exv4w3






EXHIBIT 4.3




BRIDGE STATUTORY CAPITAL TRUST II




AMENDED AND RESTATED




TRUST AGREEMENT




AMONG




BRIDGE BANCORP, INC., AS DEPOSITOR,




WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE,




WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE,




AND




THE ADMINISTRATIVE TRUSTEES NAMED HEREIN




DATED AS OF OCTOBER 23, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I.

	 	DEFINED TERMS
	 	 	1	 
	Section 1.01

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II.

	 	ESTABLISHMENT OF THE TRUST
	 	 	10	 
	Section 2.01

	 	Name
	 	 	10	 
	Section 2.02

	 	Office of the Delaware Trustee; Principal Place of Business
	 	 	10	 
	Section 2.03

	 	Initial Contribution of Trust Property; Organizational Expenses
	 	 	10	 
	Section 2.04

	 	Issuance of the Preferred Securities
	 	 	10	 
	Section 2.05

	 	Issuance of the Common Securities; Subscription and Purchase of
Debentures
	 	 	11	 
	Section 2.06

	 	Declaration of Trust
	 	 	11	 
	Section 2.07

	 	Authorization to Enter into Certain Transactions
	 	 	11	 
	Section 2.08

	 	Assets of Trust
	 	 	14	 
	Section 2.09

	 	Title to Trust Property
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE III.

	 	PAYMENT ACCOUNT
	 	 	15	 
	Section 3.01

	 	Payment Account
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE IV.

	 	DISTRIBUTIONS; REDEMPTION; CONVERSION
	 	 	15	 
	Section 4.01

	 	Distributions
	 	 	15	 
	Section 4.02

	 	Redemption
	 	 	16	 
	Section 4.03

	 	Conversion.
	 	 	18	 
	Section 4.04

	 	Subordination of Common Securities
	 	 	20	 
	Section 4.05

	 	Payment Procedures
	 	 	21	 
	Section 4.06

	 	Tax Returns and Reports
	 	 	21	 
	Section 4.07

	 	Payment of Taxes, Duties, Etc. of the Trust
	 	 	21	 
	Section 4.08

	 	Payments Under Indenture
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE V.

	 	TRUST SECURITIES CERTIFICATES
	 	 	22	 
	Section 5.01

	 	Initial Ownership
	 	 	22	 
	Section 5.02

	 	The Trust Securities Certificates
	 	 	22	 
	Section 5.03

	 	Execution, Authentication and Delivery of Trust Securities
Certificates
	 	 	22	 
	Section 5.04

	 	[Reserved]
	 	 	23	 
	Section 5.05

	 	Registration of Transfer and Exchange of Preferred Securities
Certificates
	 	 	23	 
	Section 5.06

	 	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates
	 	 	24	 
	Section 5.07

	 	Persons Deemed Securityholders
	 	 	24	 
	Section 5.08

	 	Access to List of Securityholders’ Names and Addresses
	 	 	24	 
	Section 5.09

	 	Maintenance of Office or Agency
	 	 	25	 
	Section 5.10

	 	Appointment of Paying Agent
	 	 	25	 
	Section 5.11

	 	Appointment of Conversion Agent
	 	 	26	 
	Section 5.12

	 	Ownership of Common Securities by Depositor
	 	 	26	 
	Section 5.13

	 	Trust Securities Certificates
	 	 	26	 
	Section 5.14

	 	Notices to Clearing Agency
	 	 	26	 
	Section 5.15

	 	Rights of Securityholders
	 	 	27	 






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	ARTICLE VI.

	 	ACTS OF SECURITYHOLDERS; MEETINGS; VOTING
	 	 	27	 
	Section 6.01

	 	Limitations on Voting Rights
	 	 	27	 
	Section 6.02

	 	Notice of Meetings
	 	 	28	 
	Section 6.03

	 	Meetings of Preferred Securityholders
	 	 	28	 
	Section 6.04

	 	Voting Rights
	 	 	29	 
	Section 6.05

	 	Proxies, Etc.
	 	 	29	 
	Section 6.06

	 	Securityholder Action by Written Consent
	 	 	29	 
	Section 6.07

	 	Record Date for Voting and Other Purposes
	 	 	30	 
	Section 6.08

	 	Acts of Securityholders
	 	 	30	 
	Section 6.09

	 	Inspection of Records
	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE VII.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	31	 
	Section 7.01

	 	Representations and Warranties of the Bank and the Property Trustee
	 	 	31	 
	Section 7.02

	 	Representations and Warranties of the Delaware Bank and the Delaware
Trustee
	 	 	32	 
	Section 7.03

	 	Representations and Warranties of Depositor
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE VIII.

	 	TRUSTEES
	 	 	33	 
	Section 8.01

	 	Certain Duties and Responsibilities
	 	 	33	 
	Section 8.02

	 	Certain Notices
	 	 	35	 
	Section 8.03

	 	Certain Rights of Property Trustee
	 	 	35	 
	Section 8.04

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	37	 
	Section 8.05

	 	May Hold Securities
	 	 	37	 
	Section 8.06

	 	Compensation; Indemnity; Fees
	 	 	37	 
	Section 8.07

	 	Corporate Property Trustee Required; Eligibility of Trustees
	 	 	38	 
	Section 8.08

	 	Conflicting Interests
	 	 	38	 
	Section 8.09

	 	Co-Trustees and Separate Trustee
	 	 	39	 
	Section 8.10

	 	Resignation and Removal; Appointment of Successor
	 	 	40	 
	Section 8.11

	 	Acceptance of Appointment by Successor
	 	 	41	 
	Section 8.12

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	42	 
	Section 8.13

	 	Preferential Collection of Claims Against Depositor or Trust
	 	 	42	 
	Section 8.14

	 	Reports by Property Trustee
	 	 	42	 
	Section 8.15

	 	[Reserved]
	 	 	42	 
	Section 8.16

	 	Evidence of Compliance With Conditions Precedent
	 	 	42	 
	Section 8.17

	 	Number of Trustees
	 	 	43	 
	Section 8.18

	 	Delegation of Power
	 	 	43	 
	Section 8.19

	 	Voting
	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE IX.

	 	TERMINATION, LIQUIDATION AND MERGER
	 	 	44	 
	Section 9.01

	 	Termination Upon Expiration Date
	 	 	44	 
	Section 9.02

	 	Early Termination
	 	 	44	 
	Section 9.03

	 	Termination
	 	 	44	 
	Section 9.04

	 	Liquidation
	 	 	45	 
	Section 9.05

	 	Mergers, Consolidations, Amalgamations or Replacements of the Trust
	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE X.

	 	MISCELLANEOUS PROVISIONS
	 	 	47	 
	Section 10.01

	 	Limitation of Rights of Securityholders
	 	 	47	 






ii









 






	 	 	 	 	 	 	 
	Section 10.02

	 	Amendment
	 	 	47	 
	Section 10.03

	 	Separability
	 	 	49	 
	Section 10.04

	 	Governing Law
	 	 	49	 
	Section 10.05

	 	Payments Due on Non-Business Day
	 	 	49	 
	Section 10.06

	 	Successors
	 	 	49	 
	Section 10.07

	 	Headings
	 	 	49	 
	Section 10.08

	 	Reports, Notices and Demands
	 	 	49	 
	Section 10.09

	 	Agreement Not to Petition
	 	 	50	 
	Section 10.10

	 	[Reserved]
	 	 	51	 
	Section 10.11

	 	Acceptance of Terms of Trust Agreement, Guarantee and Indenture
	 	 	51	 






EXHIBITS




	 	 	 
	Exhibit A

	 	Certificate of Trust
	Exhibit B

	 	Form of Common Securities Certificate
	Exhibit C

	 	Form of Expense Agreement
	Exhibit D

	 	Form of Preferred Securities Certificate
	Exhibit E

	 	Form of Preferred Securities Certificate Authentication







iii











 





AMENDED AND RESTATED TRUST AGREEMENT




     AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 23, 2009, among (i) BRIDGE BANCORP,
INC., a New York corporation (including any successors or assigns, the “Depositor”), (ii)
WILMINGTON TRUST COMPANY, a Delaware banking corporation duly organized and existing under the laws
of the State of Delaware, as property trustee (the “Property Trustee” and, in its separate
corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) WILMINGTON TRUST
COMPANY, a Delaware banking corporation duly organized and existing under the laws of the State of
Delaware, as Delaware trustee (the “Delaware Trustee”, and, in its separate corporate capacity and
not in its capacity as Delaware Trustee, the “Delaware Bank”), (iv) Kevin M. O’Connor, an
individual, Howard H. Nolan, an individual and William Araneo, an individual, each of whose address
is c/o Bridge Bancorp, Inc., 2200 Montauk Highway, Bridgehampton, New York 11932 (each an
“Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the
Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”), and
(v) the several Holders (as hereinafter defined).



RECITALS




     WHEREAS, the Depositor, the Delaware Trustee, and Kevin M. O’Connor, Howard H. Nolan and
William Araneo, each as an Administrative Trustee, have heretofore duly declared and established a
statutory trust pursuant to the Delaware Statutory Trust Act by the entering into of that certain
Trust Agreement, dated as of October 14, 2009 (the “Original Trust Agreement”), and by the
execution and filing by the Delaware Trustee, the Depositor and the Administrative Trustees with
the Secretary of State of the State of Delaware of the Certificate of Trust, filed on October 14,
2009, a copy of which is attached as Exhibit A hereto; and



     WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and the Administrative
Trustees desire to amend and restate the Original Trust Agreement in its entirety as set forth
herein to provide for, among other things, (i) the issuance of the Common Securities (as defined
herein) by the Trust (as defined herein) to the Depositor; (ii) the issuance and sale of the
Preferred Securities (as defined herein) by the Trust; (iii) the acquisition by the Trust from the
Depositor of all of the right, title and interest in the Debentures (as defined herein); and (iv)
the appointment of the Trustees;



     NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each party, for the benefit of the other parties and for the benefit of the
Securityholders (as defined herein), hereby amends and restates the Original Trust Agreement in its
entirety and agrees as follows:



ARTICLE I. DEFINED TERMS




Section 1.01 Definitions.




     For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the
context otherwise requires:



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     (a) the terms defined in this Article I have the meanings assigned to them in this Article I
and include the plural as well as the singular;



     (b) all other terms used herein that are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;



     (c) unless the context otherwise requires, any reference to an Article or a Section refers to
an Article or a Section, as the case may be, of this Trust Agreement; and



     (d) the words herein, hereof and hereunder and other words of similar import refer to this
Trust Agreement as a whole and not to any particular Article, Section or other subdivision.



     “Act” has the meaning specified in Section 6.08.



     “Additional Amount” means, with respect to Trust Securities of a given Liquidation Amount
and/or a given period, the amount of Additional Interest accrued on interest in arrears and paid by
the Depositor on a Like Amount of Debentures for such period.



     “Additional Interest” has the meaning specified in Section 1.1 of the Indenture.



     “Administrative Trustee” means any and each of Kevin M. O’Connor, Howard H. Nolan and William
Araneo, solely in his capacity as Administrative Trustee of the Trust formed and continued
hereunder and not in his individual capacity, or such Administrative Trustee’s successor in
interest in such capacity, or any successor trustee appointed as herein provided.



     “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 Preferred Securities
appointed by the Property Trustee pursuant to Section 5.03.



     “Bank” has the meaning specified in the Preamble to this Trust Agreement.



     “Bankruptcy Event” means, with respect to any Person:



     (a) the entry of a decree or order by a court having jurisdiction in the premises adjudging
such Person a bankrupt or insolvent, or approving as properly filed a petition seeking liquidation
or reorganization of or in respect of such Person under the United States Bankruptcy Code of 1978,
as amended, or any other similar applicable federal or state law, and the continuance of any such
decree or order unvacated and unstayed for a period of 90 days; or the commencement of an
involuntary case under the United States Bankruptcy Code of 1978, as



2









 







amended, in respect of such Person, which shall continue undismissed for a period of 90 days
or entry of an order for relief in such case; or the entry of a decree or order of a court having
jurisdiction in the premises for the appointment on the ground of insolvency or bankruptcy of a
receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency of such Person or
of its property, or for the winding up or liquidation of its affairs, and such decree or order
shall have remained in force unvacated and unstayed for a period of 90 days; or



     (b) the institution by such Person of proceedings to be adjudicated a voluntary bankrupt, or
the consent by such Person to the filing of a bankruptcy proceeding against it, or the filing by
such Person of a petition or answer or consent seeking liquidation or reorganization under the
United States Bankruptcy Code of 1978, as amended, or other similar applicable federal or state
law, or the consent by such Person to the filing of any such petition or to the appointment on the
ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee
in bankruptcy or insolvency of such Person or of its property, or shall make a general assignment
for the benefit of creditors.



     “Bankruptcy Laws” has the meaning specified in Section 10.09.



     “Board Resolution” means a copy of a resolution certified by the Secretary or Assistant
Secretary of the Depositor to have been duly adopted by the Depositor’s Board of Directors, or such
committee of the Board of Directors or of officers of the Depositor 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 a day other than a Saturday or Sunday, a day on which banking
institutions in the City of New York and Wilmington, Delaware are authorized or required by law,
executive order or regulation to remain closed, or, if different, a day on which the Corporate
Trust Office of the Delaware Trustee or Property Trustee is closed for business.



     “Certificate of Trust” means the certificate of trust filed with the Secretary of State of the
State of Delaware with respect to the Trust, as amended or restated from time to time.



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



     “Closing Date” means the date of execution and delivery of this Trust Agreement.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.



     “Common Security” means an undivided beneficial interest in the assets of the Trust, having a
Liquidation Amount of $1.00 and having the rights provided therefor in this Trust Agreement,
including the right to convert to shares of Common Stock and the right to receive Distributions and
a Liquidation Distribution as provided herein.



