Section 3.2 Special Event Redemption.




     Subject to the Company having received the prior approval of, or non-objection from, the
Federal Reserve, if then required under the applicable capital guidelines, policies or regulations
of the Federal Reserve, if a Special Event has occurred and is continuing, then, notwithstanding
Section 3.3(a) but subject to Section 3.3(b), the Company shall have the right upon not less than
30 days’ nor more than 60 days’ notice to the holders of the Debentures to redeem the Debentures,
in whole but not in part, for cash within 180 days following the occurrence of such Special Event
(the 180-Day Period) at a redemption price equal to 100% of the principal amount to be redeemed
plus any accrued and unpaid interest thereon to the date of such redemption (the “Redemption
Price”), provided that if at the time there is available to the Company the opportunity to
eliminate, within the 180-Day Period, a Tax Event by taking some ministerial action, such as filing
a form or making an election, or pursuing some other similar reasonable measure which has no
adverse effect on the Company, the Trust or the holders of the Trust Securities issued by the Trust
(a “Ministerial Action”), the Company shall pursue such Ministerial Action in lieu of redemption,
and, provided further, that the Company shall have no right to redeem the Debentures pursuant to
this Section 3.2 while it is pursuing any Ministerial Action pursuant to its obligations hereunder,
and, provided further, that, if it is determined that the taking of a Ministerial Action would not
eliminate the Tax Event within the 180 Day Period, the Company’s right to redeem the Debentures
pursuant to this Section 3.2 shall be restored and it shall have no further obligations to pursue
the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon, Eastern time, on
the date of such redemption or such earlier time as the Company determines, provided that the
Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00
a.m., Eastern time, on the date such Redemption Price is to be paid.



Section 3.3 Optional Redemption by Company.




     (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this
Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from
time to time on or after September 30, 2014, at the Redemption Price. Any redemption pursuant to
this Section 3.3(a) shall be made upon not less than 30 days’ nor more than 60 days’ notice to the
holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed
pursuant to this Section 3.3(a), the Debentures shall be redeemed pro rata. The Redemption Price
shall be paid prior to 12:00 noon, Eastern time, on the date of such redemption or at such earlier
time as the Company determines provided that the Company shall



17









 




deposit with the Indenture Trustee an amount sufficient to pay the Redemption Price by 10:00
a.m., Eastern time, on the date such Redemption Price is to be paid.




     (b) Subject to the provisions of Section 3.3(c), the Company shall have the right to redeem
Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount
(as defined in the Trust Agreement) of any Preferred Securities purchased and beneficially owned by
the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as
defined in the Trust Agreement) of that number of Common Securities that bears the same proportion
to the total number of Common Securities then outstanding as the number of Preferred Securities to
be redeemed bears to the total number of Preferred Securities then outstanding. Such Debentures
shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the
Company to the Property Trustee of the Preferred Securities and the proportionate amount of Common
Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common
Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall
be extinguished by the Indenture Trustee and shall no longer be deemed Outstanding.



     (c) If a partial redemption of the Debentures would result in the delisting of the Preferred
Securities issued by the Trust from The Nasdaq Global Select Market or any national securities
exchange or other organization in, on or by which the Preferred Securities are then listed, traded
or quoted, the Company shall not be permitted to effect such partial redemption and may only redeem
the Debentures in whole.



Section 3.4 Notice of Redemption.




     (a) Except in the case of a redemption pursuant to Section 3.3(b), in case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion of the Debentures in
accordance with the right reserved so to do, the Company shall, or shall cause the Indenture
Trustee to upon receipt of 45 days’ written notice from the Company (which notice shall, in the
event of a partial redemption, include a representation to the effect that such partial redemption
will not result in the delisting of the Preferred Securities as described in Section 3.3(c) above),
give notice of such redemption to holders of the Debentures to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before
the date fixed for redemption to such holders at their last addresses as they shall appear upon the
Debenture Register. Any notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered holder receives the notice. In any
case, failure duly to give such notice to the holder of any Debenture designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for
the redemption of any other Debentures. In the case of any redemption of Debentures prior to the
expiration of any restriction on such redemption provided in the terms of such Debentures or
elsewhere in this Indenture, the Company shall furnish the Indenture Trustee with an Officers’
Certificate evidencing compliance with any such restriction. Each such notice of redemption shall
specify the date fixed for redemption and the Redemption Price and shall state that payment of the
applicable Redemption Price shall be made at the office of the Company or at the Corporate Trust
Office, upon presentation and surrender of such Debentures, that interest accrued to the date fixed
for redemption shall be paid as specified



18









 







in said notice and that from and after said date interest shall cease to accrue. If less than
all the Debentures are to be redeemed, the notice to the holders of the Debentures shall specify
the particular Debentures to be redeemed. If the Debentures are to be redeemed in part only, the
notice shall state the portion of the principal amount thereof to be redeemed and shall state that
on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures
in principal amount equal to the unredeemed portion thereof shall be issued.



     (b) Except in the case of redemption pursuant to Section 3.3(b), if less than all the
Debentures are to be redeemed, the Company shall give the Indenture Trustee at least 45 days’
notice in advance of the date fixed for redemption as to the aggregate principal amount of
Debentures to be redeemed, and thereupon the Indenture Trustee shall select, pro rata, the portion
or portions (equal to $100 or any integral multiple thereof) of the Debentures to be redeemed and
shall thereafter promptly notify the Company in writing of the numbers of the Debentures to be
redeemed, in whole or in part. The Company may, if and whenever it shall so elect pursuant to the
terms hereof, by delivery of instructions signed on its behalf by its Chairman, its President or
any Vice President, instruct the Indenture Trustee or any paying agent to call all or any part of
the Debentures for redemption and to give notice of redemption in the manner set forth in this
Section 3.4, such notice to be in the name of the Company or its own name as the Indenture Trustee
or such paying agent may deem advisable. In any case in which notice of redemption is to be given
by the Indenture Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Indenture Trustee or such paying agent, as the case may
be, such Debenture Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Indenture Trustee or such paying agent to give any notice by
mail that may be required under the provisions of this Section 3.4.



Section 3.5 Payment Upon Redemption.




     (a) If the giving of notice of redemption shall have been completed as above provided, the
Debentures or portions of Debentures to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable Redemption Price, and
interest on such Debentures or portions of Debentures shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such Redemption Price with
respect to any such Debenture or portion thereof. On presentation and surrender of such Debentures
on or after the date fixed for redemption at the place of payment specified in the notice, said
Debentures shall be paid and redeemed at the applicable Redemption Price (but if the date fixed for
redemption is an Interest Payment Date, the interest installment payable on such date shall be
payable to the registered holder at the close of business on the applicable record date pursuant to
Section 3.3).



     (b) Upon presentation of any Debenture that is to be redeemed in part only, the Company shall
execute and the Indenture Trustee shall authenticate and the office or agency where the Debenture
is presented shall deliver to the holder thereof, at the expense of the Company, a new Debenture of
authorized denomination in principal amount equal to the unredeemed portion of the Debenture so
presented.



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Section 3.6 No Sinking Fund.




     The Debentures are not entitled to the benefit of any sinking fund.



ARTICLE IV — CONVERSION OF DEBENTURES




Section 4.1 Conversion Rights.




     Subject to and upon compliance with the provisions of this Article IV, the Debentures are
convertible, at the option of the Debentureholder, at any time after October 23, 2009, and on or
before the close of business on the Business Day immediately preceding the date of repayment of
such Debentures, whether at maturity or upon redemption, into fully paid and nonassessable shares
of Common Stock at an initial conversion ratio of 32.2581 shares of Common Stock for each $1,000 in
aggregate principal amount of Debentures, subject to adjustment as described in this Article IV
(the “Conversion Ratio”). A Debentureholder may convert any portion of the principal amount of the
Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by (A)
dividing (1) $1,000 into (2) the aggregate principal amount of the Debentures to be converted, and
(B) multiplying the resulting quotient by the Conversion Ratio; provided, that a Debentureholder
may only convert Debentures in integral multiples of $1,000. In case a Debenture or portion thereof
is called for redemption, such conversion right in respect of the Debenture or portion so called
shall expire at the close of business on the Business Day immediately preceding the corresponding
Maturity Date, unless the Company defaults in making the payment due upon redemption.



Section 4.2 Conversion Procedures.




     (a) To convert all or a portion of the Debentures, the Debentureholder thereof shall deliver
to the Conversion Agent an irrevocable Conversion Request setting forth the principal amount of
Debentures to be converted, together with the name or names, if other than the Debentureholder, in
which the shares of Common Stock should be issued upon conversion and, if such Debentures are in
certificate form, surrender to the Conversion Agent the Debentures to be converted, duly endorsed
or assigned to the Company or in blank, and shall pay any transfer or similar tax. In addition, a
holder of Preferred Securities may exercise its right under the Trust Agreement to exchange such
Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the
Conversion Agent an irrevocable Conversion Request setting forth the information called for by the
preceding sentence and directing the Conversion Agent (i) to exchange such Preferred Security for a
portion of the Debentures held by the Trust (at an exchange rate of $1,000 principal amount of
Debentures for each Preferred Security), and (ii) to immediately convert such Debentures, on behalf
of such Debentureholder, into Common Stock pursuant to this Article IV and, if such Preferred
Securities are in certificate form, surrendering such Preferred Securities, duly endorsed or
assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust
shall not convert any Debentures except pursuant to a Conversion Request delivered to the
Conversion Agent by a holder of Preferred Securities.




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     Interest accruing between Interest Payment Dates shall not be paid on Debentures that are
converted, nor shall any payment, allowance or adjustment be made for accrued and unpaid interest,
whether or not in arrears, on converted Debentures, except that if any Debenture is converted (i)
on or after the regular record date and prior to the subsequent Interest Payment Date, the
Debentureholder shall be required to pay to the Company the interest payable to the Debentureholder
on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be
entitled to receive the interest payable on the subsequent Interest Payment Date, on the portion of
Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment
Date, and (ii) during an Extended Interest Payment Period and after notice of redemption with
respect to the Debentures that are to be converted, accrued and unpaid interest through the
Conversion Date of the Debentures shall be distributed to the Holder who converts such Debentures,
which Distribution shall be made on the Redemption Date fixed for redemption. Except as provided in
the immediately preceding sentence, the Company shall not make, or be required to make, any
payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on
converted Debentures. Such interest shallbe paid to such converting Debentureholder unless the date
of conversion of such Debentures is on or prior to the Interest Payment Date upon which such
Extended Interest Payment Period ends and after the regular record date for such Interest Payment
Date, in which case such interest shall be paid to the person who was the Debentureholder at the
close of business on such regular record date. Except as otherwise set forth above in this
paragraph, in the case of any Debenture which is converted, interest which is payable after the
date of conversion of such Debenture shall not be payable, and the Company shall not make nor be
required to make any other payment, adjustment or allowance with respect to accrued but unpaid
interest (including Additional Interest, if any) on the Debentures being converted, which shall be
deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited
with the Trustee or with any paying agent or so segregated and held in trust for the redemption of
such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such trust.



     Each conversion shall be deemed to have been effected immediately prior to the close of
business on the day on which the Conversion Request was received (the “Conversion Date”) by the
Conversion Agent from the Debentureholder or from a holder of the Preferred Securities effecting a
conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be.
The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as a record holder or holders of such Common Stock as of the Conversion
Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and
deliver at the office of the Conversion Agent, unless otherwise directed by the Debentureholder in
the Conversion Request, a certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of
any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver
such certificate or certificates to each such Person or Persons.



     (b) The Company’s delivery upon conversion of the fixed number of shares of Common Stock into
which the Debentures are convertible (together with the cash payment, if any, in lieu of fractional
shares) shall be deemed to satisfy the Company’s obligation to pay the principal



21









 







amount at maturity of the portion of Debentures so converted and any unpaid interest
(including Additional Interest, if any) accrued on such Debentures at the time of such conversion.



     (c) No fractional shares of Common Stock shall be issued as a result of conversion, but in
lieu thereof, such fractional interest shall be paid in cash (based on the Conversion Price), and
the Conversion Agent in turn shall make such payment to the Debentureholder or the holder of the
Preferred Securities so converted.



     (d) In the event of the conversion of any Debenture in part only, a new Debenture or
Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder
thereof upon the cancellation thereof in accordance with Section 2.10.



     (e) Any shares of Common Stock issued upon conversion of the Debentures shall be duly
authorized, validly issued, fully paid and nonassessable. The Company shall at all times reserve
and keep available out of its authorized and unissued Common Stock, solely for issuance upon the
conversion of the Debentures, free from any preemptive or other similar rights, such number of
shares of Common Stock as shall from time to time be issuable upon the conversion of all of the
Debentures then outstanding. Notwithstanding the foregoing sentence, the Company shall be entitled
to deliver, upon conversion of Debentures, shares of Common Stock reacquired and held in the
treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens, charges, security
interests or encumbrances.



     (f) In effecting the conversion transactions described in this Section 4.2, the Conversion
Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred
Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures
into Common Stock), as the case may be, directing it to effect such conversion transactions. The
Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by
the Trust from time to time in connection with the conversion of such Preferred Securities in
accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common
Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of
this Article IV and to deliver to the Trust a new Debenture or Debentures for any resulting
unconverted principal amount.



Section 4.3 Conversion Ratio Adjustments.




     The Conversion Ratio shall be subject to adjustment (without duplication) from time to time as
follows:



     (a) In case the Company shall, while any of the Debentures are outstanding, (i) pay a dividend
or make a distribution with respect to its Common Stock in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any
shares of capital stock of the Company, then the Conversion Ratio in effect immediately prior to
such action shall be adjusted so that the holders of any Debentures thereafter surrendered for
conversion shall be entitled to receive the number of shares of capital



22









 







stock of the Company which they would have owned immediately following such action had such
Debentures been converted immediately prior thereto. An adjustment made pursuant to this Section
4.3(a) shall become effective immediately after the record date in the case of a dividend or other
distribution and shall become effective immediately after the effective date in case of a
subdivision, combination or reclassification (or immediately after the record date if a record date
shall have been established for such event). If, as a result of an adjustment made pursuant to this
Section 4.3(a), the holder of any Debenture thereafter surrendered for conversion shall become
entitled to receive shares of two or more classes or series of capital stock of the Company, the
Board of Directors (whose determination shall be conclusive and shall be described in a Board
Resolution filed with the Indenture Trustee) shall determine the allocation of the adjusted
Conversion Ratio between or among shares of such classes or series of capital stock.