3









 





     “Common Securities Certificate” means a certificate evidencing ownership of Common Securities,
substantially in the form attached as Exhibit B.



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



     “Company” means Bridge Bancorp, Inc.



     “Conversion Agent” has the meaning set forth in Section 4.03(d).



     “Conversion Date” has the meaning set forth in Section 4.03(b).



     “Conversion Ratio” has the meaning set forth in Section 4.03(a).



     “Conversion Request” has the meaning set forth in Section 4.03(b).



     “Corporate Trust Office” means the office at which, at any particular time, the corporate
trust business of the Property Trustee, the Indenture Trustee or the Delaware Trustee, as the case
may be, shall be principally administered, which office at the date hereof, in the case of the
Property Trustee, the Indenture Trustee and the Delaware Trustee is located at: 11100 North Market
Street, Wilmington, Delaware 19890, Attention Corporate Trust Administration.



     “Debenture Event of Default” means an Event of Default as defined in Section 8.1 of the
Indenture.



     “Debenture Redemption Date” means, with respect to any Debentures to be redeemed under the
Indenture, the date fixed for redemption under the Indenture.



     “Debenture Tax Event” means a Tax Event as specified in Section 1.1 of the Indenture.



     “Debentures” means the $15,001,500 aggregate principal amount of the Depositor’s 8.50%
Convertible Subordinated Debentures due 2039, issued pursuant to the Indenture.



     “Definitive Preferred Securities Certificates” means Preferred Securities Certificates issued
in certified, fully registered form as provided in Section 5.13.



     “Delaware Bank” has the meaning specified in the Preamble to this Trust Agreement.



     “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Delaware
Code Sections 3801 et seq. as it may be amended from time to time.



     “Delaware Trustee” means the commercial bank or trust company identified as the Delaware
Trustee in the Preamble to this Trust Agreement solely in its capacity as Delaware Trustee of the
Trust formed and continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor trustee appointed as herein provided.



     “Depositor” has the meaning specified in the Preamble to this Trust Agreement.



     “Distribution Date” has the meaning specified in Section 4.01(a).



4









 





     “Distributions” means amounts payable in respect of the Trust Securities as provided in
Section 4.01.



     “Early Termination Event” has the meaning specified in Section 9.02.



     “Event of Default” means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):



     (a) the occurrence of a Debenture Event of Default; or



     (b) default by the Trust in the payment of any Distribution when it becomes due and payable,
and continuation of such default for a period of 30 days; or



     (c) default by the Trust in the payment of any Redemption Price of any Trust Security when it
becomes due and payable; or



     (d) default in the performance, or breach, in any material respect, of any covenant or
warranty of the Trustees in this Trust Agreement (other than a covenant or warranty a default in
the performance of which or the breach of which is dealt with in clause (b) or (c), above) and
continuation of such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the Holders of at least 25%
in aggregate Liquidation Amount of the Outstanding Preferred Securities a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a Notice of
Default hereunder; or



     (e) the occurrence of a Bankruptcy Event with respect to the Property Trustee and the failure
by the Depositor to appoint a successor Property Trustee within 60 days thereof.



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



     “Expense Agreement” means the Agreement as to Expenses and Liabilities between the Depositor
and the Trust, substantially in the form attached as Exhibit C, as amended from time to
time.



     “Expiration Date” has the meaning specified in Section 9.01.



     “Extended Interest Payment Period” has the meaning specified in Section 5.1 of the Indenture.



     “Guarantee” means the Preferred Securities Guarantee Agreement executed and delivered by the
Depositor and Wilmington Trust Company, as Guarantee Trustee, contemporaneously with the execution
and delivery of this Trust Agreement, for the benefit of the holders of the Preferred Securities,
as amended from time to time.



     “Indenture” means the Indenture, dated as of October 23, 2009, between the Depositor and the
Indenture Trustee, as trustee, as amended or supplemented from time to time.



5









 





     “Indenture Trustee” means Wilmington Trust Company, a banking corporation organized under the
laws of the State of Delaware and any successor thereto, as trustee under the Indenture.



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



     “Investment Company Event” means the receipt by the Trust and the Depositor 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 this Trust Agreement, provided, however, that the Depositor or the Trust shall
have requested and received such an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Depositor or the Trust shall have become aware of the possible
occurrence of any such event.



     “Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership
interest, hypothecation, assignment, security interest or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever.



     “Like Amount” means (a) with respect to a redemption of Trust Securities, Trust Securities
having an aggregate Liquidation Amount equal to the aggregate principal amount of Debentures to be
contemporaneously redeemed in accordance with the Indenture and the proceeds of which shall be used
to pay the Redemption Price of such Trust Securities; and (b) with respect to a distribution of
Debentures to Holders of Trust Securities in connection with a termination or liquidation of the
Trust, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities
of the Holder to whom such Debentures are distributed. Each Debenture distributed pursuant to
clause (b) above shall carry with it accrued interest in an amount equal to the accrued and unpaid
interest then due on such Debentures.



     “Liquidation Amount” means the stated amount of $1,000 per Preferred Security or $1.00 per
Common Security, as the case may be.



     “Liquidation Date” means the date on which Debentures are to be distributed to Holders of
Trust Securities in connection with a termination and liquidation of the Trust pursuant to Section
9.04(a).



     “Liquidation Distribution” has the meaning specified in Section 9.04(d).



     “Maturity Date” when used in connection with the Debentures shall have the meaning provided in
Section 2.2 of the Indenture.



     “Officers’ Certificate” means a certificate signed by the President or an Executive Vice
President and by the Chief Financial Officer or the Treasurer or the Secretary, of the Depositor,
and delivered to the appropriate Trustee. One of the officers signing an Officers’ Certificate
given pursuant to Section 8.16 shall be the principal executive, financial or accounting officer of



6









 







the Depositor. Any Officers’ Certificate delivered with respect to compliance with a condition
or covenant provided for in this Trust Agreement shall include:



     (a) a statement that each officer signing the Officers’ Certificate has read the covenant or
condition and the definitions relating thereto;



     (b) a brief statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers’ Certificate;



     (c) a statement that each such officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether
or not such covenant or condition has been complied with; and



     (d) a statement as to whether, in the opinion of each such officer, such condition or covenant
has been complied with.



     “Opinion of Counsel” means an opinion in writing of independent, outside legal counsel for the
Trust, the Property Trustee, the Delaware Trustee or the Depositor, who shall be reasonably
acceptable to the Property Trustee.



     “Original Trust Agreement” has the meaning specified in the Recitals to this Trust Agreement.



     “Outstanding”, when used with respect to Preferred Securities, means, as of the date of
determination, all Preferred Securities theretofore executed and delivered under this Trust
Agreement, except:



     (a) Preferred Securities theretofore canceled by the Property Trustee or delivered to the
Property Trustee for cancellation;



     (b) Preferred Securities for whose payment or redemption money in the necessary amount has
been theretofore deposited with the Property Trustee or any Paying Agent for the Holders of such
Preferred Securities; provided that, if such Preferred Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Trust Agreement; and



     (c) Preferred Securities which have been paid or in exchange for or in lieu of which other
Preferred Securities have been executed and delivered pursuant to Sections 5.04, 5.05, 5.12 and
5.14; provided, however, that in determining whether the Holders of the requisite Liquidation
Amount of the Outstanding Preferred Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Preferred Securities owned by the Depositor or any
Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Preferred Securities that such Trustee knows to be so
owned shall be so disregarded; and (b) the foregoing shall not apply at any time when all of the
outstanding Preferred Securities are owned by the Depositor and/or one or more of the Trustees.
Preferred Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right
so to act with respect to such Preferred Securities and the pledgee is



7









 







not the Depositor or any other Obligor upon the Preferred Securities or a Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Depositor or any Affiliate of the Depositor; and



     (d) Preferred Securities which have been converted pursuant to Section 4.03.



     “Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.09
and shall initially be the Bank.



     “Payment Account” means a segregated non-interest-bearing corporate trust account maintained
by the Property Trustee with the Bank in its trust department for the benefit of the
Securityholders in which all amounts paid in respect of the Debentures shall be held and from which
the Property Trustee shall make payments to the Securityholders in accordance with Sections 4.01
and 4.02.



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



     “Preferred Security” means an undivided beneficial interest in the assets of the Trust, having
a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement,
including the right to convert to shares of Common Stock and the right to receive Distributions and
a Liquidation Distribution as provided herein.



     “Preferred Securities Certificate” means a certificate evidencing ownership of Preferred
Securities, substantially in the form attached as Exhibit D.



     “Property Trustee” means the commercial bank or trust company identified as the Property
Trustee, in the Preamble to this Trust Agreement solely in its capacity as Property Trustee of the
Trust heretofore formed and continued hereunder and not in its individual capacity, or its
successor in interest in such capacity, or any successor property trustee appointed as herein
provided.



     “Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for
such redemption by or pursuant to this Trust Agreement; provided that each Debenture Redemption
Date and the Maturity Date of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.



     “Redemption Price” means, with respect to any Trust Security, the Liquidation Amount of such
Trust Security, plus accumulated and unpaid Distributions to the Redemption Date allocated on a pro
rata basis (based on Liquidation Amounts) among the Trust Securities.



     “Relevant Trustee” shall have the meaning specified in Section 8.10.



     “Responsible Officer” when used with respect to the Property Trustee, or Delaware Trustee, as
applicable, means any officer within the corporate trust department of the Property Trustee, or
Delaware Trustee, as applicable, with direct responsibility for the administration of this Trust
Agreement, including any managing director, director, vice president, any assistant



8









 







vice president, associate, any assistant secretary, assistant treasurer or any other officer
of the Trustee, or Delaware Trustee, as applicable, 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 Trust
Agreement.



     “Securities Issue Date” shall mean, with respect to each of the Preferred Securities, the date
on which such Preferred Securities were issued by the Trust to the Securityholder.



     “Securities Register” and “Securities Registrar” have the respective meanings specified in
Section 5.05.



     “Securityholder” or “Holder” means a Person in whose name a Trust Security is or Trust
Securities are registered in the Securities Register; any such Person is a beneficial owner within
the meaning of the Delaware Statutory Trust Act.



     “Successor Securities” has the meaning given in Section 9.05.



     “Trust” means the Delaware business trust created and continued hereby and identified on the
cover page to this Trust Agreement.



     “Trust Agreement” means this Amended and Restated Trust Agreement, as the same may be
modified, amended or supplemented in accordance with the applicable provisions hereof, including
all exhibits hereto, including, for all purposes of this Trust Agreement and any such modification,
amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this Trust Agreement and any such modification, amendment or supplement, respectively.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the
date as of which this instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939, as amended, is amended after such date, Trust Indenture Act means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.



     “Trust Property” means (a) the Debentures; (b) the rights of the Property Trustee under the
Guarantee; (c) any cash on deposit in, or owing to, the Payment Account; and (d) all proceeds and
rights in respect of the foregoing and any other property and assets for the time being held or
deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.



     “Trust Security” means any one of the Common Securities or the Preferred Securities.



     “Trust Securities Certificate” means any one of the Common Securities Certificates or the
Preferred Securities Certificates.



     “Trustees” means, collectively, the Property Trustee, the Delaware Trustee and the
Administrative Trustees.



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ARTICLE II. ESTABLISHMENT OF THE TRUST




Section 2.01 Name.




     The Trust continued hereby shall be known as Bridge Statutory Capital Trust II, as such name
may be modified from time to time by the Administrative Trustees following written notice to the
Holders of Trust Securities and the other Trustees, in which name the Trustees may engage in the
transactions contemplated hereby, including making and executing contracts and other instruments on
behalf of the Trust and suing and being sued.



Section 2.02 Office of the Delaware Trustee; Principal Place of Business.




     The address of the Delaware Trustee in the State of Delaware is c/o Wilmington Trust Company,
1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may designate by written notice
to the Securityholders and the Depositor. The principal executive office of the Trust is c/o Bridge
Bancorp, Inc., 2200 Montauk Highway, Bridgehampton, New York 11932.



Section 2.03 Initial Contribution of Trust Property; Organizational Expenses.




     The Trustees acknowledge receipt in trust from the Depositor in connection with the Original
Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor
shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall
make no claim upon the Trust Property for the payment of such expenses.



Section 2.04 Issuance of the Preferred Securities.




     (a) At such times as are permitted under this Trust Agreement, an Administrative Trustee, on
behalf of the Trust, shall execute in accordance with Section 502 and deliver Preferred Securities
Certificates, registered in the name of Persons entitled thereto in an aggregate amount of up to
15,000 Preferred Securities having an aggregate Liquidation Amount of up to $15,000,000 against
receipt of the aggregate purchase price of such Preferred Securities by the Trust.



     (b) At any time after the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall be authorized to execute in accordance with Section 5.02 and
deliver Preferred Securities Certificates, registered in the name of Persons entitled thereto in
any such amounts against receipt of the same amount in aggregate purchase price of such Preferred
Securities; provided, that the aggregate liquidation amount of all such Preferred Securities to be
issued pursuant to this Trust Agreement shall not exceed Fifteen Million Dollars ($15,000,000)
(15,000 shares of Preferred Securities based upon a per share liquidation value of $1,000).



     (c) Preferred Securities Certificates issued on a particular Securities Issue Date shall
include a certificate number or other designation so that such Preferred Securities Certificates
are differentiated from Preferred Securities Certificates issued on a different Securities Issue
Date.



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Any such designation shall be solely for purposes of designating the Securities Issue Date and
the date from which Distributions shall inially accumulate, and no Preferred Securities shall be
deemed as a result of any such designation or indication, to be part of a class or series of
Preferred Securities separate or distinct from any other Preferred Securities issued under this
Trust Agreement.




Section 2.05 Issuance of the Common Securities; Subscription and Purchase of 
Debentures.