     (b) In case the Company shall, while any of the Debentures are outstanding, issue rights or
warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days
after the record date mentioned in this Section 4.3(b)) to subscribe for or purchase shares of
Common Stock at a price per share less than the Current Market Price (as defined below) per share
of Common Stock on such record date, then the Conversion Ratio for the Debentures shall be adjusted
so that the same shall equal the ratio determined by multiplying the Conversion Ratio in effect
immediately prior to the date of issuance of such rights or warrants by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of additional shares of Common Stock offered for subscription or
purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on
the date of issuance of such rights or warrants plus the number of shares which the aggregate
offering price of the total number of shares so offered for subscription or purchase would purchase
at such Current Market Price. Such adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive such rights or warrants. For the
purposes of this Section 4.3(b), the number of shares of Common Stock at any time outstanding shall
not include shares held in the treasury of the Company. The Company shall not issue any rights or
warrants in respect of the shares of Common Stock held in the treasury of the Company. In case any
rights or warrants referred to in this Section 4.3(b) in respect of which an adjustment shall have
been made shall expire unexercised within 45 days after the same shall have been distributed or
issued by the Company, the Conversion Ratio shall be readjusted at the time of such expiration to
the Conversion Ratio that would have been in effect if no adjustment had been made on account of
the distribution or issuance of such expired rights or warrants.



     (c) Subject to the last sentence of this Section 4.3(c), in case the Company shall, by
dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness,
shares of any class or series of capital stock, cash or assets (including securities, but excluding
any rights or warrants referred to in Section 4.3(b), any dividend or distribution paid exclusively
in cash and any dividend or distribution referred to in Section 4.3(a)), then the Conversion Ratio
shall be increased so that the same shall equal the ratio determined by multiplying the Conversion
Ratio in effect immediately prior to the effectiveness of the Conversion Ratio increase
contemplated by this Section 4.3(c) by a fraction of which the numerator shall be the Current
Market Price per share of Common Stock on the date fixed for the payment of such distribution (the
“Reference Date”), and of which the denominator shall be, the



23









 







Current Market Price per share of the Common Stock on the Reference Date less the fair market
value (as determined in good faith by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), on the Reference Date, of the portion of the
evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to
one share of Common Stock, such increase to become effective immediately prior to the opening of
business on the day following the Reference Date. In the event that such dividend or distribution
is not so paid or made, the Conversion Ratio shall again be adjusted to be the Conversion Ratio
which would then be in effect if such dividend or distribution had not occurred. If the Board of
Directors determines the fair market value of any distribution for purposes of this Section 4.3(c)
by reference to the actual or when issued trading market for any securities comprising such
distribution, it must in doing so consider the prices in such market over the same period used in
computing the Current Market Price per share of Common Stock. For purposes of this Section 4.3(c),
any dividend or distribution that includes shares of Common Stock or rights or warrants to
subscribe for or purchase shares of Common Stock shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, shares of capital stock, cash or assets other than
such shares of Common Stock or such rights or warrants (making any Conversion Ratio increase
required by this Section 4.3(c)) immediately followed by (2) a dividend or distribution of such
shares of Common Stock or such rights or warrants (making any further Conversion Ratio increase
required by Section 4.3(a) or 4.3 (b)), except (A) the Reference Date of such dividend or
distribution as defined in this Section 4.3(c) shall be substituted as (a) the record date in the
case of a dividend or other distribution, and (b) the record date for the determination of
shareholders entitled to receive such rights or warrants, and (c) the date fixed for such
determination within the meaning of Sections 4.3(a) and 4.3(b), and (B) any shares of Common Stock
included in such dividend or distribution shall not be deemed outstanding for purposes of computing
any adjustment of the Conversion Ratio in Section 4.3(a).



     (d) In case the Company shall pay or make a dividend or other distribution on its Common Stock
exclusively in cash (excluding all cash dividends paid out of the retained earnings of the
Company), then the Conversion Ratio shall be increased so that the same shall equal the ratio
determined by multiplying the Conversion Ratio in effect immediately prior to the effectiveness of
the Conversion Ratio increase contemplated by this Section 4.3(d) by a fraction of which the
numerator shall be the Current Market Price per share of the Common Stock, and of which the
denominator shall be the Current Market Price per share of Common Stock on the date fixed for the
payment of such distribution less the amount of cash so distributed and not excluded as provided
applicable to one share of Common Stock on the date fixed for the payment of such distribution,
such increase to become effective immediately prior to the opening of business on the day following
the date fixed for the payment of such distribution; provided, however, that in the event the
portion of the cash so distributed applicable to one share of Common Stock is equal to or greater
than the Current Market Price per share of the Common Stock on the record date mentioned above, in
lieu of the foregoing adjustment, adequate provision shall be made so that each Debentureholder
shall have the right to receive upon conversion the amount of cash such Debentureholder would have
received had such Debentureholder converted each Debenture immediately prior to the record date for
the distribution of the cash. In the event that such dividend or distribution is not so paid or
made, the Conversion Ratio shall again be adjusted to be the Conversion Ratio which would then be
in effect if such record date had not been fixed.



24









 





     (e) In case a tender or exchange offer (other than an odd-lot offer) made by the Company or
any subsidiary of the Company for all or any portion of the Common Stock shall expire and such
tender or exchange offer shall involve the payment by the Company or such subsidiary of
consideration per share of Common Stock having a fair market value (as determined in good faith by
the Board of Directors, whose determination shall be conclusive and described in a Board
Resolution) at the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to
such tender or exchange offer (as it shall have been amended) that exceeds 110% of the Current
Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, then
the Conversion Ratio shall be increased so that the same shall equal the ratio determined by
multiplying the Conversion Ratio in effect immediately prior to the effectiveness of the Conversion
Ratio increase contemplated by this Section 4.3(e) by a fraction of which the numerator shall be
the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration
payable to shareholders based on the acceptance (up to any maximum specified in the terms of the
tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the
Purchased Shares), and (y) the product of the number of shares of Common Stock outstanding (less
any Purchased Shares) at the Expiration Time and the Current Market Price per share of Common Stock
on the Trading Day next succeeding the Expiration Time, and of which the denominator shall be the
number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the
Expiration Time multiplied by the Current Market Price per share of Common Stock on the Trading Day
next succeeding the Expiration Time, such increase to become effective immediately prior to the
opening of business on the day following the Expiration Time.



     (f) For the purpose of any computation under Sections 4.3(b), (c), (d) or (e), the Current
Market Price per share of Common Stock on any date in question shall be deemed to be the average of
the daily Closing Prices (as defined in Section 4.7) for the five consecutive Trading Days selected
by the Company commencing not more than 20 Trading Days before, and ending not later than the
earlier of the day in question or, if applicable, the day before the ex date (defined below) with
respect to the issuance or distribution requiring such computation; provided, however, that if
another event occurs that would require an adjustment pursuant to Sections 4.3(a) through (e),
inclusive, the Board of Directors may make such adjustments to the Closing Prices during such five
Trading Day period as it deems appropriate to effectuate the intent of the adjustments in this
Section 4.3, in which case any such determination by the Board of Directors shall be set forth in a
Board Resolution and shall be conclusive. For purposes of this Section 4.3(f), the term ex date,
(i) when used with respect to any issuance or distribution, means the first date on which the
Common Stock trades regular way on The Nasdaq Global Select Market or on such successor securities
quotation system as the Common Stock may be listed or in the relevant market from which the Closing
Prices were obtained without the right to receive such issuance or distribution, and (ii) when used
with respect to any tender or exchange offer, means the first date on which the Common Stock trades
regular way on such securities exchange or in such market after the Expiration Time of such offer.



     (g) The Company may make such increases in the Conversion Ratio, in addition to those required
by Sections (a) through (e), as it considers to be advisable to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock resulting from any



25









 







dividend or distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes. The Company from time to time may increase the Conversion Ratio by
any amount for any period of time if the period is at least 20 days, the increase is irrevocable
during the period, and the Board of Directors shall have made a determination that such increase
would be in the best interest of the Company, which determination shall be conclusive. Whenever the
Conversion Ratio is increased pursuant to the preceding sentence, the Company shall mail to
Debentureholders of record a notice of the increase at least fifteen days prior to the date the
increased Conversion Ratio takes effect, and such notice shall state the increased Conversion Ratio
and the period it shall be in effect.



     (h) No adjustment in the Conversion Ratio shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Conversion Ratio; provided, however, that any
adjustments which by reason of this Section 4.3(h) are not required to be made shall be carried
forward and taken into account in determining whether any subsequent adjustment shall be required.
The adjusted Conversion Ratio will be rounded to four decimal places.



     (i) If any action would require adjustment of the Conversion Ratio pursuant to more than one
of the provisions described above, only one adjustment shall be made and such adjustment shall be
the amount of adjustment that has the highest absolute value to the Debentureholders.



Section 4.4 Reclassification, Consolidation, Merger Or Sale Of Assets.




     In the event that the Company shall be a party to any transaction, including without
limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in
par value, or from par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or
merger of the Company into any other Person, any merger of another Person into the Company (other
than a merger which does not result in a reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Company), (c) any sale, transfer or lease of all or
substantially all of the assets of the Company, or (d) any compulsory share exchange, in each case
pursuant to which the Common Stock is converted into the right to receive other securities, cash or
other property, then lawful provision shall be made as part of the terms of such transaction
whereby the holder of each Debenture then outstanding shall have the right thereafter to convert
each Debenture only into the kind and amount of securities, cash or other property receivable upon
consummation of such transaction by a holder of the number of shares of Common Stock of the Company
into which such Debenture could have been converted immediately prior to such transaction.



     The Company or the Person formed by such consolidation or resulting from such merger or which
acquired such assets or which acquires the shares of the Company, as the case may be, shall make
provision in its certificate or articles of incorporation or other constituent document to
establish such right. Such certificate or articles of incorporation or other constituent document
shall provide for adjustments which, for events subsequent to the effective date of such
certificate or articles of incorporation or other constitution document, shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article IV. The above
provisions shall similarly apply to successive transactions of the foregoing type.



26









 





Section 4.5 Notice of Adjustments of Conversion Ratio.




     Whenever the Conversion Ratio is adjusted as herein provided:



     (a) The Company shall compute the adjusted or readjusted Conversion Ratio and shall prepare an
Officers’ Certificate setting forth the adjusted Conversion Ratio and showing in reasonable detail
the facts upon which such adjustment is based, and such certificate shall forthwith be filed with
the Indenture Trustee, the Conversion Agent and the transfer agent for the Preferred Securities and
the Debentures; and



     (b) a notice stating that the Conversion Ratio has been adjusted and setting forth the
adjusted Conversion Ratio shall as soon as practicable be mailed by the Company to all record
holders of Preferred Securities and the Debentures at their last addresses as they appear upon the
Securities Register of the Trust (as defined in the Trust Agreement) and the Debenture Register of
the Company.



Section 4.6 Prior Notice of Certain Events.




     In case:



     (a) the Company shall (i) declare any dividend (or any other distribution) on its Common
Stock, other than (A) a dividend payable in shares of Common Stock, or (B) a dividend payable in
cash that would not require an adjustment pursuant to Section 4.3(c) or (d), or (ii) authorize a
tender or exchange offer that would require an adjustment pursuant to Section 4.3(e);



     (b) the Company shall authorize the granting to all holders of Common Stock of rights or
warrants to subscribe for or purchase any shares of stock of any class or series or of any other
rights or warrants;



     (c) of any reclassification of Common Stock (other than a subdivision or combination of the
outstanding Common Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company is a party and for
which approval of any shareholders of the Company shall be required, or the sale or transfer of all
or substantially all of the assets of the Company or of any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or other property; or



     (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;


then the Company shall (1) if any Preferred Securities are outstanding, cause to be filed with the
transfer agent for the Preferred Securities, and shall cause to be mailed to the holders of record
of the Preferred Securities, at their last addresses as they shall appear upon the Securities
Register of the Trust (as defined in the Trust Agreement), or (2) shall cause to be mailed to all
Debentureholders at their last addresses as they shall appear in the Debenture Register, at least


27









 






fifteen (15) days prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend,
distribution, rights or warrants or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants
are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof
shall affect the validity of the corporate action required to be specified in such notice).




Section 4.7 Certain Defined Terms.




     The following definitions shall apply to terms used in this Article IV:



     (a) Closing Prices of any security on any day shall mean the last reported sale price for such
security on such day or, if no sale takes place on such day, the average of the reported closing
bid and asked prices on such day of such security, in either case as reported on The Nasdaq Global
Select Market or, if such security is not listed, quoted or admitted to trading in, on or by The
Nasdaq Global Select Market, on the principal quotation system or securities exchange on which such
security is listed or admitted to trading or quoted, or, if not listed or admitted to trading or
quoted on any national securities exchange or quotation system, the average of the closing bid and
asked prices of such security in the over-the-counter market on the day in question as reported by
the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or,
if not so available in such manner, as furnished by any Nasdaq member firm selected from time to
time by the Board of Directors for that purpose or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors.



     (b) Trading Day shall mean a day on which securities are traded on the national securities
exchange or quotation system used to determine the Closing Price.



Section 4.8 Dividend Or Interest Reinvestment Plans.