     (a) At such times as any Preferred Securities are issued this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.02 and
deliver to the Depositor, Common Securities Certificates, registered in the name of the Depositor,
in an aggregate amount of one (1) Common Security, aggregate Liquidation Amount of $1.00 per Common
Security for every $1,000 in aggregate Liquidation Amount of Preferred Securities so issued against
payment by the Depositor of such amount.



     (b) Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall
subscribe to and purchase from the Depositor Debentures, registered in the name of the Property
Trustee on behalf of the Trust and having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities and the Common Securities then issued, and, in
satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the purchase price thereof.



Section 2.06 Declaration of Trust.




     The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities
and use the proceeds from such sale to acquire the Debentures; and (b) to engage in those
activities necessary, advisable or incidental thereto. The Depositor hereby appoints the Trustees
as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein,
and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it shall
hold the Trust Property in trust upon and subject to the conditions set forth herein for the
benefit of the Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall
the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the
Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the
Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the
Delaware Statutory Trust Act.



Section 2.07 Authorization to Enter into Certain Transactions.




     (a) The Trustees shall conduct the affairs of the Trust in accordance with the terms of this
Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section 2.07 and
Article VIII, and in accordance with the following provisions (i) and (ii), the Administrative
Trustees shall have the authority to enter into all transactions and agreements determined by the
Administrative Trustees to be appropriate in exercising the authority, express or implied,



11









 







otherwise granted to the Administrative Trustees under this Trust Agreement, and to perform
all acts in furtherance thereof, including without limitation, the following:



          (i) As among the Trustees, each Administrative Trustee, acting singly or jointly, shall have
the power and authority to act on behalf of the Trust with respect to the following matters:




               (A) the issuance and sale of the Trust Securities and the compliance with the Underwriting
Agreement in connection therewith;



               (B) to cause the Trust to enter into, and to execute, deliver and perform on behalf of the
Trust, the Expense Agreement and such other agreements or documents as may be necessary or
desirable in connection with the purposes and function of the Trust;



               (C) if required, assisting in the registration of the Preferred Securities under the
Securities Act of 1933, as amended, and under state securities or blue sky laws, and, if required,
the qualification of this Trust Agreement as a trust indenture under the Trust Indenture Act;



               (D) if required, assisting in the listing of the Preferred Securities upon The Nasdaq Global
Select Market or such securities exchange or exchanges as shall be determined by the Depositor, the
registration of the Preferred Securities under the Exchange Act, the compliance with the listing
requirements of The Nasdaq Global Select Market or the applicable securities exchanges and the
preparation and filing of all periodic and other reports and other documents pursuant to the
foregoing;



               (E) the sending of notices (other than notices of default) and other information regarding the
Trust Securities and the Debentures to the Securityholders in accordance with this Trust Agreement;



               (F) the appointment of a Paying Agent, Conversion Agent, Authenticating Agent and Securities
Registrar in accordance with this Trust Agreement;



               (G) to the extent provided in this Trust Agreement, the winding up of the affairs of and
liquidation of the Trust and the preparation, execution and filing of the certificate of
cancellation with the Secretary of State of the State of Delaware;



               (H) to take all action that may be necessary or appropriate for the preservation and the
continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory
business trust under the laws of the State of Delaware and of each other jurisdiction in which such
existence is necessary to protect the limited liability of the Holders of the Preferred Securities
or to enable the Trust to effect the purposes for which the Trust was created; and



               (I) the taking of any action incidental to the foregoing as the Administrative Trustees may
from time to time determine is necessary or advisable to give effect to the terms of this Trust
Agreement for the benefit of the Securityholders (without consideration of the effect of any such
action on any particular Securityholder).



12









 





          (ii) As among the Trustees, the Property Trustee shall have the power, duty and authority to
act on behalf of the Trust with respect to the following matters:




               (A) the establishment of the Payment Account;



               (B) the receipt of the Debentures;



               (C) the collection of interest, principal and any other payments made in respect of the
Debentures in the Payment Account;



               (D) the distribution of amounts owed to the Securityholders in respect of the Trust Securities
in accordance with the terms of this Trust Agreement;



               (E) the exercise of all of the rights, powers and privileges of a holder of the Debentures;



               (F) the sending of notices of default and other information regarding the Trust Securities and
the Debentures to the Securityholders in accordance with this Trust Agreement;



               (G) the distribution of the Trust Property in accordance with the terms of this Trust
Agreement;



               (H) to the extent provided in this Trust Agreement, the winding up of the affairs of and
liquidation of the Trust;



               (I) after an Event of Default, the taking of any action incidental to the foregoing as the
Property Trustee may from time to time determine is necessary or advisable to give effect to the
terms of this Trust Agreement and protect and conserve the Trust Property for the benefit of the
Securityholders (without consideration of the effect of any such action on any particular
Securityholder);



               (J) registering transfers of the Trust Securities in accordance with this Trust Agreement; and



               (K) except as otherwise provided in this Section 2.07(a)(ii), the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth
in Section 2.07(a)(i).



     (b) So long as this Trust Agreement remains in effect, the Trust (or the Trustees acting on
behalf of the Trust) shall not undertake any business, activities or transaction except as
expressly provided herein or contemplated hereby. In particular, the Trustees shall not (i) acquire
any investments or engage in any activities not authorized by this Trust Agreement; (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust
Property or interests therein, including to Securityholders, except as expressly provided herein;
(iii) take any action that would cause the Trust to fail or cease to qualify as a grantor trust for
United States federal income tax purposes; (iv) incur any indebtedness for borrowed money or issue
any other debt; or (v) take or consent to any action that would result in the placement of a Lien
on any of the Trust Property. The Administrative Trustees shall defend all claims and



13









 







demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to
the interest of the Trust or the Securityholders in their capacity as Securityholders.



     (c) In connection with the issue and sale of the Preferred Securities, the Depositor shall
have the right and responsibility to assist the Trust with respect to, or effect on behalf of the
Trust, the following (and any actions taken by the Depositor in furtherance of the following prior
to the date of this Trust Agreement are hereby ratified and confirmed in all respects):



          (i) the preparation and filing by the Trust with the Commission and the execution on behalf of
the Trust of a registration statement on the appropriate form in relation to the Preferred
Securities, the Debentures, and the Guarantee, including any amendments thereto;




          (ii) the determination of the states in which to take appropriate action to qualify or,
register for sale all or part of the Preferred Securities and to do any and all such acts, other
than actions which must be taken by or on behalf of the Trust, and advise the Trustees of actions
they must take on behalf of the Trust, and prepare for execution and filing any documents to be
executed and filed by the Trust or on behalf of the Trust, as the Depositor deems necessary or
advisable in order to comply with the applicable laws of any such States;




          (iii) if required, the preparation for filing by the Trust and execution on behalf of the
Trust of an application to The Nasdaq Global Select Market or a national stock exchange or other
organizations for listing upon notice of issuance of any Preferred Securities and to file or cause
an Administrative Trustee to file thereafter with such exchange or organization such notifications
and documents as may be necessary from time to time;




          (iv) if required, the preparation for filing by the Trust with the Commission and the
execution on behalf of the Trust of a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act,
including any amendments thereto; and




          (v) the taking of any other actions necessary or desirable to carry out any of the foregoing
activities.




     (d) Notwithstanding anything herein to the contrary, the Trustees are authorized and directed
to conduct the affairs of the Trust and to operate the Trust so that the Trust shall not be deemed
to be an investment company required to be registered under the Investment Company Act, shall be
classified as a grantor trust and not as an association taxable as a corporation for United States
federal income tax purposes and so that the Debentures shall be treated as indebtedness of the
Depositor for United States federal income tax purposes. In this connection, subject to Section
10.02, the Depositor and the Administrative Trustees are authorized to take any action, not
inconsistent with applicable law or this Trust Agreement, that each of the Depositor and the
Trustees determines in their discretion to be necessary or desirable for such purposes.



Section 2.08 Assets of Trust.




     The assets of the Trust shall consist of the Trust Property.



14









 





Section 2.09 Title to Trust Property.




     Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its
capacity as such) and shall be held and administered by the Property Trustee for the benefit of the
Securityholders in accordance with this Trust Agreement.



ARTICLE III. PAYMENT ACCOUNT




Section 3.01 Payment Account.




     (a) On or prior to the Closing Date, the Property Trustee shall establish the Payment Account.
The Property Trustee and any agent of the Property Trustee shall have exclusive control and sole
right of withdrawal with respect to the Payment Account for the purpose of making deposits and
withdrawals from the Payment Account in accordance with this Trust Agreement. All monies and other
property deposited or held from time to time in the Payment Account shall be held by the Property
Trustee in the Payment Account for the exclusive benefit of the Securityholders and for
distribution as herein provided, including (and subject to) any priority of payments provided for
herein.



     (b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all
payments of principal of or interest on, and any other payments or proceeds with respect to, the
Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee
pending distribution thereof.



ARTICLE IV. DISTRIBUTIONS; REDEMPTION; CONVERSION




Section 4.01 Distributions.




     (a) Distributions on the Trust Securities (including Additional Amounts, if applicable) shall
be cumulative, and shall accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accumulate from the relevant Securities Issue Date,
and, except during any Extended Interest Payment Period with respect to the Debentures, shall be
payable quarterly in arrears on the last calendar day of March, June, September and December of
each year, commencing on December 31, 2009. If any date on which a Distribution is otherwise
payable on the Trust Securities is not a Business Day, then the payment of such Distribution 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, 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 such date (each date on which distributions are
payable in accordance with this Section 4.01(a), a “Distribution Date”).



     (b) The Trust Securities represent undivided beneficial interests in the Trust Property.
Distributions on the Trust Securities shall be payable at a rate of 8.50% per annum of the
Liquidation Amount of the Trust Securities. The amount of Distributions payable for any full period
shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of
Distributions for any partial period shall be computed on the basis of the number of days elapsed



15









 







in a 360-day year of twelve 30-day months. During any Extended Interest Payment Period with
respect to the Debentures, Distributions on the Preferred Securities shall be deferred for a period
equal to the Extended Interest Payment Period.



     (c) Distributions on the Trust Securities shall be made by the Property Trustee solely from
the Payment Account and shall be payable on each Distribution Date only to the extent that the
Trust has funds on hand and immediately available by 12:30 p.m. on each Distribution Date in the
Payment Account for the payment of such Distributions.



     (d) Distributions on the Trust Securities with respect to a Distribution Date shall be payable
to the Holders thereof as they appear on the Securities Register for the Trust Securities on the
relevant record date, which shall be the 15th day of March, June, September or December for
Distributions payable on the last calendar day of the respective month; provided, however, that for
any Trust Securities held in global form, Distributions shall be payable to the Holder thereof as
of one Business Day immediately preceding the Distribution Date.



Section 4.02 Redemption.




     (a) On each Debenture Redemption Date and on the maturity of the Debentures, the Trust shall
redeem (subject to Section 4.02(f)) a Like Amount of Trust Securities at the Redemption Price.



     (b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder
of Trust Securities to be redeemed, at such Holder’s address appearing in the Securities Register.
The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in
such notice. All notices of redemption shall state:



          (i) the Redemption Date;




          (ii) the Redemption Price;




          (iii) the CUSIP number;




          (iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification
and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;




          (v) that, on the Redemption Date, the Redemption Price shall become due and payable upon each
such Trust Security to be redeemed and that Distributions thereon shall cease to accumulate on and
after said date, except as provided in Section 4.02(d); and




          (vi) the place or places at which Trust Securities are to be surrendered for the payment of
the Redemption Price.




     (c) The Trust Securities to be redeemed on each Redemption Date shall be redeemed at the
Redemption Price with the proceeds from the contemporaneous redemption of Debentures. Redemptions
of the Trust Securities shall be made and the Redemption Price shall be payable on



16









 







each Redemption Date only to the extent that the Trust has immediately available funds then on
hand and available in the Payment Account for the payment of such Redemption Price.



     (d) If the Property Trustee gives a notice of redemption in respect of any Trust Securities,
then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the
Property Trustee, subject to Section 4.02(c), shall deposit with the Paying Agent funds sufficient
to pay the applicable Redemption Price and shall give the Paying Agent irrevocable instructions and
authority to pay the Redemption Price to the record holders thereof upon surrender of their Common
or Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or
prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the
Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities
on the relevant record dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit, (i) all rights of
Securityholders holding Trust Securities so called for redemption shall cease, except (A) the right
of such Securityholders to receive the Redemption Price, but without interest, and (B) the right of
the Securityholders to cause the Conversion Agent to convert the Trust Securities, (ii) such Trust
Securities shall cease to be Outstanding, and (iii) any Trust Securities Certificates will be
deemed to represent Debentures having a principal amount equal to the stated Liquidation Amount of
the Trust Securities represented thereby and bearing accrued and unpaid interest in an amount equal
to the accumulated and unpaid Distributions on such Trust Securities until such certificates are
presented to the Securities Registrar for transfer, reissuance or cancellation. In the event that
any date on which any Redemption Price is payable is not a Business Day, then payment of the
Redemption Price 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, such payment shall be made on the immediately
preceding Business Day (and without any reduction of the Redemption Price or any other payment on
account of any such acceleration), in each case with the same force and effect as if made on such
date. In the event that payment of the Redemption Price on account of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities shall continue to
accumulate, at the then applicable rate, from the Redemption Date originally established by the
Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case
the actual payment date shall be the date fixed for redemption for purposes of calculating the
Redemption Price.



     (e) Payment of the Redemption Price on the Trust Securities shall be made to the record
holders thereof as they appear on the Securities Register for the Trust Securities on the relevant
record date, which shall be the date 15 days prior to the relevant Redemption Date.