     Notwithstanding the foregoing provisions, the issuance of any shares of Common Stock pursuant
to any plan providing for the reinvestment of dividends or interest payable on securities of the
Company and the investment of additional optional amounts in shares of Common Stock under any such
plan, and the issuance of any shares of Common Stock or options or rights to purchase such shares
pursuant to any employee benefit plan or program of the Company or pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security outstanding as of the date the
Debentures were first issued, shall not be deemed to constitute an issuance of Common Stock or
exercisable, exchangeable or convertible securities by the Company to which any of the adjustment
provisions described above shall apply. There also shall be no adjustment of the Conversion Ratio
in case of the issuance of any stock (or securities



28









 







convertible into or exchangeable for stock) of the Company except as specifically described in
this Article IV.



Section 4.9 Certain Additional Rights.




     In case the Company shall, by dividend or otherwise, declare or make a distribution on its
Common Stock referred to in Section 4.3(c) or (d) (including, without limitation, dividends or
distributions referred to in the last sentence of Section 4.3(c)), then the Debentureholders, upon
the conversion thereof subsequent to the close of business on the date fixed for the determination
of shareholders entitled to receive such distribution and prior to the effectiveness of the
Conversion Ratio adjustment in respect of such distribution, also shall be entitled to receive for
each share of Common Stock into which the Debentures are converted, the portion of the shares of
Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets
so distributed applicable to one share of Common Stock; provided, however, that, at the election of
the Company (whose election shall be evidenced by a Board Resolution) with respect to all
Debentureholders so converting, the Company may, in lieu of distributing to such Debentureholder
any portion of such distribution not consisting of cash or securities of the Company, pay such
Debentureholder an amount in cash equal to the fair market value thereof (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and described in a Board
Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs
prior to the payment date for a distribution to holders of Common Stock which the Debentureholders
so converted is entitled to receive in accordance with the immediately preceding sentence, the
Company may elect (such election to be evidenced by a Board Resolution) to distribute to such
Debentureholder a due bill for the shares of Common Stock, rights, warrants, evidences of
indebtedness, shares of capital stock, cash or assets to which such Debentureholder is so entitled,
provided, that such due bill (i) meets any applicable requirements of the principal national
securities quotation system or other market in, on or by which the Common Stock is then traded,
listed or quoted, and (ii) requires payment or delivery of such shares of Common Stock, rights,
warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date
of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.



Section 4.10 Trustee Not Responsible for Determining Conversion Ratio or Adjustments.




     Neither the Indenture Trustee nor any Conversion Agent shall at any time be under any duty or
responsibility to any Debentureholder or Securityholder (as defined in the Trust Agreement) to
determine whether any facts exist which may require any adjustment of the Conversion Ratio, or with
respect to the nature or extent of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in making the same.
Neither the Indenture Trustee nor any Conversion Agent shall be accountable with respect to the
validity or value (or the kind of account) of any shares of Common Stock or of any securities or
property, which may at any time be issued or delivered upon the conversion of any Debenture; and
neither the Indenture Trustee nor any Conversion Agent makes any representation with respect
thereto. Neither the Indenture Trustee nor any Conversion Agent shall be responsible for any
failure of the Company to make any cash payment or to issue, transfer or deliver any shares of
Common Stock or stock certificates or other



29









 







securities or property upon the surrender of any Debenture for the purpose of conversion, or,
except as expressly herein provided, to comply with any of the covenants of the Company contained
in Article VI or this Article IV.



ARTICLE V — EXTENSION OF INTEREST PAYMENT PERIOD




Section 5.1 Extension of Interest Payment Period.




     The Company shall have the right, at any time and from time to time during the term of the
Debentures so long as no Event of Default has occurred and is continuing, to defer payments of
interest by extending the interest payment period of such Debentures for a period not exceeding 20
consecutive quarters (the “Extended Interest Payment Period”), during which Extended Interest
Payment Period no interest shall be due and payable; provided, that no Extended Interest Payment
Period may extend beyond the Maturity Date or end on a date other than an Interest Payment Date. To
the extent permitted by applicable law, interest, the payment of which has been deferred because of
the extension of the interest payment period pursuant to this Section 5.1, shall bear interest
thereon at the Coupon Rate compounded quarterly for each quarter of the Extended Interest Payment
Period (“Compounded Interest”). At the end of the Extended Interest Payment Period, the Company
shall calculate (and deliver such calculation to the Indenture Trustee) and pay all interest
accrued and unpaid on the Debentures, including any Additional Interest and Compounded Interest
(together, “Deferred Interest”) that shall be payable to the holders of the Debentures in whose
names the Debentures are registered in the Debenture Register on the first record date after the
end of the Extended Interest Payment Period. Before the termination of any Extended Interest
Payment Period, the Company may further extend such period so long as no Event of Default has
occurred and is continuing, provided that such period together with all such further extensions
thereof shall not exceed 20 consecutive quarters, or extend beyond the Maturity Date of the
Debentures or end on a date other than an Interest Payment Date. Upon the termination of any
Extended Interest Payment Period and upon the payment of all Deferred Interest then due, the
Company may commence a new Extended Interest Payment Period, subject to the foregoing requirements.
No interest shall be due and payable during an Extended Interest Payment Period, except at the end
thereof, but the Company may prepay at any time all or any portion of the interest accrued during
an Extended Interest Payment Period.



Section 5.2 Notice of Extension.




     (a) If the Property Trustee is the only registered holder of the Debentures at the time the
Company selects an Extended Interest Payment Period, the Company shall give written notice to the
Administrative Trustees, the Property Trustee and the Indenture Trustee of its selection of such
Extended Interest Payment Period two Business Days before the earlier of (i) the next succeeding
date on which Distributions (as defined in the Trust Agreement) on the Trust Securities issued by
the Trust are payable; or (ii) the date the Trust is required to give notice of the record date, or
the date such Distributions are payable, to The Nasdaq Global Select Market or other applicable
self-regulatory organization or to holders of the Preferred Securities issued by the Trust, but in
any event at least one Business Day before such record date.



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     (b) If the Property Trustee is not the only registered holder of Debentures at the time the
Company selects an Extended Interest Payment Period, the Company shall give the holders of the
Debentures and the Indenture Trustee written notice of its selection of such Extended Interest
Payment Period at least two Business Days before the earlier of (i) the next succeeding Interest
Payment Date; or (ii) the date the Company is required to give notice of the record or payment date
of such interest payment to The Nasdaq Global Select Market or other applicable self-regulatory
organization or to holders of the Debentures.



     (c) The quarter in which any notice is given pursuant to paragraphs (a) or (b) of this Section
5.2 shall be counted as one of the 20 quarters permitted in the maximum Extended Interest Payment
Period permitted under Section 5.1.



Section 5.3 Limitation on Transactions.




     If (i) the Company shall exercise its right to defer payment of interest as provided in
Section 5.1, or (ii) there shall have occurred and be continuing any Event of Default, then (a) the
Company shall not declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock
(other than (A) dividends or distributions in common stock of the Company, or any declaration of a
non-cash dividend in connection with the implementation of a shareholder rights plan, or the
issuance of stock under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (B) purchases of common stock of the Company related to the rights under
any of the Company’s benefit plans for its directors, officers or employees, or (C) as a result of
a reclassification of its capital stock for another class of its capital stock), or allow any of
its Subsidiaries to take any such action with respect to such Subsidiaries’ capital stock (other
than payment of dividends or distributions to the Company; (b) the Company shall not make, or allow
any of its Subsidiaries to make, any payment of interest, principal or premium, if any, or repay,
repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior
to the Debentures; (c) the Company shall not make, or allow any of its Subsidiaries to make, any
guarantee payment with respect to any guarantee by the Company of the debt securities of any
subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures;
provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its
obligations under the Preferred Securities Guarantee; and (d) the Company shall not redeem,
purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.



ARTICLE VI — PARTICULAR COVENANTS OF THE COMPANY




Section 6.1 Payment of Principal and Interest.




     The Company shall duly and punctually pay or cause to be paid the principal of and interest on
the Debentures at the time and place and in the manner provided herein. Each such payment of the
principal of and interest on the Debentures shall relate only to the Debentures, shall not be
combined with any other payment of the principal of or interest on any other obligation of the
Company, and shall be clearly and unmistakably identified as pertaining to the Debentures.



31









 





Section 6.2 Maintenance of Agency.




     So long as any of the Debentures remain Outstanding, the Company shall maintain, or shall
cause to be maintained, an office at 2200 Montauk Highway, Bridgehampton, New York 11932 and at
such other location or locations as may be designated as provided in this Section 6.2, where (i)
Debentures may be presented for payment; (ii) Debentures may be presented as hereinabove authorized
for registration of transfer, conversion or exchange; and (iii) notices and demands to or upon the
Company in respect of the Debentures and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by written notice signed by
its President or an Executive Vice President and delivered to the Indenture Trustee, designate some
other office or agency for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or shall fail to furnish the Indenture Trustee with the address
thereof, such presentations, notices and demands (other than service of process) may be made or
served at the Corporate Trust Office of the Indenture Trustee, and the Company hereby appoints the
Indenture Trustee as its agent to receive all such presentations, notices and demands (other than
service of process). The Company hereby appoints Wilmington Trust Company as its agent for service
of process in the State of Delaware. In addition to any such office or agency, the Company may
from time to time designate one or more offices or agencies where the Debentures may be presented
for registration or transfer and for exchange in the manner provided herein, and the Company may
from time to time rescind such designation as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency for the purposes above mentioned. The Company
shall give the Indenture Trustee prompt written notice of any such designation or rescission
thereof.



Section 6.3 Paying Agents.




     (a) The Company shall be the initial paying agent. If the Company shall appoint one or more
paying agents for the Debentures, other than the Indenture Trustee, the Company shall cause each
such paying agent to execute and deliver to the Indenture Trustee an instrument in which such agent
shall agree with the Indenture Trustee, subject to the provisions of this Section 6.3:



     (i) that it shall hold all sums held by it as such agent for the payment of the principal of
or interest on the Debentures (whether such sums have been paid to it by the Company or by any
other obligor of such Debentures) in trust for the benefit of the Persons entitled thereto;



     (ii) that it shall give the Indenture Trustee notice of any failure by the Company (or by any
other obligor of such Debentures) to make any payment of the principal of or interest on the
Debentures when the same shall be due and payable;



     (iii) that it shall, at any time during the continuance of any failure referred to in the
preceding paragraph (a)(ii) above, upon the written request of the Indenture Trustee, forthwith pay
to the Indenture Trustee all sums so held in trust by such paying agent; and



32









 





     (iv) that it shall perform all other duties of paying agent as set forth in this Indenture.



     (b) If the Company shall act as its own paying agent with respect to the Debentures, it shall
on or before each due date of the principal of or interest on such Debentures, set aside, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such
principal or interest so becoming due on Debentures until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and shall promptly notify the Indenture Trustee of such
action, or any failure (by it or any other obligor on such Debentures) to take such action.
Whenever the Company shall have one or more paying agents for the Debentures, it shall, prior to
each due date of the principal of or interest on any Debentures, deposit with the paying agent a
sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or interest, and (unless such paying agent is
the Indenture Trustee) the Company shall promptly notify the Indenture Trustee of this action or
failure so to act.



     (c) Notwithstanding anything in this Section 6.3 to the contrary, (i) the agreement to hold
sums in trust as provided in this Section 6.3 is subject to the provisions of Section 14.3 and
14.4; and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Indenture Trustee all sums held in trust by the Company or such paying agent, such sums to be
held by the Indenture Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying agent to the
Indenture Trustee, such paying agent shall be released from all further liability with respect to
such money.



Section 6.4 Appointment to Fill Vacancy in Office of Trustee.




     The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, shall
appoint, in the manner provided in Section 10.11, an Indenture Trustee, so that there shall at all
times be an Indenture Trustee hereunder.



Section 6.5 Compliance with Consolidation Provisions.




     The Company shall not, while any of the Debentures remain outstanding, consolidate with, or
merge into, or merge into itself, or sell or convey all or substantially all of its property to any
other company unless the provisions of Article XIII hereof are complied with.



Section 6.6 Limitation on Transactions.




     If Debentures are issued to the Trust or a trustee of the Trust in connection with the
issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would
constitute an Event of Default; (ii) the Company shall be in default with respect to any of its
obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company
shall have given notice of its election to defer payments of interest on such Debentures by
extending the interest payment period as provided in this Indenture and such period, or any
extension thereof, shall be continuing, then (a) the Company shall not declare or pay any



33









 







dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (A) dividends or
distributions in common stock of the Company, or any declaration of a non-cash dividend in
connection with the implementation of a shareholder rights plan, or the issuance of stock under any
such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (B)
purchases of common stock of the Company related to the rights under any of the Company’s benefit
plans for its directors, officers or employees, or (C) as a result of a reclassification of its
capital stock for another class of its capital stock), or allow any of its Subsidiaries to take any
such action with respect to such Subsidiaries’ capital stock (other than payment of dividends or
distributions to the Company; (b) the Company shall not make, or allow any of its Subsidiaries to
make, any payment of interest, principal or premium, if any, or repay, repurchase or redeem any
debt securities issued by the Company which rank pari passu with or junior to the Debentures; (c)
the Company shall not make, or allow any of its Subsidiaries to make, any guarantee payment with
respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if
such guarantee ranks pari passu with or junior to the Debentures; provided, however, that
notwithstanding the foregoing the Company may make payments pursuant to its obligations under the
Preferred Securities Guarantee; and (d) the Company shall not redeem, purchase or acquire less than
all of the outstanding Debentures or any of the Preferred Securities.



Section 6.7 Covenants as to the Trust.