     (f) Subject to Section 4.04(a), if less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be
redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common
Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such method (including,
without limitation, by lot) as the Property Trustee shall deem fair and



17









 







appropriate and which may provide for the selection for redemption of portions (equal to such
Liquidation Amount or an integral multiple of such Liquidation Amount in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than such Liquidation Amount;
provided, however, in the event the redemption relates only to Preferred Securities purchased and
held by the Depositor being redeemed in exchange for a Like Amount of Debentures, the Property
Trustee shall select those particular Preferred Securities for redemption. The Property Trustee
shall promptly notify the Securities Registrar in writing of the Preferred Securities selected for
redemption and, in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of Trust Securities shall
relate, in the case of any Trust Securities redeemed or to be redeemed only in part, to the portion
of the Liquidation Amount of Trust Securities which has been or is to be redeemed.



Section 4.03 Conversion.




     The Securityholders shall have the right at any time on or after October 23, 2009, and prior
to the close of business on the Business Day immediately preceding the date of repayment of such
Trust Securities, whether at maturity or upon redemption (either at the option of the Depositor or
pursuant to a Tax Event, an Investment Company Event or a Capital Treatment Event), at their
option, to cause the Conversion Agent to exchange Trust Securities, on behalf of the converting
Holders, for a Like Amount of Debentures and to immediately convert such Debentures into shares of
the Common Stock in the manner described herein and in the Indenture, on and subject to the
following terms and conditions and the terms and conditions set forth in the Indenture:



     (a) The Preferred Securities shall be convertible at the office of the Conversion Agent into
fully paid and nonassessable shares of Common Stock pursuant to the Holder’s direction to the
Conversion Agent to exchange such Preferred Securities for a portion of the Debentures theretofore
held by the Trust on the basis of one Security per $1,000 principal amount of Debentures, and
immediately convert such amount of Debentures into fully paid and nonassessable shares of Common
Stock of the Depositor at an initial conversion rate provided for in
the Indenture of ___ shares of
Common Stock per $1,000 principal amount of Debentures, subject to certain adjustments set forth in
the terms of the Indenture (as so adjusted, the “Conversion Ratio”).



     (b) In order to convert Trust Securities into Common Stock, the Holder must submit to the
Conversion Agent an irrevocable request to convert Trust Securities on behalf of such Holder (the
“Conversion Request”), together, if the Trust Securities are in certificated form, with the Trust
Security Certificates representing the Trust Securities to be converted. The Conversion Request
shall (i) set forth the number of Trust Securities to be converted and the name or names, if other
than the Holder, in which the shares of Common Stock should be issued, and (ii) direct the
Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by the
Trust (at the rate of exchange specified in Section 4.03(a) hereof), and (B) to immediately convert
such Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio referenced in
Section 4.03(a) hereof). The Conversion Agent shall notify the Trust of the Holder’s election to
exchange Trust Securities for a portion of the Debentures held by the Trust



18









 







and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to
the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with
the Indenture and with this Section 4.03. The Conversion Agent shall thereupon notify the Depositor
of the Holder’s election to convert such Debentures into shares of Common Stock.



     (c) Distributions accruing between Distribution Dates shall not be paid on Preferred
Securities that are converted, nor shall any payment, allowance or adjustment be made for
accumulated and unpaid Distributions, whether or not in arrears, on converted Preferred Securities,
except that if any Preferred Security is converted (i) on or after a record date for payment of
Distributions thereon and prior to the related Distribution Date, the amount of the Distributions
payable on the related Distribution Date with respect to such Preferred Security shall be paid by
the converting Holder to the Trust and the Distributions payable on the related Distribution Date
with respect to such Preferred Security shall be distributed to the Holder on such record date,
despite such conversion, and (ii) during an Extended Interest Payment Period and after the Property
Trustee mails a notice of redemption with respect to the Preferred Securities that are to be
converted, accrued and unpaid Distributions through the Conversion Date of the Preferred Securities
so converted shall be distributed to the Holder who converts such Preferred Securities, which
Distribution shall be made on the Redemption Date fixed for redemption. Except as provided above,
neither the Trust nor the Depositor shall make, or be required to make, any payment, allowance or
adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on
the Trust Securities (including any Additional Amount) surrendered for conversion, or on account of
any accumulated and unpaid dividends, if any, on the shares of Common Stock issued upon such
conversion. The Depositor shall make no payment or allowance for distributions on the shares of
Common Stock issued upon such conversion, except to the extent that such shares of Common Stock are
held of record on the record date for any such distributions and except as provided in Section 4.9
of the Indenture. Trust Securities shall be deemed to have been converted immediately prior to the
close of business on the day on which a Conversion Request relating to such Trust Securities is
received by the Trust in accordance with the foregoing provisions of this Section 4.03 (the
“Conversion Date”). The Person or Persons entitled to receive the Common Stock issuable upon
conversion of the Debentures shall be treated for all purposes as the record holder or holders of
such Common Stock at such time. As promptly as practicable on or after the Conversion Date, the
Depositor shall issue and deliver at the office of the Conversion Agent 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 as provided in Section 4.03(e) hereof, unless otherwise directed by
the Holder in the Conversion Request, and the Conversion Agent shall distribute such certificate or
certificates to such Person or Persons.



     (d) Each Holder of a Trust Security by his acceptance thereof appoints the Bank as such
Holder’s Agent (the “Conversion Agent”) for the purpose of effecting the conversion of Trust
Securities in accordance with this Section 4.03. In effecting the conversion and transactions
described in this Section 4.03, the Conversion Agent shall be acting as agent of the
Securityholders directing it to effect such conversion transactions. The Conversion Agent is hereby
authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in
connection with the conversion of such Trust Securities with this Section 4.03, and (ii) to convert
all or a portion of the Debentures into Common Stock and thereupon to deliver such



19









 







shares of Common Stock in accordance with the provisions of this Section 4.03 and to deliver
to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.



     (e) [Reserved].



     (f) The Trust shall deliver the shares of Common Stock of the Depositor received upon
conversion of the Debentures to the converting Holder free and clear of all liens, charges,
security interests and encumbrances, except for United States withholding taxes and the lien
described in Section 8.06. Each of the Depositor and the Trust shall prepare and shall use its best
efforts to obtain and keep in force such governmental or regulatory permits or other authorizations
as may be required by law, and shall comply with all applicable requirements as to registration or
qualification of the Common Stock (and all requirements to list the Common Stock issuable upon
conversion of Debentures that are at the time applicable), in order to enable the Depositor to
lawfully issue Common Stock to the Trust upon conversion of the Debentures and the Trust to
lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities.



     (g) The Depositor shall pay any and all taxes that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of Debentures and the delivery of the shares of
Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not,
however, be required to pay any tax that may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that in which the Trust
Securities so converted were registered, and no such issue or delivery shall be made unless and
until the person requesting such issue or delivery has paid to the Trust the amount of any such tax
or has established to the satisfaction of the Trust that it has been paid.



     (h) Nothing in the preceding Section 4.03 shall (1) limit the requirements of the Trust to
withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust
Agreement or (2) otherwise require the Property Trustee, the Delaware Trustee or the Trust to pay
any amount on account of such withholdings.



Section 4.04 Subordination of Common Securities.




     (a) Payment of Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made, subject to Section
4.02(f), pro rata among the Common Securities and the Preferred Securities based on the Liquidation
Amount of the Trust Securities; provided, however, that if on any Distribution Date or Redemption
Date any Event of Default resulting from a Debenture Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts, if applicable) on, or
Redemption Price of, any Common Security, and no other payment on account of the redemption,
liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash
of all accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or
in the case of payment of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities then called for redemption, shall have been made or provided for,
and all funds immediately available to the Property Trustee shall first be applied to the payment
in full in cash of all Distributions




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(including Additional Amounts, if applicable) on, or the Redemption Price of, Preferred
Securities then due and payable.




     (b) In the case of the occurrence of any Event of Default resulting from a Debenture Event of
Default, the Holder of Common Securities shall be deemed to have waived any right to act with
respect to any such Event of Default under this Trust Agreement until the effect of all such Events
of Default with respect to the Preferred Securities shall have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with respect to the
Preferred Securities shall have been so cured, waived or otherwise eliminated, the Property Trustee
shall act solely on behalf of the Holders of the Preferred Securities and not the Holder of the
Common Securities, and only the Holders of the Preferred Securities shall have the right to direct
the Property Trustee to act on their behalf.



Section 4.05 Payment Procedures.




     Payments of Distributions (including Additional Amounts, if applicable) in respect of the
Preferred Securities shall be made by check mailed to the address of the Person entitled thereto as
such address shall appear on the Securities Register. Payments in respect of the Common Securities
shall be made in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.



Section 4.06 Tax Returns and Reports.




     The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor’s
expense, and file all United States federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust. In this regard, the Administrative
Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal
Revenue Service forms required to be filed in respect of the Trust in each taxable year of the
Trust; and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder
the appropriate Internal Revenue Service forms required to be furnished to such Securityholder or
the information required to be provided on such form. The Administrative Trustees shall provide the
Depositor with a copy of all such returns and reports promptly after such filing or furnishing. The
Property Trustee shall comply with United States federal withholding and backup withholding tax
laws and information reporting requirements with respect to any payments to Securityholders under
the Trust Securities.



Section 4.07 Payment of Taxes, Duties, Etc. of the Trust.




     Upon receipt under the Debentures of Additional Interest, the Property Trustee, at the
direction of an Administrative Trustee or the Depositor, shall promptly pay any taxes, duties or
governmental charges of whatsoever nature (other than withholding taxes) imposed on the Trust by
the United States or any other taxing authority.



Section 4.08 Payments Under Indenture.




     Any amount payable hereunder to any Holder of Preferred Securities shall be reduced by the
amount of any corresponding payment such Holder has directly received under the Indenture pursuant
to Section 5.15(b) or (c) hereof.



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ARTICLE V. TRUST SECURITIES CERTIFICATES




Section 5.01 Initial Ownership.




     Upon the creation of the Trust and the contribution by the Depositor pursuant to Section 2.03
and until the issuance of the Trust Securities, and at any time during which no Trust Securities
are outstanding, the Depositor shall be the sole beneficial owner of the Trust.



Section 5.02 The Trust Securities Certificates.




     The Preferred Securities Certificates shall be issued in minimum denominations of the
Liquidation Amount and integral multiples of the Liquidation Amount in excess thereof, and the
Common Securities Certificates shall be issued in denominations of the Liquidation Amount and
multiples thereof (which may, in the case of the Common Securities, include fractional amounts).
The Trust Securities Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not
hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and
subject to the obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee’s name pursuant to Sections 5.05, 5.12 and 5.14.



Section 5.03 Execution, Authentication and Delivery of Trust Securities Certificates.




     (a) On any Securities Issue Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust by at least one of the Administrative Trustees and delivered to or
upon the written order of the Depositor, signed by its Chief Executive Officer, President, any Vice
President or its Treasurer without further corporate action by the Depositor, in authorized
denominations.



     (b) A Preferred Securities Certificate shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee in substantially the form of Exhibit E
attached hereto. The signature shall be conclusive evidence that the Preferred Securities
Certificate has been authenticated under this Trust Agreement. Each Preferred Security Certificate
shall be dated the date of its authentication.



     Upon the written order of the Trust signed by one of the Administrative Trustees, the Property
Trustee shall authenticate and make available for delivery the Preferred Securities Certificates.



     The Property Trustee may appoint an Authenticating Agent acceptable to the Trust to
authenticate the Preferred Securities. An Authenticating Agent may authenticate the Preferred
Securities whenever the Property Trustee may do so. Each reference in this Trust Agreement to



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authentication by the Property Trustee includes authentication by such agent. An
Authenticating Agent has the same rights as the Property Trustee to deal with the Company or the
Trust.



Section 5.04 [Reserved].




Section 5.05 Registration of Transfer and Exchange of Preferred Securities Certificates.




     (a) The Depositor shall keep or cause to be kept, at the office maintained pursuant to Section
5.09, a register or registers for the purpose of registering Trust Securities Certificates and,
subject to the provisions of Section 5.03, transfers and exchanges of Preferred Securities
Certificates (herein referred to as the “Securities Register”) in which the registrar designated by
the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities Certificates and Common
Securities Certificates (subject to Section 5.12 in the case of the Common Securities Certificates)
and registration of transfers and exchanges of Preferred Securities Certificates as herein
provided. The Property Trustee shall be the initial Securities Registrar.



     (b) Subject to the provisions of Section 5.03, upon surrender for registration of transfer of
any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.09,
the Administrative Trustees or any one of them shall execute and deliver to, and in the name of the
designated transferee or transferees, one or more new Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such
Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the
transfer of any Preferred Securities that have been called for redemption. At the option of a
Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities
Certificates in authorized denominations of the same class and of a like aggregate Liquidation
Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or
agency maintained pursuant to Section 5.09.



     (c) Every Preferred Securities Certificate presented or surrendered for registration of
transfer or exchange, subject to the provisions of Section 5.03, shall be accompanied by a written
instrument of transfer in form satisfactory to the Property Trustee and the Securities Registrar
duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities
Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently
disposed of by the Property Trustee in accordance with its customary practice. The Trust shall not
be required to (i) issue, register the transfer of, or exchange any Preferred Securities during a
period beginning at the opening of business 15 calendar days before the date of mailing of a notice
of redemption of any Preferred Securities called for redemption and ending at the close of business
on the day of such mailing; or (ii) register the transfer of or exchange any Preferred Securities
so selected for redemption, in whole or in part, except the unredeemed portion of any such
Preferred Securities being redeemed in part.



     (d) No service charge shall be made for any registration of transfer or exchange of Preferred
Securities Certificates, subject to the provisions of Section 5.03, but the Securities Registrar
may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Preferred Securities Certificates.



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     (e) Preferred Securities may only be transferred, in whole or in part, in accordance with the
terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any
Preferred Security not made in accordance with this Trust Agreement shall be null and void. A
Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the
form of another Preferred Security.



Section 5.06 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.