     For so long as such Trust Securities of the Trust remain outstanding, the Company shall (i)
maintain 100% direct or indirect ownership of the Common Securities of the Trust; provided,
however, that any permitted successor of the Company under this Indenture may succeed to the
Company’s ownership of the Common Securities; (ii) not voluntarily terminate, wind up or liquidate
the Trust, except upon prior approval of, or non-objection from, the Federal Reserve if then so
required under applicable capital guidelines, policies or regulations of the Federal Reserve; (iii)
use its reasonable efforts to cause the Trust (a) to remain a business trust (and to avoid
involuntary termination, winding up or liquidation), except in connection with a distribution of
Debentures, the redemption of all of the Trust Securities of the Trust or certain mergers,
consolidations or amalgamations, each as permitted by the Trust Agreement; and (b) to otherwise
continue not to be treated as an association taxable as a corporation or partnership for United
States federal income tax purposes; (iv) use its reasonable efforts to cause each holder of Trust
Securities to be treated as owning an individual beneficial interest in the Debentures; and (v) to
fulfill all filing and reporting obligations under the Exchange Act, as applicable, to a company
having a class of securities registered under the Exchange Act.



Section 6.8 Covenants as to Purchases.




     Except upon the exercise by the Company of its right to redeem the Debentures pursuant to
Section 3.2 upon the occurrence and continuation of a Special Event or pursuant to Section 3.3(b),
prior to September 30, 2014, the Company shall not purchase any Debentures, in whole or in part,
from the Trust.



34









 





Section 6.9 Waiver of Usury, Stay or Extension Laws.




     The Company shall not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performances of this Indenture, and
the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.



ARTICLE VII — DEBENTUREHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE




Section 7.1 Company to Furnish Trustee Names and Addresses of Debentureholders.




     The Company shall furnish or cause to be furnished to the Indenture Trustee (a) on a quarterly
basis on each regular record date (as described in Section 2.5) a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the holders of the
Debentures as of such regular record date, provided that the Company shall not be obligated to
furnish or cause to furnish such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Indenture Trustee by the Company (in the event the
Company fails to provide such list on a quarterly basis, the Indenture Trustee shall be entitled to
rely on the most recent list provided by the Company); and (b) at such other times as the Indenture
Trustee may request in writing within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however, that, in either case, no such list need be furnished if the
Indenture Trustee shall be the Debenture Registrar.



Section 7.2 Preservation of Information Communications with Debentureholders.




     (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the holders of Debentures contained in the most
recent list furnished to it as provided in Section 7.1 and as to the names and addresses of holders
of Debentures received by the Indenture Trustee in its capacity as registrar for the Debentures (if
acting in such capacity).



     (b) The Indenture Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.



     (c) Debentureholders may communicate as provided in Section 312(b) of the Trust Indenture Act
with other Debentureholders with respect to their rights under this Indenture or under the
Debentures.



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Section 7.3 Reports by the Company.




     (a) The Company covenants and agrees to file with the Indenture Trustee, within 15 days after
the Company is required to file the same with the Commission, copies of the annual reports and of
the information, documents and other reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations prescribe) that the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;
or, if the Company is not required to file information, documents or reports pursuant to either of
such sections, then to file with the Indenture Trustee and the Commission, in accordance with the
rules and regulations prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.



     (b) The Company covenants and agrees to file with the Indenture Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.



     (c) The Company covenants and agrees to transmit by mail, first class postage prepaid, or
reputable overnight delivery service that provides for evidence of receipt, to the
Debentureholders, as their names and addresses appear upon the Debenture Register, within 30 days
after the filing thereof with the Indenture Trustee, such summaries of any information, documents
and reports required to be filed by the Company pursuant to subsections (a) and (b) of this Section
7.3 as may be required by rules and regulations prescribed from time to time by the Commission.



Section 7.4 [Reserved].




ARTICLE VIII — REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS

ON EVENT OF DEFAULT




Section 8.1 Events of Default.




     (a) Whenever used herein with respect to the Debentures, Event of Default means any one or
more of the following events that has occurred and is continuing:



          (i) the Company defaults in the payment of any installment of interest upon any of the
Debentures, as and when the same shall become due and payable, and continuance of such default for
a period of 30 days; provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of this Indenture shall not constitute a default in the
payment of interest for this purpose;




36









 








          (ii) the Company defaults in the payment of the principal on the Debentures as and when the
same shall become due and payable whether at maturity, upon redemption, by declaration or
otherwise;




          (iii) the Company fails to observe or perform any other of its covenants or agreements with
respect to the Debentures for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice is a Notice of Default
hereunder, shall have been given to the Company by the Indenture Trustee, by registered or
certified mail, or to the Company and the Indenture Trustee by the holders of at least 25% in
principal amount of the Debentures at the time Outstanding;




          (iv) the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary
case; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its
property; or (iv) makes a general assignment for the benefit of its creditors;




          (v) a court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for
relief against the Company in an involuntary case; (ii) appoints a Custodian of the Company for all
or substantially all of its property; or (iii) orders the liquidation of the Company, and the order
or decree remains unstayed and in effect for 90 days; or




          (vi) the Trust shall have voluntarily or involuntarily dissolved, wound-up its business or
otherwise terminated its existence except in connection with (i) the distribution of Debentures to
holders of Trust Securities in liquidation of their interests in the Trust; (ii) the redemption of
all of the outstanding Trust Securities of the Trust; or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement.




     (b) In each and every such case referred to in paragraph (i) through (vi) of Section 8.1(a),
unless the principal of all the Debentures shall have already become due and payable, either the
Indenture Trustee or the holders of not less than 25% in aggregate principal amount of the
Debentures then Outstanding hereunder, by notice in writing to the Company (and to the Indenture
Trustee if given by such Debentureholders) may declare the principal of all the Debentures to be
due and payable immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, notwithstanding anything contained in this Indenture or in the
Debentures.



     (c) At any time after the principal of the Debentures shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the holders of a majority in aggregate principal
amount of the Debentures then Outstanding hereunder, by written notice to the Company and the
Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Company
has paid or deposited with the Indenture Trustee a sum sufficient to pay all matured installments
of interest upon all the Debentures and the principal of any and all Debentures that shall have
become due otherwise than by acceleration (with interest upon such principal, and, to the extent
that such payment is enforceable under applicable law, upon overdue installments of interest, at
the rate per annum expressed in the Debentures to the date of such payment or



37









 







deposit) and the amount payable to the Indenture Trustee under Section 10.7; and (ii) any and
all Events of Default under this Indenture, other than the nonpayment of principal on Debentures
that shall not have become due by their terms, shall have been remedied or waived as provided in
Section 8.6. No such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.



     (d) In case the Indenture Trustee shall have proceeded to enforce any right with respect to
Debentures under this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have been determined
adversely to the Indenture Trustee, then and in every such case the Company and the Indenture
Trustee shall be restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Indenture Trustee shall continue as though no
such proceedings had been taken.



Section 8.2 Collection of Indebtedness and Suits for Enforcement by Trustee.




     (a) The Company covenants that (1) in case it shall default in the payment of any installment
of interest on any of the Debentures, and such default shall have continued for a period of 30
days; or (2) in case it shall default in the payment of the principal of any of the Debentures when
the same shall have become due and payable, whether upon maturity of the Debentures or upon
redemption or upon declaration or otherwise, then, upon demand of the Indenture Trustee, the
Company shall pay to the Indenture Trustee, for the benefit of the holders of the Debentures, the
whole amount that then shall have become due and payable on all such Debentures for principal or
interest, or both, as the case may be, with interest upon the overdue principal and (to the extent
that payment of such interest is enforceable under applicable law and, if the Debentures are held
by the Trust or a trustee of the Trust, without duplication of any other amounts paid by the Trust
or trustee in respect thereof) upon overdue installments of interest at the rate per annum
expressed in the Debentures; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, and the amount payable to the Indenture Trustee
under Section 10.7.



     (b) If the Company shall fail to pay such amounts set forth in Section 8.2(a) forthwith upon
such demand, the Indenture Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the Debentures and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or other obligor upon the Debentures,
wherever situated.



     (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trust, or
the creditors or property of either, the Indenture Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by the court and shall (except as may
be otherwise provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the



38









 







Indenture Trustee and of the holders of the Debentures allowed for the entire amount due and
payable by the Company under this Indenture at the date of institution of such proceedings and for
any additional amount that may become due and payable by the Company after such date, and to
collect and receive any moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Indenture Trustee under
Section 10.7; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of the Debentures to make such payments to the Indenture Trustee,
and, in the event that the Indenture Trustee shall consent to the making of such payments directly
to such Debentureholders, to pay to the Indenture Trustee any amount due it under Section 10.7.



     (d) All rights of action and of asserting claims under this Indenture, or under any of the
terms established with respect to the Debentures, may be enforced by the Indenture Trustee without
the possession of any of such Debentures, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the Indenture Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for payment to the Indenture Trustee of any amounts due under Section 10.7,
be for the ratable benefit of the holders of the Debentures. In case of an Event of Default
hereunder, the Indenture Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the Indenture Trustee
shall deem most effectual to protect and enforce any of such rights, either at law or in equity or
in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to
enforce any other legal or equitable right vested in the Indenture Trustee by this Indenture or by
law. Nothing contained herein shall be deemed to authorize the Indenture Trustee to authorize or
consent to or accept or adopt on behalf of any Debentureholder any plan of reorganization,
arrangement, adjustment or composition affecting the Debentures or the rights of any holder thereof
or to authorize the Indenture Trustee to vote in respect of the claim of any Debentureholder in any
such proceeding.



Section 8.3 Application of Moneys Collected.




     Any moneys or other assets collected by the Indenture Trustee pursuant to this Article VIII
with respect to the Debentures shall be applied in the following order, at the date or dates fixed
by the Indenture Trustee and, in case of the distribution of such moneys or other assets on account
of principal or interest, upon presentation of the Debentures, and notation thereon the payment, if
only partially paid, and upon surrender thereof if fully paid:



     FIRST: To the payment of costs and expenses of collection and of all amounts payable to the
Indenture Trustee under Section 10.7;



     SECOND: To the payment of all Senior Indebtedness of the Company if and to the extent required
by Article XVII; and



     THIRD: To the payment of the amounts then due and unpaid upon the Debentures for principal and
interest, in respect of which or for the benefit of which such money has been



39









 







collected, ratably, without preference or priority of any kind, according to the amounts due
and payable on such Debentures for principal and interest, respectively.



Section 8.4 Limitation on Suits.




     (a) Except as set forth in this Indenture, no holder of any Debenture shall have any right by
virtue or by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Indenture Trustee written notice of an Event of Default and of
the continuance thereof with respect to the Debentures specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the
Debentures then Outstanding shall have made written request upon the Indenture Trustee to institute
such action, suit or proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have offered to the Indenture Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby; (iv) the Indenture Trustee for
60 days after its receipt of such notice, request and offer of indemnity, shall have failed to
institute any such action, suit or proceeding; and (v) during such 60 day period, the holders of a
majority in principal amount of the Debentures do not give the Indenture Trustee a direction
inconsistent with the request.



     (b) Notwithstanding anything contained herein to the contrary or any other provisions of this
Indenture, the right of any holder of the Debentures to receive payment of the principal of and
interest on the Debentures, as therein provided, on or after the respective due dates expressed in
such Debenture (or in the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption date, shall not be
impaired or affected without the consent of such holder. By accepting a Debenture hereunder it is
expressly understood, intended and covenanted by the taker and holder of every Debenture with every
other such taker and holder and the Indenture Trustee, that no one or more holders of Debentures
shall have any right in any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other of such
Debentures, or to obtain or seek to obtain priority over or preference to any other such holder, or
to enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Debentures. For the protection and enforcement of the
provisions of this Section 8.4, each and every Debentureholder and the Indenture Trustee shall be
entitled to such relief as can be given either at law or in equity.



Section 8.5 Rights and Remedies Cumulative; Delay or Omission Not Waiver.




     (a) Except as otherwise provided in Section 2.9(b), all powers and remedies given by this
Article VIII to the Indenture Trustee or to the Debentureholders shall, to the extent permitted by
law, be deemed cumulative and not exclusive of any other powers and remedies available to the
Indenture Trustee or the holders of the Debentures, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained in this Indenture
or otherwise established with respect to such Debentures.




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     (b) No delay or omission of the Indenture Trustee or of any holder of any of the Debentures to
exercise any right or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such
default or on acquiescence therein; and, subject to the provisions of Section 8.4, every power and
remedy given by this Article VIII or by law to the Indenture Trustee or the Debentureholders may be
exercised from time to time, and as often as shall be deemed expedient, by the Indenture Trustee or
by the Debentureholders.



Section 8.6 Control by Debentureholders.




     The holders of a majority in aggregate principal amount of the Debentures at the time
Outstanding, determined in accordance with Section 11.4, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or
exercising any trust or power conferred on the Indenture Trustee; provided, however, that such
direction shall not be in conflict with any rule of law or with this Indenture. Subject to the
provisions of Section 10.1, the Indenture Trustee shall have the right to decline to follow any
such direction if the Indenture Trustee in good faith shall, by a Responsible Officer or Officers
of the Indenture Trustee, determine that the proceeding so directed would involve the Indenture
Trustee in personal liability. The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding affected thereby, determined in accordance with Section 11.4,
may on behalf of the holders of all of the Debentures, waive any past default in the performance of
any of the covenants contained herein and its consequences, except (i) a default in the payment of
the principal of, or interest on, any of the Debentures as and when the same shall become due by
the terms of such Debentures otherwise than by acceleration (unless such default has been cured and
a sum sufficient to pay all matured installments of interest and principal has been deposited with
the Indenture Trustee (in accordance with Section 8.1(c)); (ii) a default in the covenants
contained in Section 6.7; or (iii) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the holder of each Outstanding Debenture affected;
provided, however, that if the Debentures are held by the Trust or a trustee of the Trust, such
waiver or modification to such waiver shall not be effective until the holders of a majority in
liquidation preference of Trust Securities of the Trust shall have consented to such waiver or
modification to such waiver; provided further, that if the consent of the holder of each
Outstanding Debenture is required, such waiver shall not be effective until each holder of the
Trust Securities of the Trust shall have consented to such waiver. Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Indenture Trustee and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.



Section 8.7 Undertaking to Pay Costs.