     If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities
Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Trust Securities Certificate; and (b) there shall be delivered to
the Securities Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative
Trustees, or any one of them, on behalf of the Trust shall execute and make available for delivery,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and denomination. The
Securities Registrar, Property Trustee and Delaware Trustee shall be deemed not to have notice of
such acquisition unless a Responsible Officer of such Securities Registrar, Property Trustee or
Delaware Trustee has received written notice of such acquisition. In connection with the issuance
of any new Trust Securities Certificate under this Section 5.06, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section 5.06 shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.



Section 5.07 Persons Deemed Securityholders.




     The Trustees, the Paying Agent and the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities Register as the owner
of such Trust Securities Certificate for the purpose of receiving Distributions and for all other
purposes whatsoever, and neither the Trustees nor the Securities Registrar shall be bound by any
notice to the contrary.



Section 5.08 Access to List of Securityholders’ Names and Addresses.




     At any time when the Property Trustee is not also acting as the Securities Registrar, the
Administrative Trustees or the Depositor shall furnish or cause to be furnished to the Property
Trustee (a) within five Business Days of March 15, June 15, September 15 and December 15 of each
year, a list, in such form as the Property Trustee may reasonably require, of the names and
addresses of the Securityholders as of the most recent record date; and (b) promptly after receipt
by any Administrative Trustee or the Depositor of a request therefor from the Property Trustee in
order to enable the Property Trustee to discharge its obligations under this Trust Agreement, in
each case to the extent such information is in the possession or control of the Administrative
Trustees or the Depositor and is not identical to a previously supplied list or has not otherwise
been received by the Property Trustee in its capacity as Securities Registrar. The rights of



24









 







Securityholders to communicate with other Securityholders with respect to their rights under
this Trust Agreement or under the Trust Securities, and the corresponding rights of the Trustee
shall be as provided in the Trust Indenture Act. Each Holder, by receiving and holding a Trust
Securities Certificate, and each owner shall be deemed to have agreed not to hold the Depositor,
the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was derived.



Section 5.09 Maintenance of Office or Agency.




     The Administrative Trustees shall maintain, or cause to be maintained, at the Depositor’s
offices at 2200 Montauk Highway, Bridgehampton, New York 11932, or other location designated by the
Administrative Trustees, an office where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, 1100 North Market Street, Wilmington,
Delware 19890, as the principal corporate trust office for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor and to the Securityholders of any change
in the location of the Securities Register or any such office or agency.



Section 5.10 Appointment of Paying Agent.




     The Paying Agent shall make Distributions to Securityholders from the Payment Account and
shall report the amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment
Account for the purpose of making the Distributions referred to above. The Administrative Trustees
(by a majority vote) may revoke such power and remove the Paying Agent if such Trustees determine
in their sole discretion that the Paying Agent shall have failed to perform its obligations under
this Trust Agreement in any material respect. The Paying Agent shall initially be the Property
Trustee, and any co-paying agent chosen by the Property Trustee must be acceptable to the
Administrative Trustees and the Depositor. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees, the Property
Trustee and the Depositor. In the event that the Property Trustee shall no longer be the Paying
Agent or a successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and
the Depositor to act as Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in which such
successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by
it for payment to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent shall return all
unclaimed funds to the Property Trustee and, upon removal of a Paying Agent, such Paying Agent
shall also return all funds in its possession to the Property Trustee. The provisions of Sections
8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its role as Paying Agent, for so
long as the Property Trustee shall act as Paying Agent and, to the extent applicable,



25









 







to any other Paying Agent appointed hereunder. Any reference in this Agreement to the Paying
Agent shall include any co-paying agent unless the context requires otherwise.



Section 5.11 Appointment of Conversion Agent.




     The Conversion Agent shall convert the Trust Securities of the Securityholders in accordance
with Section 4.03 hereof. The Administrative Trustees may revoke such power and remove the
Conversion Agent if such Trustees determine in their sole discretion that the Conversion Agent
shall have failed to perform its obligations under this Trust Agreement in any material respect.
The Conversion Agent shall initially be the Bank, and any co-paying agent chosen by the Bank, and
acceptable to the Administrative Trustees and the Depositor. Any Person acting as Conversion Agent
shall be permitted to resign as Conversion Agent upon 30 days’ written notice to the Administrative
Trustees, the Property Trustee and the Depositor. In the event that the Bank shall no longer be the
Conversion Agent or a successor Conversion Agent shall resign or its authority to act be revoked,
the Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee
and the Depositor to act as conversion Agent (which shall be a bank or trust company). The
provisions of Sections 8.01, 8.03 and 8.06 of this Trust Agreement shall apply to the Bank also in
its role as Conversion Agent, for so long as the Bank shall act as Conversion Agent and, to the
extent applicable, to any other conversion agent appointed hereunder, and any Conversion Agent
shall be bound by the requirements with respect to conversion agents of securities issued pursuant
to the Trust Indenture Act. Any reference in this Trust Agreement to the Conversion Agent shall
include any co-paying agent unless the context requires otherwise.



Section 5.12 Ownership of Common Securities by Depositor.




     On the Closing Date, the Depositor shall acquire and retain beneficial and record ownership of
the Common Securities. To the fullest extent permitted by law, any attempted transfer of the Common
Securities (other than a transfer permitted by Article XIII of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to
contain a legend stating THIS CERTIFICATE IS NOT TRANSFERABLE.



Section 5.13 Trust Securities Certificates.




     (a) Preferred Securities Certificates shall be issued in the form of definitive Preferred
Securities Certificates, substantially in the form of Exhibit D.



     (b) A single Common Securities Certificate representing the Common Securities shall be issued
to the Depositor in the form of a definitive Common Securities Certificate substantially in the
form of Exhibit B.



Section 5.14 Notices to Clearing Agency.




     To the extent that a notice or other communication to the Holders is required under this Trust
Agreement, such notice shall be provided to the owners of the beneficial interest in the Preferred
Securities, as their names and addresses shall appear in the Securities Register.



26









 





Section 5.15 Rights of Securityholders.




     (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in
its capacity as such) in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below. The Trust
Securities shall be personal property giving only the rights specifically set forth therein and in
this Trust Agreement. The Trust Securities shall have no preemptive or similar rights. When issued
and delivered to Holders of the Preferred Securities against payment of the purchase price
therefor, the Preferred Securities shall be fully paid and nonassessable interests in the Trust.
The Holders of the Preferred Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.



     (b) For so long as any Preferred Securities remain Outstanding, if, upon a Debenture Event of
Default, the Indenture Trustee fails or the holders of not less than 25% in principal amount of the
outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due
and payable, the Holders of at least 25% in Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing to the Depositor and the Indenture
Trustee; and upon any such declaration such principal amount of and the accrued interest on all of
the Debentures shall become immediately due and payable, provided that the payment of principal and
interest on such Debentures shall remain subordinated to the extent provided in the Indenture.



     (c) For so long as any Preferred Securities remain Outstanding, upon a Debenture Event of
Default arising from the failure to pay interest or principal on the Debentures, the Holders of any
Preferred Securities then Outstanding shall, to the fullest extent permitted by law, have the right
to directly institute proceedings for enforcement of payment to such Holders of principal of or
interest on the Debentures having a principal amount equal to the Liquidation Amount of the
Preferred Securities of such Holders.



ARTICLE VI. ACTS OF SECURITYHOLDERS; MEETINGS; VOTING




Section 6.01 Limitations on Voting Rights.




     (a) Except as provided in this Section 6.01, in Sections 5.15, 8.10 and 10.02 and in the
Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any
right to vote or in any manner otherwise control the administration, operation and management of
the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.



     (b) So long as any Debentures are held by the Property Trustee on behalf of the Trust, the
Trustees shall not (i) direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or executing any trust or power conferred on the
Indenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable



27









 







under Article VIII of the Indenture; (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures, where such consent
shall be required, without, in each case, obtaining the prior approval of the Holders of at least a
majority in Liquidation Amount of all Outstanding Preferred Securities; provided, however, that
where a consent under the Indenture would require the consent of each holder of outstanding
Debentures affected thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any
action previously authorized or approved by a vote of the Holders of the Outstanding Preferred
Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The
Property Trustee shall notify each Holder of the Outstanding Preferred Securities of any notice of
default received from the Indenture Trustee with respect to the Debentures. In addition to
obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any
of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that the Trust shall continue to be classified as
a grantor trust and not as an association taxable as a corporation for United States federal income
tax purposes on account of such action.



     (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise
propose to effect, (i) any action that would adversely affect in any material respect the powers,
preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust
Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities
as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a majority in
Liquidation Amount of the Outstanding Preferred Securities. No amendment to this Trust Agreement
may be made if, as a result of such amendment, in the Opinion of Counsel (obtained at Depositor’s
expense) the Trust would cease to be classified as a grantor trust or would be classified as an
association taxable as a corporation for United States federal income tax purposes or the Trust
would lose its Investment Company Act exception.



Section 6.02 Notice of Meetings.




     Notice of all meetings of the Securityholders of Outstanding Preferred Securities, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section
10.08 to each such Preferred Securityholder of record, at his registered address, at least 15 days
and not more than 90 days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.



Section 6.03 Meetings of Preferred Securityholders.




     (a) No annual meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter in respect of which
Preferred Securityholders are entitled to vote upon the written request of the Preferred
Securityholders of 25% of the Outstanding Preferred Securities (based upon their aggregate
Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time



28









 







in their discretion, call a meeting of Preferred Securityholders of Outstanding Preferred
Securities to vote on any matters as to which such Preferred Securityholders are entitled to vote.



     (b) Preferred Securityholders of record of 50% of the Outstanding Preferred Securities (based
upon their aggregate Liquidation Amount), present in person or by proxy, shall constitute a quorum
at any meeting of Securityholders.



     (c) If a quorum is present at a meeting, an affirmative vote by the Preferred Securityholders
of record present, in person or by proxy, holding more than a majority of the Preferred Securities
(based upon their aggregate Liquidation Amount) held by the Preferred Securityholders of record
present, either in person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater number of affirmative votes.



Section 6.04 Voting Rights.




     Securityholders shall be entitled to one vote for each $1,000 of Liquidation Amount
represented by their Trust Securities (with any fractional multiple thereof rounded up or down as
the case may be to the closest integral multiple) in respect of any matter as to which such
Securityholders are entitled to vote.



Section 6.05 Proxies, Etc.




     At any meeting of Securityholders, any Securityholder entitled to vote thereat may vote by
proxy, provided that no proxy, shall be voted at any meeting unless it shall have been placed on
file with the Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which such vote shall be
taken. Only Holders shall be entitled to vote. When Trust Securities are held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or
on behalf of a Securityholder shall be deemed valid unless challenged at or prior to its exercise,
and, the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.



Section 6.06 Securityholder Action by Written Consent.




     Any action which may be taken by Securityholders at a meeting may be taken without a meeting
if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon
their aggregate Liquidation Amount) entitled to vote in respect of such action (or such larger
proportion thereof as shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their aggregate Liquidation Amount).



29









 





Section 6.07 Record Date for Voting and Other Purposes.




     For the purposes of determining the Securityholders who are entitled to notice of and to vote
at any meeting or by written consent, or to participate in any Distribution on the Trust Securities
in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees or the Property Trustee may from time to
time fix a date, not more than 90 days prior to the date of any meeting of Securityholders or the
payment of Distribution or other action, as the case may be, as a record date for the determination
of the identity of the Securityholders of record for such purposes.



Section 6.08 Acts of Securityholders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Trust Agreement to be given, made or taken by Securityholders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject
to Section 8.01) conclusive in favor of the Trustees, if made in the manner provided in this
Section 6.08.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which any Trustee receiving the same deems sufficient.



     (c) The ownership of Preferred Securities shall be proved by the Securities Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Securityholder of any Trust Security shall bind every future Securityholder of the same Trust
Security and the Securityholder of every Trust Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered
to be done by the Trustees or the Trust in reliance thereon, whether or not notation of such action
is made upon such Trust Security.



     (e) Without limiting the foregoing, a Securityholder entitled hereunder to take any action
hereunder with regard to any particular Trust Security may do so with regard to all or any part of
the Liquidation Amount of such Trust Security or by one or more duly appointed agents



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each of which may do so pursuant to such appointment with regard to all or any part of such
liquidation amount.



     (f) A Securityholder may institute a legal proceeding directly against the Depositor under the
Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding
against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person.



Section 6.09 Inspection of Records.




     Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of
the Trust shall be open to inspection at the principal executive office of the Trust (as indicated
in Section 2.02) by Holders of the Trust Securities during normal business hours for any purpose
reasonably related to such Holder’s interest as a Holder.



ARTICLE VII. REPRESENTATIONS AND WARRANTIES




Section 7.01 Representations and Warranties of the Bank and the Property Trustee.




     The Bank and the Property Trustee, each severally on behalf of and as to itself, as of the
date hereof, and each successor Property Trustee at the time of the successor Property Trustee’s
acceptance of its appointment as Property Trustee hereunder (in the case of a successor Property
Trustee, the term Bank as used herein shall be deemed to refer to such successor Property Trustee
in its separate corporate capacity), hereby represents and warrants (as applicable) for the benefit
of the Depositor and the Securityholders that:



     (a) the Bank is a banking corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware;



     (b) the Bank has full corporate power, authority and legal right to execute, deliver and
perform its obligations under this Trust Agreement and has taken all necessary action to authorize
the execution, delivery and performance by it of this Trust Agreement;



     (c) this Trust Agreement has been duly authorized, executed and delivered by the Property
Trustee and constitutes the valid and legally binding agreement of the Property Trustee enforceable
against it in accordance with its terms, subject to bankruptcy, insolvency, liquidation fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of
creditors’ rights generally and to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such
enforceability is considered in a proceeding in equity or at law);



     (d) the execution, delivery and performance by the Property Trustee of this Trust Agreement
does not require any approval of stockholders of the Bank and such execution, delivery and
performance shall not (i) violate the Bank’s charter or by-laws; or (ii) violate any law,
governmental rule or regulation of the United States or the State of Delaware, as the case may be,
governing the banking or trust powers of the Bank or the Property Trustee (as appropriate in
context);



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     (e) the Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act as
such and has a combined capital and surplus of at least $100,000,000.



Section 7.02 Representations and Warranties of the Delaware Bank and the Delaware Trustee.




     The Delaware Bank and the Delaware Trustee, each severally on behalf of and as to itself, as
of the date hereof, and each successor Delaware Trustee at the time of the successor Delaware
Trustee’s acceptance of appointment as Delaware Trustee hereunder (the term Delaware Bank being
used to refer to such successor Delaware Trustee in its separate corporate capacity), hereby
represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders
that:



     (a) the Delaware Bank is a Delaware banking corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware;



     (b) the Delaware Bank has full corporate power, authority and legal right to execute, deliver
and perform its obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust Agreement;



     (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware
Trustee and constitutes the valid and legally binding agreement of the Delaware Trustee enforceable
against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors, rights and to general equity principles;



     (d) the execution, delivery and performance by the Delaware Trustee of this Trust Agreement
does not require any approval of stockholders of the Delaware Bank and such execution, delivery and
performance shall not (i) violate the Delaware Bank’s charter or by-laws; or (ii) violate any law,
governmental rule or regulation of the United States or the State of Delaware, as the case may be,
governing the banking or trust powers of the Delaware Bank or the Delaware Trustee (as appropriate
in context);



Section 7.03 Representations and Warranties of Depositor.




     The Depositor hereby represents and warrants for the benefit of the Securityholders that:



     (a) the Trust Securities Certificates issued on the Closing Date or the Option Closing Date,
if applicable, on behalf of the Trust have been duly authorized and, shall have been, duly and
validly executed, issued and delivered by the Administrative Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Trust Agreement and the
Securityholders shall be, as of such date, entitled to the benefits of this Trust Agreement; and



     (b) there are no taxes, fees or other governmental charges payable by the Trust (or the
Trustees on behalf of the Trust) under the laws of the State of Delaware or any political
subdivision thereof in connection with the execution, delivery and performance by the Bank, the
Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.



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     (c) the Depositor is a New York corporation duly organized, validly existing and in good
standing under the laws of the State of New York;



     (d) the Depositor has full corporate power, authority and legal right to execute, deliver and
perform its obligations under this Trust Agreement and has taken all necessary action to authorize
the execution, delivery and performance by it of this Trust Agreement;



     (e) this Trust Agreement has been duly authorized, executed and delivered by the Depositor and
constitutes the valid and legally binding agreement of the Depositor enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors, rights and
to general equity principles;



     (f) the execution, delivery and performance by the Depositor of this Trust Agreement does not
require any approval of stockholders of the Depositor and such execution, delivery and performance
shall not (i) violate the Depositor’s charter or by-laws; or (ii) violate any law, governmental
rule or regulation of the United States or the State of Pennsylvania, as the case may be, governing
the Depositor (as appropriate in context);



     (g) neither the authorization, execution or delivery by the Depositor of this Trust Agreement
nor the consummation of any of the transactions by the Depositor contemplated herein or therein
requires the consent or approval of, the giving of notice to, the registration with or the taking
of any other action with respect to any governmental authority or agency under any existing state
or federal law governing the banking powers of the Depositor; and



     (h) there are no proceedings pending or, to the best of the Depositor’s knowledge, threatened
against or affecting the Depositor in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would materially and
adversely affect the Trust or would question the right, power and authority of the Depositor to
enter into or perform its obligations under this Trust Agreement.



ARTICLE VIII. TRUSTEES




Section 8.01 Certain Duties and Responsibilities.




     (a) The duties and responsibilities of the Trustees shall be as provided by this Trust
Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their
own funds or otherwise incur any financial liability in the performance of any of their duties
hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. No Trustee shall be liable for its act or omissions
hereunder except as a result of its own gross negligence or willful misconduct. Whether or not
therein expressly so provided, every provision of this Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 8.01. To the extent that, at law or in equity, the Trustees have duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the
Trust or to any



33









 




Securityholder for such Trustee’s good faith reliance on the provisions of this Trust
Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate
the duties and liabilities of the Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and liabilities of the Trustees.




     (b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust
Securities shall be made only from the revenue and proceeds from the Trust Property and only to the
extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the
Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust Security, agrees that it shall look solely to the
revenue and proceeds from the Trust Property to the extent legally available for distribution to it
as herein provided and that the Trustees are not personally liable to it for any amount
distributable in respect of any Trust Security or for any other liability in respect of any Trust
Security. This Section 8.01(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement.



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



          (i) the Property Trustee shall not be liable for any error of judgment made in good faith by
an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee
was negligent in ascertaining the pertinent facts;




          (ii) the Property 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 Liquidation Amount of the Trust Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust
or power conferred upon the Property Trustee under this Trust Agreement;




          (iii) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical
preservation of the Debentures and the Payment Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property for its own account, subject to
the protections and limitations on liability afforded to the Property Trustee under this Trust
Agreement;




          (iv) the Property Trustee shall not be liable for any interest on any money received by it
except as it may otherwise agree in writing with the Depositor and money held by the Property
Trustee need not be segregated from other funds held by it except in relation to the Payment
Account maintained by the Property Trustee pursuant to Section 3.01 and except to the extent
otherwise required by law; and




     (d) the Bank and the Property Trustee shall not be responsible for monitoring the compliance
by the Delaware Bank, the Delaware Trustee, the Administrative Trustees or the Depositor with their
respective duties under this Trust Agreement, nor shall the Bank or the Property Trustee be liable
for the negligence or gross negligence, default or misconduct of the Delaware Bank, the Delaware
Trustee, the Administrative Trustees or the Depositor.



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Section 8.02 Certain Notices.




     (a) Within five Business Days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Property Trustee, the Property Trustee shall transmit, in the manner and
to the extent provided in Section 10.08, notice of such Event of Default to the Securityholders,
the Administrative Trustees and the Depositor, unless such Event of Default shall have been cured
or waived. For purposes of this Section 8.02 the term Event of Default means any event that is, or
after notice or lapse of time or both would become, an Event of Default.



     (b) The Administrative Trustees shall transmit, to the Securityholders in the manner and to
the extent provided in Section 10.08, notice of the Depositor’s election to begin or further extend
an Extended Interest Payment Period on the Debentures (unless such election shall have been
revoked) and of any election by the Depositor to accelerate the Maturity Date of the Debentures, as
defined in the Indenture, within the time specified for transmitting such notice to the holders of
the Debentures pursuant to the Indenture.



Section 8.03 Certain Rights of Property Trustee.




     Subject to the provisions of Section 8.01:



     (a) the Property Trustee may rely and shall be protected in acting or refraining from acting
in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a
Holder or transferee, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence
of indebtedness 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) if (i) in performing its duties under this Trust Agreement the Property Trustee is
required to decide between alternative courses of action; or (ii) in construing any of the
provisions of this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent
with other provisions contained herein; or (iii) the Property Trustee is unsure of the application
of any provision of this Trust Agreement, then, except as to any matter as to which the Preferred
Securityholders are entitled to vote under the terms of this Trust Agreement, the Property Trustee
shall deliver a notice to the Depositor requesting written instructions of the Depositor as to the
course of action to be taken and the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain
from taking, by the Depositor; provided, however, that if the Property Trustee does not receive
such instructions of the Depositor within 10 Business Days after it has delivered such notice, or
such reasonably shorter period of time set forth in such notice (which to the extent practicable
shall not be less than 2 Business Days), it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Trust Agreement as it shall deem advisable and
in the best interests of the Securityholders, in which event the Property Trustee shall have no
liability except for its own bad faith, negligence or willful misconduct;



     (c) any direction or act of the Depositor or the Administrative Trustees contemplated by this
Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate;



35









 





     (d) whenever in the administration of this Trust Agreement, the Property Trustee shall deem it
desirable that a matter be established before undertaking, suffering or omitting any action
hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in
the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate
which, upon receipt of such request, shall be promptly delivered by the Depositor or the
Administrative Trustees;



     (e) the Property Trustee shall have no duty to see to any recording, filing or registration of
any instrument (including any financing or continuation statement, any filing under tax or
securities laws or any filing under tax or securities laws) or any rerecording, refiling or
reregistration thereof;



     (f) at Depositor’s expense (1) the Property Trustee may consult with counsel of its choice
(which counsel may be counsel to the Depositor or any of its Affiliates) and the advice of such
counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon and, in accordance with
such advice, and (2) the Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Trust Agreement from any court of competent jurisdiction;



     (g) the Property Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Trust Agreement at the request or direction of any of the Securityholders
pursuant to this Trust Agreement, unless such Securityholders shall have offered to the Property
Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; nothing contained herein
shall, however, relieve the Property Trustee of the obligation, upon the occurrence of any Event of
Default (that has not been cured or waived) to exercise such of the rights and powers vested in it
by this Trust Agreement, and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his own affairs;



     (h) the Property 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, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other
paper or document, unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts or matters as it
may see fit;



     (i) the Property Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through its agents or attorneys, and the Property Trustee
shall not be liable for the default or misconduct of such other agents or attorneys; provided that
the Property Trustee shall be responsible for its own negligence or recklessness with respect to
selection of any agent or attorney appointed by it hereunder;



     (j) whenever in the administration of this Trust Agreement the Property Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right or taking any other
action hereunder the Property Trustee (i) may request instructions from the Holders of



36









 







the Trust Securities which instructions may only be given by the Holders of the same
proportion in Liquidation Amount of the this Trust Agreement as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such remedy, right or
action; (ii) may refrain from enforcing such remedy or right or taking such other action until such
instructions are received; and (iii) shall be protected in acting in accordance with such
instructions; and



     (k) except as otherwise expressly provided by this Trust Agreement, the Property Trustee shall
not be under any obligation to take any action that is discretionary under the provisions of this
Trust Agreement. No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in
which the Property Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be construed to be a duty.



Section 8.04 Not Responsible for Recitals or Issuance of Securities.




     The Recitals contained herein and in the Trust Securities Certificates and the Private
Placement Memorandum of the Trust and the Depositor dated October 15, 2009, shall be taken as the
statements of the Trust, and the Trustees do not assume any responsibility for their correctness.
The Trustees shall not be accountable for the use or application by the Depositor of the proceeds
of the Debentures.



Section 8.05 May Hold Securities.




     Any Trustee or any other agent of any Trustee or the Trust, in its individual or any other
capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.08 and
8.13 and except as provided in the definition of the term Outstanding in Article I, may otherwise
deal with the Trust with the same rights it would have if it were not a Trustee or such other
agent.



Section 8.06 Compensation; Indemnity; Fees.




     The Depositor agrees:



     (a) to pay to the Bank, the Delaware Bank and Trustees from time to time compensation for all
services rendered by them hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust), in the case of the Delaware
Trustee, the Delaware Bank, the Bank and the Property Trustee, as set forth in a written agreement
between the Depositor and the Property Trustee;



     (b) except as otherwise expressly provided herein, to reimburse the Trustees upon request for
all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance
with any provision of this Trust Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to such Trustee’s gross negligence, bad faith or willful misconduct; and



37









 





     (c) to indemnify each of the Bank, the Delaware Bank, the Delaware Trustee and the Trustees or
any predecessor Trustee for, and to hold the Bank, the Delaware Bank, the Delaware Trustee and the
Trustees harmless against, any loss, damage, claims, liability, penalty or expense of any kind or
nature whatsoever, arising out of or in connection with the acceptance or administration of this
Trust Agreement, including the costs and expenses of defending itself against any claim or
liability relating to this Agreement, the Guarantee or the Indenture (“Losses”), except Losses
directly and primarily resulting from such Trustee’s gross negligence, bad faith or willful
misconduct.



     Depositor’s obligations shall survive termination of the Trust and the Trust Agreement.



     The obligations of the Depositor under this Section 8.06 to compensate and indemnify the
Trustees and to pay or reimburse the Trustees for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a
lien upon all property and funds held or collected by the Trustees as such, except funds held in
trust to pay Distributions on Preferred Securities.



Section 8.07 Corporate Property Trustee Required; Eligibility of Trustees.




     (a) There shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least $100,000,000. If any such
Person publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section 8.07, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with the provisions of
this Section 8.07, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VIII. The Property Trustee and the Delaware Trustee may be the same
Person.



     (b) There shall at all times be one or more Administrative Trustees hereunder with respect to
the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least
21 years of age or a legal entity that shall act through one or more persons authorized to bind
that entity.



     (c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The
Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware; or (ii) a legal entity with its principal place of business in
the State of Delaware and that otherwise meets the requirements of applicable Delaware law that
shall act through one or more persons authorized to bind such entity.



Section 8.08 Conflicting Interests.




     If the Property Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Property Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Trust Agreement.



38









 





Section 8.09 Co-Trustees and Separate Trustee.




     (a) Unless a Debenture Event of Default shall have occurred and be continuing, at any time or
times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust Property may at the time be located, the Depositor
shall have power to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery and performance of
all instruments and agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part
of such Trust Property, or to the extent required by law to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument of appointment, and
to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section 8.09. If the
Depositor does not join in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Debenture Event of Default has occurred and is continuing, the Property Trustee
alone shall have power to make such appointment. Any co-trustee or separate trustee appointed
pursuant to this Section 8.09 shall either be (i) a natural person who is at least 21 years of age
and a resident of the United States; or (ii) a legal entity with its principal place of business in
the United States that shall act through one or more persons authorized to bind such entity.



     (b) Should any written instrument from the Depositor be required by any co-trustee or separate
trustee so appointed for more fully confirming to such co-trustee or separate trustee such
property, title, right, or power, any and all such instruments shall, on request, be executed,
acknowledged, and delivered by the Depositor.