     All parties to this Indenture agree, and each holder of any Debentures by such holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may



41









 







in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 8.7 shall not apply to any
suit instituted by the Indenture Trustee, to any suit instituted by any Debentureholder or group of
Debentureholders holding more than 10% in aggregate principal amount of the Outstanding Debentures,
or to any suit instituted by any Debentureholder for the enforcement of the payment of the
principal of or interest on the Debentures, on or after the respective due dates expressed in such
Debenture or established pursuant to this Indenture.



Section 8.8 Direct Action; Right of Set-Off




     In the event that an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest on or principal of the Debentures on an
Interest Payment Date or Maturity Date, as applicable, then a holder of Preferred Securities may
institute a legal proceeding directly against the Company for enforcement of payment to such holder
of the principal of or interest on such Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities of such holders (a “Direct Action”). In connection
with such Direct Action, the Company will have a right of set-off under this Indenture to the
extent of any payment actually made by the Company to such holder of the Preferred Securities with
respect to such Direct Action.



ARTICLE IX — FORM OF DEBENTURE AND ORIGINAL ISSUE




Section 9.1 Form of Debenture.




     The Debenture and the Indenture Trustee’s Certificate of Authentication to be endorsed thereon
are to be substantially in the forms contained as Exhibit A to this Indenture, attached
hereto and incorporated herein by reference.



Section 9.2 Original and Ongoing Issue of Debentures.




     Debentures in the aggregate principal amount of up to $15,001,500 may, upon execution of this
Indenture and subject to Section 2.6(c), be executed by the Company and delivered to the Indenture
Trustee for authentication. The Indenture Trustee shall thereupon authenticate and deliver said
Debentures to or upon the written order of the Company, signed by its President, or any Vice
President and its Chief Financial Officer or the Treasurer or an Assistant Treasurer, without any
further action by the Company.



     If at any time after the execution and delivery of this Indenture, the Trust issues any
additional Preferred Securities, then simultaneously with any such issuance, the Company will
deliver additional Debentures executed by the Company to the Indenture Trustee for authentication,
together with a written order of the Company for the authentication and delivery of such Debentures
signed by its President or any Executive Vice President and its Chief Financial Officer or the
Treasurer or any Assistant Treasurer in an amount principal amount equal to (i) the aggregate
liquidation value of the Preferred Securities then issued, plus (ii) one dollar ($1.00) for every
$1,000 in aggregate liquidation value of Preferred Securities then issued,



42









 







and the Indenture Trustee in accordance with such written order shall authenticate and deliver
such Debentures; provided that the aggregate principal amount of any and all such Debentures
delivered to the Indenture Trustee pursuant to this Section 9.2 shall not exceed $15,001,500.



ARTICLE X — CONCERNING THE INDENTURE TRUSTEE




Section 10.1 Certain Duties and Responsibilities of the Indenture Trustee.




     (a) The Indenture Trustee, prior to the occurrence of an Event of Default and after the curing
of all Events of Default that may have occurred, shall undertake to perform with respect to the
Debentures such duties and only such duties as are specifically set forth in this Indenture, and no
implied covenants shall be inferred or implied in this Indenture against the Indenture Trustee. In
case an Event of Default has occurred that has not been cured or waived, the Indenture Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.



     (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from
liability for its own grossly negligent action, its own grossly negligent failure to act, or its
own willful misconduct, except that:



          (i) prior to the occurrence of an Event of Default and after the curing or waiving of all such
Events of Default that may have occurred:




               (1) the duties and obligations of the Indenture Trustee shall with respect to the Debentures
be determined solely by the express provisions of this Indenture, and the Indenture Trustee shall
not be liable with respect to the Debentures except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be inferred or implied in this Indenture against the Indenture Trustee; and



               (2) in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee
may with respect to the Debentures conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that by any provision hereof are specifically required to be furnished to
the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture, but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein. This Section
10.1(b)(i)(2) shall be in lieu of Section 315(a) of the Trust Indenture Act and such Section 315(a)
is hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act;



          (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer or Responsible Officers of the Indenture Trustee, unless it




43









 







shall be proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent
facts;




          (iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the holders of not less than a
majority in principal amount of the Debentures at the time Outstanding relating to the time, method
and place of conducting any proceeding for any remedy available to the Indenture Trustee, or
exercising any trust or power conferred upon the Indenture Trustee under this Indenture with
respect to the Debentures; and




          (iv) none of the provisions contained in this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur personal financial liability in the performance of
any of its duties or in the exercise of any of its rights or powers, if it believes that the
repayment of such funds or liability is not reasonably assured to it under the terms of this
Indenture or that adequate indemnity against such risk is not reasonably assured to it.




Section 10.2 Notice of Defaults.




     Subject to Section 10.3(c), within 90 days after actual knowledge by a Responsible Officer of
the Indenture Trustee of the occurrence of any default hereunder with respect to the Debentures,
the Indenture Trustee shall transmit by mail to all holders of the Debentures, as their names and
addresses appear in the Debenture Register, notice of such default, unless such default shall have
been cured or waived before the giving of such notice; provided, however, that, except in the case
default in the payment of the principal or interest (including any Additional Interest) on any
Debenture, the Indenture Trustee shall be protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust committee of the directors and/or
Responsible Officers of the Indenture Trustee determines in good faith that the withholding of such
notice is in the interests of the holders of such Debentures; and provided, further, that in the
case of any default of the character specified in Section 8.1(a)(iii), no such notice to holders of
Debentures need be sent until at least 30 days after the occurrence thereof. For the purposes of
this Section 10.2, the term default means any event which is, or after notice or lapse of time or
both, would become, an Event of Default with respect to the Debentures.



Section 10.3 Certain Rights of Trustee.




     Except as otherwise provided in Section 10.1:



     (a) The Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness,
security or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;



     (b) Any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name of the Company by
its President or any Vice President and by the Secretary or an Assistant Secretary or



44









 







the Treasurer or an Assistant Treasurer thereof (unless other evidence in respect thereof is
specifically prescribed herein);



     (c) The Trustee shall be deemed not to have notice or knowledge of a default or an Event of
Default, other than an Event of Default specified in Section 8.1(a)(i) or (ii), unless and until it
receives written notification of such default or Event of Default from the Company or from holders
of at least 25% of the aggregate principal amount of the Debentures at the time Outstanding and
such notice references the Debentures and this Indenture;



     (d) At the Company’s expense, the Trustee may consult with counsel selected by it and the
written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder in good faith and in
reliance thereon;



     (e) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the Debentureholders,
pursuant to the provisions of this Indenture, unless such Debentureholders shall have offered to
the Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the
costs, expenses and liabilities that may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default
(that has not been cured or waived) to exercise with respect to the Debentures such of the rights
and powers vested in it by this Indenture, and to use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in the conduct of his
or her own affairs;



     (f) The Indenture Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture;



     (g) The Indenture Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, approval, bond, debenture, note, other evidence of
indebtedness, security, or other papers or documents, unless requested in writing so to do by the
holders of not less than a majority in principal amount of the Outstanding Debentures (determined
as provided in Section 11.4), but the Indenture Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture
Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of any kind by reason
of such inquiry or investigation; provided, however, that if the payment within a reasonable time
to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to
the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture
Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such examination



45









 







shall be paid by the Company or, if paid by the Indenture Trustee, shall be repaid by the
Company upon demand; and



     (h) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Indenture Trustee
shall not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed in good faith; and



     (i) The rights, privileges, protections, immunities and benefits given to the Indenture
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Indenture Trustee in each of its capacities hereunder, and to each agent,
custodian and other person employed to act hereunder; and



     (j) The Indenture Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any
person authorized to sign an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.



Section 10.4 Indenture Trustee Not Responsible for Recitals, Etc.




     (a) The Recitals contained herein and in the Debentures shall be taken as the statements of
the Company, and the Indenture Trustee assumes no responsibility for the correctness of the same.



     (b) The Indenture Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debentures.



     (c) The Indenture Trustee shall not be accountable for the use or application by the Company
of any of the Debentures or of the proceeds of such Debentures, or for the use or application of
any moneys paid over by the Indenture Trustee in accordance with any provision of this Indenture,
or for the use or application of any moneys received by any paying agent other than the Indenture
Trustee.



     (d) The Indenture Trustee shall not be responsible for any statement in the private placement
memorandum of the Trust and the Company, dated October 15, 2009, as amended from time to time, with
respect to the Debentures and the Trust Securities, or the determination as to which beneficial
owners are entitled to receive any notices hereunder.



Section 10.5 May Hold Debentures.




     The Indenture Trustee or any paying agent or registrar for the Debentures, in its individual
or any other capacity, may become the owner or pledgee of Debentures or Trust Securities and may
deal with the Company or its Affiliate with the same rights it would have if it were not Indenture
Trustee, paying agent or Debenture Registrar. However, the Indenture Trustee must comply with
Sections 10.9 and 10.10 hereof.



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Section 10.6 Moneys Held in Trust.




     Subject to the provisions of Section 14.5, all moneys received by the Indenture Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent required by law. The
Indenture Trustee (acting in any capacity hereunder) shall be under no liability for interest on
any moneys received by it hereunder except such as it may agree in writing with the Company to pay
thereon.



Section 10.7 Compensation and Reimbursement.




     (a) The Company covenants and agrees to pay to the Indenture Trustee, and the Indenture
Trustee shall be entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust), as the Company
and the Indenture Trustee may from time to time agree in writing, for all services rendered by it
in the execution of the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Indenture Trustee (acting in any capacity hereunder), and,
except as otherwise expressly provided herein, the Company shall pay or reimburse the Indenture
Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made
by the Indenture Trustee in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses, advances and disbursements of its agents or counsel and
of all other Persons not regularly in its employ) except any such expense, disbursement or advance
as may be caused by its gross negligence or bad faith. The Company also covenants to indemnify the
Indenture Trustee and any predecessor Indenture Trustee (and their officers, agents, directors and
employees) for, and to hold them harmless against, any damage, loss, liability, penalty, cost,
claim or expense of any kind or nature whatsoever, including attorney’s fees and expenses, and
taxes (other than taxes based upon, measured by or determined by the income of the Indenture
Trustee or such indemnified party)) incurred without gross negligence or bad faith on the part of
the Indenture Trustee and arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder.



     (b) The obligations of the Company under this Section 10.7 to compensate and indemnify the
Indenture Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Debentures upon all property and funds held or collected by the
Trustee as such, except funds held in trust to pay the principal amount, plus accrued and unpaid
interest on particular Debentures.



     (c) The Company’s payment obligations pursuant to this Section 10.7 shall survive the
discharge of this indenture and the resignation or removal of the Indenture Trustee. When the
Indenture Trustee incurs expenses after the occurrence of a default specified in Section 8.1(a)(iv)



47









 







or (v), the expenses including the reasonable charges and expenses of its counsel, are
intended to constitute expenses of administration under any Bankruptcy Law.



Section 10.8 Reliance on Officers’ Certificate.




     Except as otherwise provided in Section 10.1, whenever in the administration of the provisions
of this Indenture the Indenture Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the
absence of gross negligence or bad faith on the part of the Indenture Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to the Indenture Trustee
and such certificate, in the absence of gross negligence or bad faith on the part of the Indenture
Trustee, shall be full warrant to the Indenture Trustee for any action taken, suffered or omitted
to be taken by it under the provisions of this Indenture upon the faith thereof.



Section 10.9 Disqualification: Conflicting Interests.




     If the Indenture Trustee has or shall acquire any conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Indenture Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture Act.



Section 10.10 Corporate Indenture Trustee Required; Eligibility.




     There shall at all times be an Indenture Trustee with respect to the Debentures issued
hereunder which shall at all times be a corporation organized and doing business under the laws of
the United States of America or any state or territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus of at least
$100,000,000, and subject to supervision or examination by federal, state, territorial, or District
of Columbia authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 10.10, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Indenture Trustee. In case at any
time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this
Section 10.10, the Indenture Trustee shall resign immediately in the manner and with the effect
specified in Section 10.11. Nothing herein contained shall prevent the Indenture Trustee from
filing with the Commission the application referred to in the penultimate paragraph of Trust
Indenture Act Section 31 0(b).



Section 10.11 Resignation and Removal; Appointment of Successor.




     (a) The Indenture Trustee or any successor hereafter appointed, may at any time resign by
giving written notice thereof to the Company and by transmitting notice of resignation by mail,



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first class postage prepaid, to the Debentureholders, as their names and addresses appear upon
the Debenture Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to Debentures by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the
resigning Indenture Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Indenture Trustee may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor trustee with respect
to Debentures, or the holders of a majority of the outstanding Debentures may, subject to the
provisions of Sections 10.9 and 10.10, on behalf of themselves and all others similarly situated,
petition any such court at the expense of the Company for the appointment of a successor trustee.
Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.



     (b) In case at any time any one of the following shall occur:



          (i) the Indenture Trustee shall fail to comply with the provisions of Section 10.9 after
written request therefor by the Company or by any Debentureholder who has been a bona fide holder
of a Debenture or Debentures for at least six months; or




          (ii) the Indenture Trustee shall cease to be eligible in accordance with the provisions of
Section 10.10 and shall fail to resign after written request therefor by the Company or by any such
Debentureholder; or




          (iii) the Indenture Trustee shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Indenture Trustee
or of its property shall be appointed or consented to, or any public officer shall take charge or
control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,



then, in any such case, the Company may remove the Indenture Trustee with respect to all Debentures
and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board
of Directors, one copy of which instrument shall be delivered to the Indenture Trustee so removed
and one copy to the successor trustee, or, subject to the provisions of Sections 10.9 and 10.10,
unless the Indenture Trustee’s duty to resign is stayed as provided herein, any Debentureholder who
has been a bona fide holder of a Debenture or Debentures for at least six months may, on behalf of
that holder and all others similarly situated, petition any court of competent jurisdiction for the
removal of the Indenture Trustee and the appointment of a successor trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe, remove the Indenture
Trustee and appoint a successor trustee.




     (c) The holders of a majority in aggregate principal amount of the Debentures at the time
Outstanding may at any time remove the Indenture Trustee by so notifying the Indenture Trustee and
the Company and may appoint a successor Trustee with the consent of the Company.



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     (d) Any resignation or removal of the Indenture Trustee and appointment of a successor trustee
with respect to the Debentures pursuant to any of the provisions of this Section 10.11 shall become
effective upon acceptance of appointment by the successor trustee as provided in Section 10.12.



     (e) Any successor trustee appointed pursuant to this Section 10.11 may be appointed with
respect to the Debentures, and at any time there shall be only one Trustee with respect to the
Debentures.



Section 10.12 Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor trustee with respect to the
Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Indenture Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the
Company or the successor trustee, such retiring Indenture Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor trustee all the rights,
powers, and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to
such successor trustee all property and money held by such retiring Indenture Trustee hereunder
subject to the lien provided for in Section 10.7.



     (b) Upon request of any successor trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor trustee all such rights,
powers and trusts referred to in paragraph (a) of this Section 10.12.



     (c) No successor trustee shall accept its appointment unless at the time of such acceptance
such successor trustee shall be qualified and eligible under this Article X.



     (d) Upon acceptance of appointment by a successor trustee as provided in this Section 10.12,
the Company shall transmit notice of the succession of such trustee hereunder by mail, first class
postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture
Register. If the Company fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.



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Section 10.13 Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Indenture Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business or assets of the Indenture Trustee, shall be the successor of the
Indenture Trustee hereunder, provided that such corporation shall be qualified and eligible under
the provisions of Section 10.10, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any
Debentures shall have been authenticated, but not delivered, by the Indenture Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Indenture
Trustee may adopt such authentication and deliver the Debentures so authenticated with the same
effect as if such successor Indenture Trustee had itself authenticated such Debentures.



Section 10.14 Preferential Collection of Claims Against the Company.




     The Indenture Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture Act. An Indenture
Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture
Act to the extent indicated therein.



ARTICLE XI — CONCERNING THE DEBENTUREHOLDERS




Section 11.1 Evidence of Action by Holders.




     (a) Whenever in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Debentures may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders of such majority or
specified percentage have joined therein may be evidenced by any instrument or any number of
instruments of similar tenor executed by such holders of Debentures in Person or by agent or proxy
appointed in writing.



     (b) If the Company shall solicit from the Debentureholders any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by
an Officers’ Certificate, fix in advance a record date for the determination of Debentureholders
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Debentureholders of record at the close of business
on the record date shall be deemed to be Debentureholders for the purposes of determining whether
Debentureholders of the requisite proportion of Outstanding Debentures have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Debentures shall be computed as of the record date;
provided, however, that no such authorization, agreement or



51









 







consent by such Debentureholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six months after the
record date.



Section 11.2 Proof of Execution by Debentureholders.




     Subject to the provisions of Section 10.3, proof of the execution of any instrument by a
Debentureholder (such proof shall not require notarization) or such Debentureholder’s agent or
proxy and proof of the holding by any Person of any of the Debentures shall be sufficient if made
in the following manner:



     (a) The fact and date of the execution by any such Person of any instrument may be proved in
any reasonable manner acceptable to the Indenture Trustee.



     (b) The ownership of Debentures shall be proved by the Debenture Register of such Debentures
or by a certificate of the Debenture Registrar thereof.



     (c) The Indenture Trustee may require such additional proof of any matter referred to in this
Section 11.2 as it shall deem necessary.



Section 11.3 Who May Be Deemed Owners.




     Prior to the due presentment for registration of transfer of any Debenture, the Company, the
Indenture Trustee, any paying agent, any Authenticating Agent and any Debenture Registrar may deem
and treat the Person in whose name such Debenture shall be registered upon the books of the Company
as the absolute owner of such Debenture (whether or not such Debenture shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the principal of and interest
on such Debenture (subject to Section 2.3) and for all other purposes; and neither the Company nor
the Indenture Trustee nor any paying agent nor any Authenticating Agent nor any Debenture Registrar
shall be affected by any notice to the contrary.



Section 11.4 Certain Debentures Owned by Company Disregarded.




     In determining whether the holders of the requisite aggregate principal amount of Debentures
have concurred in any direction, consent or waiver under this Indenture, the Debentures that are
owned by the Company or any other obligor on the Debentures shall be disregarded and deemed not to
be Outstanding for the purpose of any such determination, except (i) that for the purpose of
determining whether the Indenture Trustee shall be protected in relying on any such direction,
consent or waiver, only Debentures that the Indenture Trustee actually knows are so owned shall be
so disregarded; and (ii) for purposes of this Section 11.4, the Trust shall be deemed not to be
controlled by the Company. The Debentures so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section 11.4, if the pledgee shall establish to
the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such
Debentures and that the pledgee is not a Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any



52









 







such other obligor. In case of a dispute as to such right, any decision by the Indenture
Trustee taken upon the advice of counsel shall be full protection to the Indenture Trustee.



Section 11.5 Actions Binding on Future Debentureholders.




     At any time prior to (but not after) the evidencing to the Indenture Trustee, as provided in
Section 11.1, of the taking of any action by the holders of the majority or percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection with such action, any
holder of a Debenture that is shown by the evidence to be included in the Debentures the holders of
which have consented to such action may, by filing written notice with the Indenture Trustee, and
upon proof of holding as provided in Section 11.2, revoke such action so far as concerns such
Debenture. Except as aforesaid any such action taken by the holder of any Debenture shall be
conclusive and binding upon such holder and upon all future holders and owners of such Debenture,
and of any Debenture issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made upon such Debenture.
Any action taken by the holders of the majority or percentage in aggregate principal amount of the
Debentures specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Indenture Trustee and the holders of all the Debentures.



ARTICLE XII — SUPPLEMENTAL INDENTURES




Section 12.1 Supplemental Indentures without the Consent of Debentureholders.




     In addition to any supplemental indenture otherwise authorized by this Indenture, the Company
and the Indenture Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as
then in effect), without the consent of the Debentureholders, for one or more of the following
purposes:



     (a) to cure any ambiguity, omission, defect, or inconsistency herein, or in the Debentures
provided that such modification or amendment does not, in the good faith opinion of the Company’s
Board of Directors, adversely affect the interests of the holders of the Debentures or the
interests of the holders of the Preferred Securities in any material respect;



     (b) to comply with Article XIII;



     (c) to provide for uncertificated Debentures in addition to or in place of certificated
Debentures;



     (d) to add to the covenants of the Company for the benefit of the holders of all or any of the
Debentures or to surrender any right or power herein conferred upon the Company;



     (e) to add to, delete from, or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication, and delivery of Debentures, only as
herein set forth;



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     (f) to make any change that, in the good faith opinion of the Company’s Board of Directors and
the Indenture Trustee, does not adversely affect the rights of any Debentureholder or holder of any
Preferred Security in any material respect;



     (g) to provide for the issuance of and establish the form and terms and conditions of the
Debentures, to establish the form of any certifications required to be furnished pursuant to the
terms of this Indenture or of the Debentures, or to add to the rights of the holders of the
Debentures;



     (h) to qualify or maintain the qualification of this Indenture under the Trust Indenture Act;
or



     (i) to evidence a consolidation or merger involving the Company as permitted under Section
13.1.



     The Indenture Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and stipulations that
may be therein contained, but the Indenture Trustee shall not be obligated to enter into any such
supplemental indenture that affects the Indenture Trustee’s own rights, duties or immunities under
this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this
Section 12.1 may be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time Outstanding, notwithstanding any of the provisions of Section
12.2.



Section 12.2 Supplemental Indentures with Consent of Debentureholders.




     With the consent (evidenced as provided in Section 11.1) of the holders of not less than a
majority in aggregate principal amount of the Debentures at the time Outstanding, the Company, when
authorized by Board Resolutions, and the Indenture Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of
the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 12.1 the rights of the holders of
the Debentures under this Indenture; provided, however, that no such supplemental indenture shall
without the consent of the holders of each Debenture then Outstanding and affected thereby, (i)
extend the fixed maturity of any Debentures, reduce the principal amount thereof, reduce the rate
or extend the time of payment of interest thereon, or modify the provisions in Article IV with
respect to the conversion of Outstanding Debentures in a manner adverse to the holders thereof, or
without the consent of the holder of each Debenture so affected; or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any such supplemental
indenture; provided further, that if the Debentures are held by the Trust or a trustee of the
Trust, such supplemental indenture shall not be effective until the holders of a majority in
liquidation preference of Trust Securities of the Trust shall have consented to such supplemental
indenture; provided further, that if the consent of the holder of each Outstanding Debenture is
required, such supplemental indenture shall not be effective until



54









 







each holder of the Trust Securities of the Trust shall have consented to such supplemental
indenture. It shall not be necessary for the consent of the Debentureholders affected thereby under
this Section 12.2 to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof.



Section 12.3 Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture pursuant to the provisions of this Article
XII, this Indenture shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Indenture Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all purposes.



Section 12.4 Debentures Affected by Supplemental Indentures.




     Debentures affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this Article XII, may bear a
notation in form approved by the Company, provided such form meets the requirements of any exchange
or automated quotation system in, on or by which the Debentures may be traded, listed or quoted, as
to any matter provided for in such supplemental indenture. If the Company shall so determine, new
Debentures so modified as to conform, in the opinion of the Board of Directors of the Company, to
any modification of this Indenture contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Indenture Trustee and delivered in exchange for the Debentures
then Outstanding.



Section 12.5 Execution of Supplemental Indentures.




     (a) Upon the request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the Indenture Trustee of
evidence of the consent of Debentureholders (or holder of Trust Securities) required to consent
thereto as aforesaid, the Indenture Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Indenture Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee
may in its discretion but shall not be obligated to enter into such supplemental indenture. The
Indenture Trustee, subject to the provisions of Sections 10.1 and 10.3, may receive an Opinion of
Counsel reasonably satisfactory to the Indenture Trustee, and at the Company’s expense, as
conclusive evidence that any supplemental indenture executed pursuant to this Article XII is
authorized or permitted by, and conforms to, the terms of this Article XII and that it is proper
for the Indenture Trustee under the provisions of this Article XII to join in the execution
thereof.



     (b) Promptly after the execution by the Company and the Indenture Trustee of any supplemental
indenture pursuant to the provisions of this Section 12.5, the Indenture Trustee



55









 







shall transmit by mail, first class postage prepaid, a notice, setting forth in general terms
the substance of such supplemental indenture, to the Debentureholders as their names and addresses
appear upon the Debenture Register. Any failure of the Indenture Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture.



ARTICLE XIII — SUCCESSOR CORPORATION




Section 13.1 Company May Consolidate, Etc.




     Nothing contained in this Indenture or in any of the Debentures shall prevent any
consolidation or merger of the Company with or into any other corporation or corporations (whether
or not affiliated with the Company, as the case may be), or successive consolidations or mergers in
which the Company, as the case may be, or its successor or successors shall be a party or parties,
or shall prevent any sale, conveyance, transfer or other disposition of the property of the
Company, as the case may be, or its successor or successors as an entirety, or substantially as an
entirety, to any other corporation (whether or not affiliated with the Company, as the case may be,
or its successor or successors) authorized to acquire and operate the same; provided, however, the
Company hereby covenants and agrees that, (i) upon any such consolidation, merger, sale,
conveyance, transfer or other disposition, the due and punctual payment, in the case of the
Company, of the principal of and interest on all of the Debentures, according to their tenor and
the due and punctual performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Company as the case may be, shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then
in effect) satisfactory in form to the Indenture Trustee executed and delivered to the Indenture
Trustee by the entity formed by such consolidation, or into which the Company, as the case may be,
shall have been merged, or by the entity which shall have acquired such property, and the ultimate
parent entity of such successor entity expressly assumes the obligations of the Company under the
related Preferred Securities Guarantee, to the extent the Preferred Securities are then
Outstanding; (ii) the successor Person is organized under the laws of the United States or any
state or the District of Columbia, and (iii) immediately after giving effect thereto, no Event of
Default, and no event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing.



Section 13.2 Successor Corporation Substituted.




     (a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition
and upon the assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Indenture Trustee and satisfactory in form to the Indenture Trustee, of, in the
case of the Company, the due and punctual payment of the principal of and interest on all of the
Debentures Outstanding and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Company, as the case may be, such successor corporation
shall succeed to and be substituted for the Company, with the same effect as if it had been named
as the Company herein, and thereupon the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Debentures.



56









 





     (b) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition
such changes in phraseology and form (but not in substance) may be made in the Debentures
thereafter to be issued as may be appropriate.



     (c) Nothing contained in this Indenture or in any of the Debentures shall prevent the Company
from merging into itself or acquiring by purchase or otherwise all or any part of the property of
any other Person (whether or not affiliated with the Company).



Section 13.3 Evidence of Consolidation, Etc. to Indenture Trustee.




     The Indenture Trustee, subject to the provisions of Section 10.1 and 10.3, may receive an
Opinion of Counsel reasonably satisfactory to the Indenture Trustee, and at the Company’s expense,
as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other
disposition, and any such assumption, complies with the provisions of this Article XIII.



ARTICLE XIV — SATISFACTION AND DISCHARGE




Section 14.1 Satisfaction and Discharge of Indenture.




     If at any time: (a) the Company shall have delivered to the Indenture Trustee for cancellation
all Debentures theretofore authenticated (other than any Debentures that shall have been destroyed,
lost or stolen and that shall have been replaced or paid as provided in Section 2.9) and all
Debentures for whose payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 14.5); or (b) all such Debentures not
theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable,
or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice
of redemption, and the Company shall deposit or cause to be deposited with the Indenture Trustee as
trust funds the entire amount in moneys or Governmental Obligations sufficient or a combination
thereof, sufficient in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay
at maturity or upon redemption all Debentures not theretofore delivered to the Indenture Trustee
for cancellation, including principal and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company; then this Indenture shall thereupon cease to
be of further effect except for the provisions of Sections 2.3, 2.7, 2.9, 6.1, 6.2, 5.3, 10.7 and
10.10, that shall survive until the date of maturity or redemption date, as the case may be, and
Sections 10.7 and 14.5, that shall survive to such date and thereafter, and the Indenture Trustee,
on demand of the Company and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.