     (c) Every co-trustee or separate trustee shall, to the extent permitted by law, but to such
extent only, be appointed subject to the following terms, namely:



          (i) The Trust Securities shall be executed and delivered and all rights, powers, duties and
obligations hereunder in respect of the custody of securities, cash and other personal property
held by, or required to be deposited or pledged with, the Trustees specified hereunder, shall be
exercised, solely by such Trustees and not by such co-trustee or separate trustee.




          (ii) The rights, powers, duties and obligations hereby conferred or imposed upon the Property
Trustee in respect of any property covered by such appointment shall be conferred or imposed upon
and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee
or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Property Trustee shall be incompetent or unqualified to
perform such act, in which event such rights, powers, duties and obligations shall be exercised and
performed by such co-trustee or separate trustee.




          (iii) The Property Trustee at any time, by an instrument in writing executed by it, with the
written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or
separate trustee appointed under this Section 8.09, and, in case a Debenture Event



39









 






of Default has occurred and is continuing, the Property Trustee shall have the power to accept
the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of
the Depositor. Upon the written request of the Property Trustee, the Depositor shall join with the
Property Trustee in the execution, delivery and performance of all instruments and agreements
necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner provided in this Section
8.09.




          (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any
act or omission of the Property Trustee or any other trustee hereunder.




          (v) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate
trustee.




          (vi) Any Act of Holders delivered to the Property Trustee shall be deemed to have been
delivered to each such co-trustee and separate trustee.




Section 8.10 Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of any Trustee (the “Relevant Trustee”) and no appointment of a
successor Trustee pursuant to this Article VIII shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section
8.11.



     (b) Subject to the immediately preceding paragraph, a Trustee may resign at any time with
respect to the Trust Securities by giving written notice thereof to the Securityholders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall not have been
delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation,
the Relevant Trustee may petition, at the expense of the Depositor, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Trust Securities.



     (c) Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may
be removed at any time by Act of the Common Securityholder. If a Debenture Event of Default shall
have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation Amount of the Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the
Trust). An Administrative Trustee may be removed by the Common Securityholder at any time.



     (d) If any Trustee shall resign, be removed or become incapable of acting as Trustee, or if a
vacancy shall occur in the office of any Trustee for any cause, at a time when no Debenture Event
of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common
Securityholder delivered to the Relevant Trustee and the other Trustees, shall promptly appoint a
successor Trustee or Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee or Trustees shall comply with the applicable requirements of Section 8.11. If the Property
Trustee or the Delaware Trustee shall resign, be removed or become incapable of continuing to act
as the Property Trustee or the Delaware Trustee, as the case may be, at a time when a Debenture
Event of Default shall have occurred and is continuing, the




40












 




Preferred Securityholders, by Act of the Securityholders of a majority in Liquidation Amount
of the Preferred Securities then Outstanding delivered to the Relevant Trustee and the other
Trustees, shall promptly appoint a successor Trustee or Trustees with respect to the Trust
Securities and the Trust, and such successor Trustee or Trustees shall comply with the applicable
requirements of Section 8.11. If an Administrative Trustee shall resign, be removed or become
incapable of acting as Administrative Trustee, at a time when a Debenture Event of Default shall
have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the Relevant Trustee and the other Trustees, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees with respect to the Trust Securities and the
Trust, and such successor Administrative Trustee or Administrative Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Administrative Trustee with respect to the
Trust Securities shall have been so appointed by the Common Securityholder or the Preferred
Securityholders and accepted appointment in the manner required by Section 8.11, any Securityholder
who has been a Securityholder of Trust Securities may petition, on behalf of himself and all others
similarly situated, a court of competent jurisdiction for the appointment of a successor Trustee or
Trustees with respect to the Trust Securities.




     (e) The Property Trustee shall give notice of each resignation and each removal of a Trustee
and each appointment of a successor Trustee to all Securityholders and the Depositor in the manner
provided in Section 10.08. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.



     (f) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event
any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the
opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by (a) the unanimous act of the remaining Administrative
Trustees if there are at least two of them; or (b) otherwise by the Depositor (with the successor
in each case being a Person who satisfies the eligibility requirement for Administrative Trustees
or Delaware Trustees set forth in Section 8.07).



Section 8.11 Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor Trustee with respect to the Trust
Securities and the Trust, the Relevant Trustee and each successor Trustee with respect to the Trust
Securities shall execute and deliver an instrument hereto wherein each successor Trustee shall
accept such appointment and which shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts
and duties of the Relevant Trustee with respect to the Trust Securities and the Trust and upon the
execution and delivery of such instrument the resignation or removal of the Relevant Trustee shall
become effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the Relevant Trustee with respect to the Trust Securities and the Trust; but, on request of the
Trust or any successor Trustee, the Relevant Trustee shall duly assign, transfer and deliver to
such successor Trustee all Trust Property, all proceeds thereof and money held by such Relevant
Trustee hereunder with respect to the Trust Securities and the Trust.



41









 





     (b) Upon request of any such successor Trustee, the Trust 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 the immediately preceding paragraph, as the case may
be.



     (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 VIII.



Section 8.12 Merger, Conversion, Consolidation or Succession to Business.




     Any Person into which the Property Trustee, the Delaware Trustee or any Administrative Trustee
may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of such Trustee, shall be the
successor of such Trustee hereunder, provided such Person shall be otherwise qualified and eligible
under this Article VIII, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.



Section 8.13 Preferential Collection of Claims Against Depositor or Trust.




     If and when the Property Trustee or the Delaware Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Debentures or the Trust Securities), the
Property Trustee or the Delaware Trustee, as the case may be, shall be subject to and shall take
all actions necessary in order to comply with the provisions of the Trust Indenture Act regarding
the collection of claims against the Depositor or Trust (or any such other obligor).



Section 8.14 Reports by Property Trustee.




     (a) If required, on or before July 31 of each year, commencing July 31, 2010, the Property
Trustee shall transmit to the Securityholders such reports concerning the Property Trustee, its
actions under this Trust Agreement and the property and funds in its possession in its capacity as
the Property Trustee as may be required pursuant to the Trust Indenture Act in the manner provided
pursuant thereto.



     (b) If required, a copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with The Nasdaq Global Select Market, and each national
securities exchange or other organization upon which the Trust Securities are listed, and also with
the Commission and the Depositor.



Section 8.15 [Reserved].




Section 8.16 Evidence of Compliance With Conditions Precedent.




     Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide to
the Property Trustee such evidence of compliance with any conditions precedent, if any, provided
for in this Trust Agreement that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an officer



42









 







pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officers’ Certificate.



Section 8.17 Number of Trustees.




     (a) The number of Trustees shall be five, provided that the Holder of all of the Common
Securities by written instrument may increase or decrease the number of Administrative Trustees.
The Property Trustee and the Delaware Trustee may be the same Person.



     (b) If a Trustee ceases to hold office for any reason and the number of Trustees is not
reduced pursuant to Section 8.17(a), or if the number of Trustees is increased pursuant to Section
8.17(a), a vacancy shall occur. The vacancy shall be filled with a successor Trustee appointed in
accordance with Section 8.10.



     (c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to
perform duties hereunder of a Trustee shall not operate to annul the Trust. Whenever a vacancy in
the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment
of a successor Administrative Trustee in accordance with Section 8.10, the remaining Administrative
Trustees in office, regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge
all the duties imposed upon the Administrative Trustees by this Trust Agreement.



Section 8.18 Delegation of Power.




     (a) Any Administrative Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 his or her power for the purpose of
executing any documents contemplated in Section 2.07(a)(i); and



     (b) The Administrative Trustees shall have power to delegate from time to time to such of
their number or to the Depositor the doing of such things and the execution of such instruments
either in the name of the Trust or in the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.



Section 8.19 Voting.




     Except as otherwise provided in this Trust Agreement, the consent or approval of the
Administrative Trustees shall require consent or approval by not less than a majority of the
Administrative Trustees, unless there are only two, in which case both must consent.



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ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER




Section 9.01 Termination Upon Expiration Date.




     Unless earlier dissolved, the Trust shall automatically dissolve on December 31, 2039 (the
“Expiration Date”) subject to distribution of the Trust Property in accordance with Section 9.04.



Section 9.02 Early Termination.




     The first to occur of any of the following events is an Early Termination Event:



     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of,
the Depositor;



     (b) delivery of written direction to the Property Trustee by the Depositor at any time (which
direction is wholly optional and within the discretion of the Depositor, subject to Depositor
having received prior approval of, or non-objection from, the Board of Governors of the Federal
Reserve System if so required under applicable guidelines, policies or regulations thereof) to
dissolve the Trust and distribute the Debentures to Securityholders in exchange for the Preferred
Securities in accordance with Section 9.04;



     (c) the redemption of all of the Preferred Securities in connection with the redemption of all
of the Debentures (whether upon a Debenture Redemption Date or the maturity of the Debenture);



     (d) an order for dissolution of the Trust shall have been entered by a court of competent
jurisdiction; or



     (e) the distribution of Common Stock to all Securityholders upon conversion of all outstanding
Preferred Securities.



Section 9.03 Termination.




     The respective obligations and responsibilities of the Trustees and the Trust created and
continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by
the Property Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 9.04,
or upon the redemption of all of the Trust Securities pursuant to Section 4.02, of all amounts
required to be distributed hereunder upon the final payment of the Trust Securities; (b) the
payment of claims and obligations of the Trust; (c) the discharge of all administrative duties of
the Administrative Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders; and (d) the filing of a Certificate of Cancellation by
an Administrative Trustee under the Delaware Statutory Trust Act. Depositor’s obligations under
Sections 8.06 and 10.09 shall survive termination of this Agreement.



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Section 9.04 Liquidation.




     (a) If an Early Termination Event specified in Section 9.02 occurs or upon the Expiration
Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to
be possible by distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section
9.04(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage
prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each
Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All
notices of liquidation shall:



          (i) state the Liquidation Date;




          (ii) state that from and after the Liquidation Date, the Trust Securities shall no longer be
deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange shall
be deemed to represent a Like Amount of Debentures; and




          (iii) provide such information with respect to the mechanics by which Holders may exchange
Trust Securities Certificates for Debentures, or, if Section 9.04(d) applies, receive a Liquidation
Distribution.




     (b) Except where Section 9.02(c), 9.02(e) or 9.04(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to Securityholders, the Property
Trustee shall establish a record date for such distribution (which shall be not more than 45 days
prior to the Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust
Securities Certificates.



     (c) Except where Section 9.02(c) or 9.04(d) applies, after the Liquidation Date, (i) the Trust
Securities shall no longer be deemed to be outstanding; (ii) certificates representing a Like
Amount of Debentures shall be issued to Holders of Trust Securities Certificates upon surrender of
such certificates to the Property Trustee or its agent for exchange; (iii) the Depositor shall use
its reasonable efforts to have the Debentures listed on The Nasdaq Global Select Market or in, on
or by such other securities exchange or other organization as the Preferred Securities are then
listed, quoted or traded; (iv) any Trust Securities Certificates not so surrendered for exchange
shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided
for in the Debentures from the last Distribution Date on which a Distribution was made on such
Trust Securities Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments of interest or principal shall be made to Holders of
Trust Securities Certificates with respect to such Debentures); and (v) all rights of
Securityholders holding Trust Securities shall cease, except the right of such Securityholders to
receive Debentures upon surrender of Trust Securities Certificates.



     (d) In the event that, notwithstanding the other provisions of this Section 9.04, whether
because of an order for dissolution entered by a court of competent jurisdiction or otherwise,
distribution of the Debentures in the manner provided herein is determined by the



45









 







Property Trustee not to be practical, the Trust Property shall be converted to cash, and the
Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution, winding-up or other
termination of the Trust, Securityholders shall be entitled to receive out of the assets of the
Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount
being the “Liquidation Distribution”). If, upon any such dissolution, winding-up or termination,
the Liquidation Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a
pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities shall be
entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination
pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a
Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a
priority over the Common Securities.



Section 9.05 Mergers, Consolidations, Amalgamations or Replacements of the Trust.




     The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, except
pursuant to this Section 9.05. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred Securities, the
Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate,
amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as
an entirety to a trust organized as such under the laws of any state; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the Trust with respect to
the Preferred Securities, the Property Trustee and the Delaware Trustee; or (b) subject to clause
(vi), below substitutes for the Preferred Securities other securities having substantially the same
terms as the Preferred Securities (the “Successor Securities”) so long as the Successor Securities
rank the same as the Preferred Securities rank in priority with respect to distributions and
payments upon liquidation, redemption and otherwise; (ii) the Depositor expressly appoints a
trustee of such successor entity possessing substantially the same powers and duties as the
Property Trustee as the holder of the Debentures; (iii) the Successor Securities are listed, quoted
or traded, or any Successor Securities shall be listed, quoted or traded upon notification of
issuance, in, on or by any national securities exchange or other organization in, on or by which
the Preferred Securities are then listed, if any; (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease and the terms of such Successor Securities do not
adversely affect the rights, preferences and privileges of the holders of the Preferred Securities
(including any Successor Securities) in any material respect; (v) such successor entity has a
purpose substantially identical to that of the Trust; (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of
Counsel (reasonably satisfactory to the Property Trustee) to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect
the rights, preferences and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect; and (b) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor



46









 







such successor entity shall be required to register as an investment company under the
Investment Company Act; and (vii) the Depositor owns all of the common securities of such successor
entity and guarantees the obligations of such successor entity under the Successor Securities at
least to the extent provided by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 9.05, any such consolidation, merger, sale, conveyance,
transfer or other disposition as a result of which (a) the Company is not the surviving Person, and
(b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the
Guarantor under the Guarantee, shall be deemed to constitute a replacement of the Trust by a
successor entity subject to this Section 9.05; provided further that, notwithstanding the
foregoing, if upon the consummation of such a consolidation, merger, sale, conveyance, transfer or
other disposition involving the Company, the parent company (if any) of the Company, or such parent
company’s successor, is a bank holding company or financial holding company or comparably regulated
financial institution, such parent company shall guarantee the obligations of the Trust and the
Company (and any successor thereto) under the Preferred Securities (including any Successor
Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement
and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the
consent of holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.