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Section 14.2 Discharge of Obligations.




     If at any time all Debentures not heretofore delivered to the Indenture Trustee for
cancellation or that have not become due and payable as described in Section 14.1 shall have been
paid by the Company by depositing irrevocably with the Indenture Trustee as trust funds moneys or
an amount of Governmental Obligations sufficient in the opinion of a nationally recognized
certified public accounting firm (selected by, and at the expense of, the Company), to pay at
maturity or upon redemption all Debentures not theretofore delivered to the Indenture Trustee for
cancellation, including principal and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Indenture Trustee, the
obligations of the Company under this Indenture shall cease to be of further effect except for the
provisions of Sections 2.3, 2.7, 2.9, 6.1, 6.2, 6.3, 10.6, 10.7 and 14.5 hereof that shall survive
until such Debentures shall mature and be paid. Thereafter, Sections 10.7 and 14.5 shall survive.



Section 14.3 Deposited Moneys to be Held in Trust.




     All monies or Governmental Obligations deposited with the Indenture Trustee pursuant to
Sections 14.1 or 14.2 shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own paying agent), to the
holders of the Debentures for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Indenture Trustee.



Section 14.4 Payment of Monies Held by Paying Agents.




     In connection with the satisfaction and discharge of this Indenture, all moneys or
Governmental Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Indenture Trustee and thereupon such paying agent
shall be released from all further liability with respect to such moneys or Governmental
Obligations.



Section 14.5 Repayment to Company.




     Any monies or Governmental Obligations deposited with any paying agent or the Trustee, or then
held by the Company in trust, for payment of principal of or interest on the Debentures that are
not applied but remain unclaimed by the holders of such Debentures for at least two years after the
date upon which the principal of or interest on such Debentures shall have respectively become due
and payable, shall be repaid to the Company, as the case may be, on December 31 of each year or (if
then held by the Company) shall be discharged from such trust; and thereupon the paying agent and
the Trustee shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Debentures entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company for the payment
thereof.



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ARTICLE XV — IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS




Section 15.1 No Recourse.




     No recourse under or upon any obligation, covenant or agreement of this Indenture, or of the
Debentures, or for any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, past, present or future as such, of the Company
or of any predecessor or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that this Indenture and the obligations issued hereunder are solely corporate obligations, and that
no such personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or
successor corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Debentures or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such incorporator, stockholder,
officer or director as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this Indenture or in
any of the Debentures or implied therefrom, are hereby expressly waived and released by each
Debentureholder as a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Debentures.



ARTICLE XVI — MISCELLANEOUS PROVISIONS




Section 16.1 Effect on Successors and Assigns.




     All the covenants, stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind its respective successors and assigns, whether so expressed or
not.



Section 16.2 Actions by Successor.




     Any act or proceeding by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Company shall and may be done and performed
with like force and effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.



Section 16.3 Surrender of Company Powers.




     The Company by instrument in writing executed by appropriate authority of its Board of
Directors and delivered to the Indenture Trustee may surrender any of the powers reserved to the



59









 







Company, and thereupon such power so surrendered shall terminate both as to the Company, as
the case may be, and as to any successor corporation.



Section 16.4 Notices.




     Except as otherwise expressly provided herein any notice or demand that by any provision of
this Indenture is required or permitted to be given or served by the Indenture Trustee or by the
holders of Debentures to or on the Company may be given or served by being deposited first class
postage prepaid in a post- office letterbox addressed (until another address is filed in writing by
the Company with the Indenture Trustee), as follows: Bridge Bancorp, Inc. 2200 Montauk Highway,
Bridgehampton, New York 11932, Attention: Chief Executive Officer. Any notice, election, request or
demand by the Company or any Debentureholder to or upon the Indenture Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in writing at the
Corporate Trust Office of the Indenture Trustee.



Section 16.5 Governing Law.




     THIS INDENTURE AND EACH DEBENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.



Section 16.6 Treatment of Debentures as Debt.




     It is intended that the Debentures shall be treated as indebtedness and not as equity for
federal income tax purposes. The provisions of this Indenture shall be interpreted to further this
intention.



Section 16.7 Compliance Certificates and Opinions.




     (a) Upon any application or demand by the Company to the Indenture Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the Indenture Trustee
an Officers’ Certificate stating that all conditions precedent provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel stating that in
the opinion of such counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.



     (b) Each certificate or opinion of the Company provided for in this Indenture and delivered to
the Indenture Trustee with respect to compliance with a condition or covenant in this Indenture
shall include (1) a statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such examination or
investigation as, in the opinion of such Person, is necessary to enable him to



60









 







express an informed opinion as to whether or not such covenant or condition has been complied
with; and (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with; provided, however, that each such certificate shall comply with
the provisions of Section 314 of the Trust Indenture Act.



Section 16.8 Payments on Business Days.




     In any case where the date of maturity of interest or principal of any Debenture or the date
of redemption of any Debenture shall not be a Business Day, then payment of interest or principal
may be made on the next succeeding Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such delay), in each case with the
same force and effect as if made on the date such payment was originally payable date.



Section 16.9 Conflict with Trust Indenture Act.




     If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control.



Section 16.10 Counterparts.




     This Indenture may be executed, by facsimile or otherwise, in any number of counterparts, each
of which shall be deemed an original, and together shall constitute but one and the same
instrument.



Section 16.11 Separability.




     In case any one or more of the provisions contained in this Indenture or in the Debentures
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture
or of the Debentures, but this Indenture and the Debentures shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein or therein.



Section 16.12 Assignment.




     The Company shall have the right at all times to assign any of its respective rights or
obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the Company,
provided that, in the event of any such assignment, the Company shall remain liable for all such
obligations. Subject to the foregoing, this Indenture is binding upon and inures to the benefit of
the parties thereto and their respective successors and assigns. Subject to Section 10.13 and
Article XIII, this Indenture may not otherwise be assigned by the parties thereto.



61









 





Section 16.13 Acknowledgment of Rights.




     The Company acknowledges that, with respect to any Debentures held by the Trust or a trustee
of the Trust, if the Property Trustee fails to enforce its rights under this Indenture as the
holder of the Debentures held as the assets of the Trust, any holder of Preferred Securities may
institute legal proceedings directly against the Company to enforce such Property Trustee’s rights
under this Indenture without first instituting any legal proceedings against such Property Trustee
or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred
and is continuing and such event is attributable to the failure of the Company to pay interest or
principal on the Debentures on the date such interest or principal is otherwise payable (or in the
case of redemption, on the redemption date), the Company acknowledges that a holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder on or after the respective due date
specified in the Debentures.



ARTICLE XVII — SUBORDINATION OF DEBENTURES




Section 17.1 Agreement to Subordinate.




     The Company covenants and agrees, and each holder of Debentures issued hereunder by such
holder’s acceptance thereof likewise covenants and agrees, that all Debentures shall be issued
subject to the provisions of this Article XVII; and each holder of a Debenture, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The payment by the Company of the principal of and interest on all Debentures issued
hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and junior
in right of payment to the prior payment in full of all Senior Debt, Subordinated Debt and
Additional Senior Obligations (collectively, “Senior Indebtedness”) to the extent provided herein,
whether outstanding at the date of this Indenture or thereafter incurred. No provision of this
Article XVII shall prevent the occurrence of any default or Event of Default hereunder.



Section 17.2 Default on Senior Debt, Subordinated Debt or Additional Senior Obligations.




     In the event and during the continuation of any default by the Company in the payment of
principal, premium, interest or any other payment due on any Senior Indebtedness of the Company, or
in the event that the maturity of any Senior Indebtedness of the Company has been accelerated
because of a default, then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption payments) of or interest on the Debentures. In the event that,
notwithstanding the foregoing, any payment shall be received by the Indenture Trustee when such
payment is prohibited by the preceding sentence of this Section 17.2, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Indenture Trustee in writing within 90
days of such payment of the amounts then due and owing on the Senior



62









 







Indebtedness and only the amounts specified in such notice to the Indenture Trustee shall be
paid to the holders of Senior Indebtedness.



Section 17.3 Liquidation; Dissolution; Bankruptcy.




     (a) Upon any payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any dissolution or winding-up
or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the
Company shall first be paid in full, or payment thereof provided for in money in accordance with
its terms, before any payment is made by the Company on account of the principal or interest on the
Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any
payment by the Company, or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, which the holders of the Debentures or the Indenture Trustee would
be entitled to receive from the Company (not including amounts payable to the Trustee under Article
X), except for the provisions of this Article XVII, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the holders of the Debentures or by the Indenture Trustee under this Indenture
if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness, before any payment or
distribution is made to the holders of Debentures or to the Indenture Trustee.



     (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of
the Company of any kind or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Indenture Trustee before all Senior Indebtedness of the Company
is paid in full, or provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their representative or representatives, or
to the trustee or trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the Company, as the
case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in
money in accordance with its terms, after giving effect to any concurrent payment or distribution
to or for the benefit of the holders of such Senior Indebtedness.



     (c) For purposes of this Article XVII, the words cash, property or securities shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article XVII with respect
to the Debentures to the payment of all Senior Indebtedness of the Company, as the case



63









 







may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and
(ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in Article XIII shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 17.3 if such other corporation shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article XIII. Nothing in this Article XVII shall
apply to claims of, or payments to, the Indenture Trustee under or pursuant to Article X.



Section 17.4 Subrogation.




     (a) Subject to the payment in full of all Senior Indebtedness of the Company, the rights of
the holders of the Debentures shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or securities of the Company,
as the case may be, applicable to such Senior Indebtedness until the principal of and interest on
the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior Indebtedness of any cash, property or securities to
which the holders of the Debentures or the Indenture Trustee would be entitled except for the
provisions of this Article XVII, and no payment over pursuant to the provisions of this Article
XVII to or for the benefit of the holders of such Senior Indebtedness by holders of the Debentures
or the Indenture Trustee, shall, as between the Company, its creditors other than holders of Senior
Indebtedness of the Company, and the holders of the Debentures, be deemed to be a payment by the
Company to or on account of such Senior Indebtedness. It is understood that the provisions of this
Article XVII are and are intended solely for the purposes of defining the relative rights of the
holders of the Debentures, on the one hand, and the holders of such Senior Indebtedness on the
other hand.



     (b) Nothing contained in this Article XVII or elsewhere in this Indenture or in the Debentures
is intended to or shall impair, as between the Company, its creditors (other than the holders of
Senior Indebtedness of the Company), and the holders of the Debentures, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal
of and interest on the Debentures as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the holders of the
Debentures and creditors of the Company, as the case may be, other than the holders of Senior
Indebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the
Indenture Trustee or the holder of any Debenture from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if any, under this
Article XVII of the holders of such Senior Indebtedness in respect of cash, property or securities
of the Company, as the case may be, received upon the exercise of any such remedy.



64









 





     (c) Upon any payment or distribution of assets of the Company referred to in this Article
XVII, the Indenture Trustee, subject to the provisions of Article X, and the holders of the
Debentures shall be entitled to conclusively rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization
proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to the Indenture
Trustee or to the holders of the Debentures, for the purposes of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article XVII.



Section 17.5 Indenture Trustee to Effectuate Subordination.




     Each holder of Debentures by such holder’s acceptance thereof authorizes and directs the
Indenture Trustee on such holder’s behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article XVII and appoints the Indenture Trustee such
holder’s attorney-in-fact for any and all such purposes.



Section 17.6 Notice by the Company.




     (a) The Company shall give prompt written notice to a Responsible Officer of the Indenture
Trustee of any fact known to the Company that would prohibit the making of any payment of monies to
or by the Indenture Trustee in respect of the Debentures pursuant to the provisions of this Article
XVII. Notwithstanding the provisions of this Article XVII or any other provision of this Indenture,
the Indenture Trustee shall not be charged with knowledge of the existence of any facts that would
prohibit the making of any payment of monies to or by the Indenture Trustee in respect of the
Debentures pursuant to the provisions of this Article XVII, unless and until a Responsible Officer
of the Indenture Trustee shall have received written notice thereof from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such
written notice, the Indenture Trustee, subject to the provisions of Section 10.1, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if the Indenture
Trustee shall not have received the notice provided for in this Section 17.6 at least two Business
Days prior to the date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of or interest on any Debenture),
then, anything herein contained to the contrary notwithstanding, the Indenture Trustee shall have
full power and authority to receive such money and to apply the same to the purposes for which they
were received, and shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.



     (b) The Indenture Trustee, subject to the provisions of Sections 10.1 and 10.3, shall be
entitled to conclusively rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness of the Company (or a trustee on behalf of such
holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a
trustee on behalf of any such holder or holders. In the event that the Indenture Trustee determines
in good faith that further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution pursuant to



65









 







this Article XVII, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article XVII, and, if such evidence
is not furnished, the Indenture Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.



Section 17.7 Rights of the Indenture Trustee; Holders of Senior Indebtedness.




     (a) The Indenture Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XVII in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Indenture Trustee of any of its rights as such holder. The Indenture Trustee’s right to
compensation, reimbursement of expenses and indemnity as set forth in Article X shall not be
subject to the subordination provisions of this Article XVII.



     (b) With respect to the holders of Senior Indebtedness of the Company, the Indenture Trustee
undertakes to perform or to observe only such of its covenants and obligations as are specifically
set forth in this Article XVII, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness shall be read into this Indenture against the Indenture Trustee. The
Indenture Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Section 10.1, the Indenture Trustee shall not be
liable to any holder of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article XVII or otherwise.



Section 17.8 Subordination May Not Be Impaired.




     (a) No right of any present or future holder of any Senior Indebtedness of the Company to
enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or
otherwise be charged with.



     (b) Without in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness of the Company may, at any time and from time to time, without the consent of
or notice to the Indenture Trustee or the holders of the Debentures, without incurring
responsibility to the holders of the Debentures and without impairing or releasing the
subordination provided in this Article XVII or the obligations hereunder of the holders of the
Debentures to the holders of such Senior Indebtedness, do any one or more of the following: (i)
change the manner, place or terms of payment or extend the time of payment of, or renew or alter,
such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness
or any instrument evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness; (iii) release any Person



66









 







liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.



67









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as
of the day and year first above written.



	 	 	 	 	 
	 	BRIDGE BANCORP, INC.

 	 
	 	By:  	/s/ Kevin M. O’Connor
 	 
	 	 	Name:  	Kevin M. O’Connor 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	WILMINGTON TRUST COMPANY,

as Indenture Trustee

 	 
	 	By:  	/s/ Joshua C. Jones
 	 
	 	 	Name:  	Joshua C. Jones 	 
	 	 	Title:  	Financial Services Officer 	 
	 




68











 







EXHIBIT A




(FORM OF FACE OF DEBENTURE)




BRIDGE BANCORP, INC.




8.50% CONVERTIBLE SUBORDINATED DEBENTURE




DUE DECEMBER 31, 2039




			
	 	 	 
	NO. D     -1
	 	$                    






     Bridge Bancorp, Inc., a New York corporation (the Company, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to, Wilmington Trust Company, as Property Trustee for Bridge Statutory Capital Trust II, or
registered assigns, the principal sum of [                                                            ] Dollars
($                    ) on
December 31, 2039, (the Stated Maturity), and to pay interest on said principal sum from October
23, 2009, or from the most recent interest payment date (each such date, an “Interest Payment
Date”) to which interest has been paid or duly provided for, quarterly (subject to deferral as set
forth herein) in arrears on the last day of March, June, September and December of each year
commencing December 31, 2009, at the rate of 8.50% per annum until the principal hereof shall have
become due and payable, and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. The
amount of interest for any partial period shall be computed on the basis of the number of days
elapsed in a 360-day year of twelve 30-day months. In the event that any date on which interest is
payable on this Debenture is not a business day, then payment of interest payable on such date
shall be made on the next succeeding day that is a business day (and without any interest or other
payment in respect of any such delay) except that, if such business day is in the next succeeding
calendar year, payment of such interest will be made on the immediately preceding business day, in
each case, with the same force and effect as if made on such date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided
in the Indenture, be paid to the person in whose name this Debenture (or one or more Predecessor
Debentures, as defined in said Indenture) is registered at the close of business on the regular
record date for such interest installment, which shall be the close of business on the business day
next preceding such Interest Payment Date unless otherwise provided in the Indenture. Any such
interest installment not punctually paid or duly provided for shall forthwith cease to be payable
to the registered holders on such regular record date and may be paid to the Person in whose name
this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a
special record date to be fixed by the Indenture Trustee for the payment of such defaulted
interest, with notice thereof to be



A-1









 







given to the registered holders of the Debentures not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange or quotation system in, on or by which the Debentures may
be listed, traded or quoted, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. The principal of and the interest on this Debenture shall be
payable at the office or agency of the Indenture Trustee maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder at such address as shall appear in the
Debenture Register. Notwithstanding the foregoing, so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture shall be made at
such place and to such account as may be designated by the Indenture Trustee.



     The Stated Maturity may be shortened at any time by the Company to any date not earlier than
September 30, 2014, subject to the Company having received prior approval of, or non-objection
from, the Federal Reserve, if then required under applicable capital guidelines, policies or
regulations of the Federal Reserve.



     The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness,
and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each
holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions; (b) authorizes and directs the Indenture Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the subordination so
provided; and (c) appoints the Indenture Trustee his or her attorney- in-fact for any and all such
purposes. Each holder hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each
such holder upon said provisions.



     This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred
to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Indenture Trustee.



     The provisions of this Debenture are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.



A-2









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.



     Dated October      , 2009



	 	 	 	 	 
	 	BRIDGE BANCORP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Kevin M. O’ Connor   	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	Attest:

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



A-3









 






	 	 	 	 	 



[FORM OF CERTIFICATE OF AUTHENTICATION]




CERTIFICATE OF AUTHENTICATION





     This is one of the Debentures described in the within-mentioned Indenture.



     Dated: October      , 2009



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	as Trustee or Authentication Agent 	 
	 	 	 
	 



	 	 	 	 	 	 	 
	By 	
 


	 	     
	By 	
 

	 
	 	Authorized Signatory
	 	 	 	 






A-4









 






[FORM OF REVERSE OF DEBENTURE]




8.50% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2039

(CONTINUED)




     This Debenture is one of the subordinated debentures of the Company (herein sometimes referred
to as the “Debentures”), all issued or to be issued under and pursuant to an Indenture dated as of
October ___, 2009, (the “Indenture”) duly executed and delivered between the Company and Wilmington
Trust Company, as Indenture Trustee (the “Indenture Trustee”), to which Indenture reference is
hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Indenture Trustee, the Company and the holders of the Debentures. The
Debentures are limited in aggregate principal amount as specified in the Indenture. Capitalized
terms not otherwise defined herein shall have the meanings given them in the Indenture. To the
extent there is any conflict between the provisions of this Debenture and the provisions of the
Indenture, the provisions of the Indenture shall control.



     Because of the occurrence and continuation of a Special Event (as defined in the Indenture),
in certain circumstances, this Debenture may become due and payable at the principal amount
together with any interest accrued thereon (the “Redemption Price”). The Redemption Price shall be
paid prior to 12:00 noon, Eastern Standard Time, on the date of such redemption or at such earlier
time as the Company determines. The Company shall have the right as set forth in the Indenture to
redeem this Debenture at the option of the Company, as set forth in the Indenture, in whole or in
part (i) at any time on or after September 30, 2014, at a Redemption Price equal to 100% of the
principal amount so redeemed plus any accrued but unpaid interest hereon to the date of redemption
(“Optional Redemption”); or (ii) at any time in certain circumstances upon the occurrence of a
Special Event, at a Redemption Price equal to 100% of the principal amount hereof plus any accrued
but unpaid interest hereon, to the date of such redemption. Any redemption pursuant to this
paragraph shall be made upon not less than 30 days, nor more than 60 days, notice, at the
Redemption Price. The Redemption Price shall be paid at the time and in the manner provided
therefor in the Indenture. If the Debentures are only partially redeemed by the Company pursuant to
an Early Redemption or an Optional Redemption, the Debentures shall be redeemed pro rata.



     In the event of redemption of this Debenture in part only, a new Debenture or Debentures for
the unredeemed portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.



     In case an Event of Default (as defined in the Indenture) shall have occurred and be
continuing, the principal of all of the Debentures may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions provided in
the Indenture.



     The Indenture contains provisions permitting the Company and the Indenture Trustee, with the
consent of the holders of not less than a majority in aggregate principal amount of the Debentures
at the time Outstanding (as defined in the Indenture) to execute supplemental indentures for the
purpose of adding any provisions to or changing in any manner or eliminating



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any of the provisions of the Indenture or of any supplemental indenture or of modifying in any
manner the rights of the holders of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of the Debentures except as provided in the
Indenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon, without the consent of the holder of each Debenture so affected; or (ii)
reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each Debenture then Outstanding
and affected thereby. The Indenture also contains provisions permitting the holders of a majority
in aggregate principal amount of the Debentures at the time Outstanding, on behalf of all of the
holders of the Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its consequences, except
a default in the payment of the principal of or interest on any of the Debentures. Any such consent
or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any notation of such consent
or waiver is made upon this Debenture.



     Any Debentureholder has the right, exercisable at any time after issuance, and on or before
the close of business on the Business Day immediately preceding the date of repayment of the
Debentures, whether at maturity or upon redemption (either at the option of the Company or pursuant
to a Special Event), to convert the principal amount thereof (or any portion thereof that is an
integral multiple of $1,000) into fully paid and nonassessable shares of Common Stock of the
Company at an initial conversion ratio of 32.2581 shares of Common Stock for each $1,000 in
aggregate principal amount of Debentures, subject to adjustment under certain circumstances (the
“Conversion Ratio”). The number of shares of Common Stock issuable upon conversion of a principal
amount of Debentures shall be determined by (A) dividing (1) $1,000 into (2) the aggregate
principal amount of the Debentures to be converted, and (B) multiplying the resulting quotient by
the Conversion Ratio. No fractional shares of Common Stock shall be issued upon conversion and, in
lieu thereof, a cash payment shall be made for any fractional interest, based upon Conversion
Price. The outstanding principal amount of any Debenture shall be reduced by the portion of the
principal amount thereof converted into shares of Common Stock.



     To convert a Debenture, a Debentureholder must (i) complete and sign a Conversion Request
substantially in the form attached hereto, (ii) surrender the Debenture to the Conversion Agent,
(iii) furnish appropriate endorsements or transfer documents if required by the Debenture Registrar
or Conversion Agent, and (iv) pay any transfer or similar tax, if required. If a Conversion Request
is delivered on or after the regular record date and prior to the subsequent Interest Payment Date,
the Debentureholder shall be required to pay to the Company the interest payment to be made on the
subsequent Interest Payment Date, and shall be entitled to receive the interest payable on the
subsequent Interest Payment Date, on the portion of Debentures to be converted notwithstanding the
conversion thereof prior to such Interest Payment Date. Notwithstanding the foregoing, if, during
an Extended Interest Payment Period, a notice of redemption is mailed pursuant to Section 3.4 of
the Indenture and a Debenture is converted after such mailing but prior to the relevant redemption
date, all accrued but unpaid interest (including Additional Payments, if any) through the date of
conversion shall be paid to the Debentureholder



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of such Debenture on the redemption date. Except as otherwise provided in the immediately
preceding two sentences, in the case of any Debenture which is converted, interest with a Stated
Maturity which is after the date of conversion of such Debenture shall not be payable, and the
Company shall not make or be required to make any other payment, adjustment or allowance with
respect to accrued but unpaid interest (including Additional Payments, if any) on the Debentures
being converted, which shall be deemed to be paid in full. If any Debenture called for redemption
is converted, any money deposited with the Indenture Trustee or with any Paying Agent or so
segregated and held in trust for the redemption of such Debenture shall be paid to the Company upon
Company request or, if then held by the Company, shall be discharged from such trust.



     No reference herein to the Indenture and no provision of this Debenture or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal and interest on this Debenture at the time and place and at the rate and in the money
herein prescribed.



     Provided certain conditions are met, the Company shall have the right at any time during the
term of the Debentures and from time to time to extend the interest payment period of such
Debentures for up to 20 consecutive quarters (each, an “Extended Interest Payment Period”), at the
end of which period the Company shall pay all interest then accrued and unpaid (together with
interest thereon at the rate specified for the Debentures to the extent that payment of such
interest is enforceable under applicable law). Before the termination of any such Extended Interest
Payment Period, so long as no Event of Default shall have occurred and be continuing, the Company
may further extend such Extended Interest Payment Period, provided that such Extended Interest
Payment Period together with all such further extensions thereof shall not exceed 20 consecutive
quarters, extend beyond the Stated Maturity or end on a date other than an Interest Payment Date.
At the termination of any such Extended Interest Payment Period and upon the payment of all accrued
and unpaid interest and any additional amounts then due and subject to the foregoing conditions,
the Company may commence a new Extended Interest Payment Period.



     As provided in the Indenture and subject to certain limitations therein set forth, this
Debenture is transferable by the registered holder hereof on the Debenture Register of the Company,
upon surrender of this Debenture for registration of transfer at the office or agency of the
Indenture Trustee accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Indenture Trustee duly executed by the registered holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount shall be issued to the designated
transferee or transferees. No service charge shall be made for any such transfer, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge payable in
relation thereto.



     Prior to due presentment for registration of transfer of this Debenture, the Company, the
Indenture Trustee, any paying agent and the Debenture Registrar may deem and treat the registered
holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other



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than the Debenture Registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon and for all other purposes, and neither the Company nor
the Indenture Trustee nor any paying agent nor any Debenture Registrar shall be affected by any
notice to the contrary.



     No recourse shall be had for the payment of the principal of or the interest on this
Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture, against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.



     The Debentures are issuable only in registered form without coupons in denominations of $100
and any integral multiple thereof.



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FORM OF CONVERSION REQUEST




To: Bridge Bancorp, Inc.




     The undersigned owner of these Debentures hereby irrevocably elects to convert these
Debentures, or the portion below designated, into Common Stock of the Company (the Common Stock) in
accordance with the terms of the Indenture (the “Indenture”), dated as of October ___, 2009,
between Bridge Bancorp, Inc., and Wilmington Trust Company, as Indenture Trustee.



     The undersigned owner of these Debentures hereby directs the Conversion Agent to convert such
Debentures on behalf of the undersigned, into Common Stock (at the Conversion Ratio specified in
the Indenture). The undersigned owner of these Debentures also hereby notifies the Conversion Agent
that the shares issuable and deliverable upon conversion, together with any check in payment for
fractional shares, should be issued in the name of and delivered to the undersigned, unless a
different name has been indicated in the assignment below. (If shares are to be issued in the name
of a person other than the undersigned, the undersigned shall pay all transfer taxes payable with
respect thereto.)



     Date:
____________________



     Principal Amount of Debentures to be converted ($1,000 or integral multiples thereof): $                    



     If a name or names other than the undersigned, please indicate in the spaces below the name or
names in which the shares of Common Stock are to be issued, along with the address or addresses of
such person or persons:



     (Sign exactly as your name appears on the other side of this Debenture)

     (for conversion only)



     Please print or type name and address, including zip code, and social security or other
identifying number:



     Signature Guarantee:* 




 





			
	*	 	Signature must be guaranteed by an eligible guarantor institution that is a bank,
stockbroker, savings and loan association or credit union meeting the requirements of the
Registrar, which requirements include membership or participation in the Securities Transfer Agents
Medallion Program (STAMP) or such other signature guarantee program as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and
Exchange Act of 1934, as amended.








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