ARTICLE X. MISCELLANEOUS PROVISIONS




Section 10.01 Limitation of Rights of Securityholders.




     The death or incapacity of any Person having an interest, beneficial or otherwise, in Trust
Securities shall not operate to terminate this Trust Agreement, nor entitle the legal
representatives or heirs of such Person or any Securityholder for such Person, to claim an
accounting, take any action or bring any proceeding in any court for a partition or winding-up of
the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them.



Section 10.02 Amendment.




     (a) This Trust Agreement may be amended from time to time by the Trustees and the Depositor,
without the consent of any Securityholders, (i) as provided in Section 8.11 with respect to
acceptance of appointment by a successor Trustee; (ii) to cure any ambiguity, correct or supplement
any provision herein or therein which may be inconsistent with any other provision herein or
therein, or to make any other provisions with respect to matters or questions arising under this
Trust Agreement, that shall not be inconsistent with the other provisions of this Trust Agreement;
or (iii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Trust shall be classified for United States federal income
tax purposes as a grantor trust at all times that any Trust Securities are outstanding or to ensure
that the Trust shall not be required to register as an investment company under the Investment
Company Act; or (iv) to reduce or increase the Liquidation Amount per



47









 







Trust Security and simultaneously to correspondingly increase or decrease the number of Trust
Securities issued and Outstanding solely for the purpose of maintaining the eligibility of the
Preferred Securities for quotation or listing on any national securities exchange or other
organization in, on or by which the Preferred Securities are then traded, quoted or listed
(including, if applicable, The Nasdaq Global Select Market); provided, however, that in the case of
clause (ii), such action shall not in the Opinion of Counsel (obtained at Depositor’s expense and
reasonably satisfactory to the Property Trustee) adversely affect in any material respect the
interests of any Securityholder, and provided further, that in the case of clause (iv) the
aggregate Liquidation Amount of the Trust Securities Outstanding upon completion of any such
reduction must be the same as the aggregate Liquidation Amount of the Trust Securities Outstanding
immediately prior to such reduction or increase. Any amendments of this Trust Agreement shall
become effective when notice thereof is given to the Securityholders (or in the case of an
amendment pursuant to clause (iv), as of the date specified in the notice).



     (b) Except as provided in Section 6.01(c) or Section 10.02(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor (i) with the consent of Trust
Securityholders representing not less than a majority (based upon Liquidation Amounts) of the Trust
Securities then Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel to the
effect that such amendment or the exercise of any power granted to the Trustees in accordance with
such amendment shall not affect the Trust’s status as a grantor trust for United States federal
income tax purposes or the Trust’s exemption from status of an investment company under the
Investment Company Act.



     (c) In addition to and notwithstanding any other provision in this Trust Agreement, without
the consent of each affected Securityholder (such consent being obtained in accordance with Section
6.03 or 6.06 hereof), this Trust Agreement may not be amended to (i) change the amount or timing of
any Distribution on the Trust Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Trust Securities as of a specified date; or (ii)
restrict the right of a Securityholder to institute suit for the enforcement of any such payment on
or after such date. Notwithstanding any other provision herein, without the unanimous consent of
the Securityholders (such consent being obtained in accordance with Section 6.03 or 6.06 hereof),
this paragraph (c) of this Section 10.02 may not be amended.



     (d) Notwithstanding any other provisions of this Trust Agreement, no Trustee shall enter into
or consent to any amendment to this Trust Agreement which, in the Opinion of Counsel, would cause
the Trust to fail or cease to qualify for the exemption from status of an investment company under
the Investment Company Act or to fail or cease to be classified as a grantor trust for United
States federal income tax purposes.



     (e) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Depositor, this Trust Agreement may not be amended in a manner which imposes any additional
obligation on the Depositor.



     (f) In the event that any amendment to this Trust Agreement is made, the Administrative
Trustees shall promptly provide to the Depositor a copy of such amendment.



48









 





     (g) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any
amendment to this Trust Agreement which affects its own rights, duties or immunities under this
Trust Agreement. The Property Trustee shall be entitled to receive an Opinion of Counsel at
Depositor’s expense and an Officers’ Certificate stating that any amendment to this Trust Agreement
has been effected in compliance with this Trust Agreement.



Section 10.03 Separability.




     In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



Section 10.04 Governing Law.




     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST
AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF).



Section 10.05 Payments Due on Non-Business Day.




     If the date fixed for any payment on any Trust Security shall be a day that is not a Business
Day, then such payment need not be made on such date but may be made on the next succeeding day
which is a Business Day, 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 though made on the date fixed for such payment, and no distribution shall
accumulate thereon for the period after such date.



Section 10.06 Successors.




     This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to
the Depositor, the Trust or the Relevant Trustee(s), including any successor by operation of law.
Except in connection with a consolidation, merger or sale involving the Depositor that is permitted
under Article XIII of the Indenture and pursuant to which the assignee agrees in writing to perform
the Depositor’s obligations hereunder, the Depositor shall not assign its obligations hereunder.



Section 10.07 Headings.




     The Article and Section headings are for convenience only and shall not affect the
construction of this Trust Agreement.



Section 10.08 Reports, Notices and Demands.




     Any report, notice, demand or other communication which by any provision of this Trust
Agreement is required or permitted to be given or served to or upon any Securityholder or the



49









 







Depositor may be given or served in writing by deposit thereof, first-class postage prepaid,
in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in
the case of a Preferred Securityholder, to such Preferred Securityholder as such Securityholder’s
name and address may appear on the Securities Register; and (b) in the case of the Common
Securityholder or the Depositor, to Bridge Bancorp, Inc., 2200 Montauk Highway, Bridgehampton, New
York 11932, Attention: President and Chief Executive Officer, facsimile no. (610) 366-1900. Any
notice to Preferred Securityholders shall also be given to such owners as have, within two years
preceding the giving of such notice, filed their names and addresses with the Property Trustee for
that purpose. Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.



     Any notice, demand or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon the Trust, the Property Trustee or the
Administrative Trustees shall be given in writing addressed (until another address is published by
the Trust) as follows:



     (a) with respect to the Property Trustee, to: Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration; (b) with respect to
the Delaware Trustee, to: Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890, Attention: Corporate Trust Administration; and (c) with respect to the Administrative
Trustees, to each at the address above for notices to the Depositor, marked Attention:
Administrative Trustee of Bridge Statutory Capital Trust II. Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust or the Property
Trustee.



Section 10.09 Agreement Not to Petition.




     Each of the Trustees and the Depositor agree for the benefit of the Securityholders that,
until at least one year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust under any
bankruptcy, insolvency, reorganization or other similar law (including, without limitation, the
United States Bankruptcy Code of 1978, as amended) (collectively, “Bankruptcy Laws”) or otherwise
join in the commencement of any proceeding against the Trust under any Bankruptcy Law. In the event
the Depositor or any of the Trustees takes action in violation of this Section 10.09, the Property
Trustee agrees, for the benefit of Securityholders, that at the expense of the Depositor (which
expense shall be paid prior to the filing), it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor or such Trustee against the
Trust or the commencement of such action and raise the defense that the Depositor or such Trustee
has agreed in writing not to take such action and should be stopped and precluded therefrom. The
provisions of this Section 10.09 shall survive the termination of this Trust Agreement.



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Section 10.10 [Reserved].




Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and Indenture.




     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A
SECURITYHOLDER OR ANY BENEFICIAL OWNER SHALL, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF
ASSENT, CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT
AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE,
AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS
AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.



[SIGNATURE PAGE FOLLOWS]




51









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement,
all as of the date 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 Property Trustee

 	 
	 	By:  	/s/ Joshua C. Jones
 	 
	 	 	Name:  	Joshua C. Jones 	 
	 	 	Title:  	Financial Services Officer 	 
	 
	 	WILMINGTON TRUST COMPANY,

as Delaware Trustee

 	 
	 	By:  	/s/ Joshua C. Jones
 	 
	 	 	Name:  	Joshua C. Jones 	 
	 	 	Title:  	Financial Services Officer 	 
	 
	 	 	 
	 	     /s/ Kevin M. O’Connor
 	 
	 	Kevin M. O’Connor, as Administrative Trustee 	 
	 	 	 
	 	 	 
	 	     /s/ Howard H. Nolan
 	 
	 	Howard H. Nolan, as Administrative Trustee 	 
	 	 	 
	 	 	 
	 	     /s/ William Araneo
 	 
	 	William Araneo, as Administrative Trustee 	 
	 	 	 



52









 






	 	 	 	 	 



EXHIBIT A




CERTIFICATE OF TRUST

OF

BRIDGE STATUTORY CAPITAL TRUST II



THIS CERTIFICATE OF TRUST OF Bridge Statutory Capital Trust II (the “Trust”) is being duly executed
and filed by the undersigned, not in their individual capacity but solely as trustees, to form a
business trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the
“Act”).



1. NAME. The name of the business trust formed hereby is Bridge Statutory Capital Trust II.



2. DELAWARE TRUSTEE. The name and business address of the trustee with a principal place of
business in the State of Delaware are Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration.



3. EFFECTIVE DATE. This Certificate of Trust shall be effective on filing.





     IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust in accordance with
Section 3811(a)(1) of the Act.



	 	 	 	 	 
	 	Wilmington Trust Company,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	
 	 
	 	Kevin M. O’Connor, as Trustee 	 
	 	 	 
	 	       	 
	 	Howard H. Nolan, as Trustee 	 
	 	 	 
	 	       	 
	 	William Araneo, as Trustee 	 
	 	 	 



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EXHIBIT B




FORM OF COMMON SECURITIES CERTIFICATE




THIS CERTIFICATE IS NOT TRANSFERABLE




CERTIFICATE
NUMBER ___ NUMBER OF COMMON SECURITIES ___




CERTIFICATE EVIDENCING COMMON SECURITIES

OF

BRIDGE STATUTORY CAPITAL TRUST II




COMMON SECURITIES

(LIQUIDATION AMOUNT $1.00 PER COMMON SECURITY)





     BRIDGE STATUTORY CAPITAL TRUST II, a statutory trust created under the laws of the State of
Delaware (the Trust), hereby certifies that BRIDGE BANCORP, INC., (the Holder) is the registered
owner of one (1) common securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the Common Securities (liquidation amount $1.00 per Common
Security) (the “Common Securities”). In accordance with Section 5.12 of the Trust Agreement (as
defined below), the Common Securities are not transferable and any attempted transfer hereof shall
be void. The designations, rights, privileges, restrictions, preferences, and other terms and
provisions of the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to the terms and
provisions of, the Amended and Restated Trust Agreement of the Trust among the Holder, as
Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware
Trustee, and the Administrative Trustees named therein, dated as of October ___, 2009, as the same
may be amended from time to time (the “Trust Agreement”), including the designation of the terms of
the Common Securities as set forth therein. The Trust shall furnish a copy of the Trust Agreement
to the Holder without charge upon written request to the Trust at its principal place of business
or registered office.



     Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereunder.



     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this
certificate this ___ day of October, 2009.



	 	 	 	 	 
	BRIDGE STATUTORY CAPITAL TRUST II

 	 	 
	By:  	 	 	 
	 	Name:  	Kevin M. O’Connor 	 	 
	 	Title:  	Administrative Trustee 	 	 



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EXHIBIT C




FORM OF EXPENSE AGREEMENT




AGREEMENT AS TO EXPENSES AND LIABILITIES





     AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of October ___, 2009,
between BRIDGE BANCORP, INC. a New York corporation (the “Company”), and BRIDGE STATUTORY CAPITAL
TRUST II, a Delaware statutory trust (the “Trust”).



RECITALS




     WHEREAS, the Trust intends to issue its common securities (the “Common Securities”) to, and
receive 8.50% Convertible Junior Subordinated Debentures (the “Debentures”) from, the Company and
to issue and sell Bridge Statutory Capital Trust II 8.50% Cumulative Convertible Trust Preferred
Securities (the “Preferred Securities”) with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of
October ___, 2009, among Bridge Bancorp, Inc. (the “Company”), as Depositor, Wilmington Trust
Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative
Trustees named therein, as the same may be amended from time to time (the “Trust Agreement”);



     WHEREAS, the Company shall directly or indirectly own all of the Common Securities of the
Trust and shall issue the Debentures;



     NOW, THEREFORE, in consideration of the purchase by each holder of the Preferred Securities,
which purchase the Company hereby agrees shall benefit the Company and which purchase the Company
acknowledges shall be made in reliance upon the execution and delivery of this Agreement, the
Company, including in its capacity as holder of the Common Securities, and the Trust hereby agree
as follows:



ARTICLE I




SECTION 1.1 Guarantee by the Company.




     Subject to the terms and conditions hereof, the Company, including in its capacity as holder
of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or
entity to whom the Trust is now or hereafter becomes indebted or liable (the “Beneficiaries”) the
full payment when and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, “Obligations” means any costs, expenses or liabilities of the Trust
other than obligations of the Trust to pay to holders of any Preferred Securities or other similar
interests in the Trust the amounts due such holders pursuant to the terms of the Preferred
Securities or such other similar interests, as the case may be. This Agreement is intended to be
for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.



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SECTION 1.2 Term of Agreement.




     This Agreement shall terminate and be of no further force and effect upon the later of (a) the
date on which full payment has been made of all amounts payable to all holders of all the Preferred
Securities (whether upon redemption, liquidation, exchange or otherwise); and (b) the date on which
there are no Beneficiaries remaining; provided, however, that this Agreement shall continue to be
effective or shall be reinstated, as the case may be, if at any time any holder of Preferred
Securities or any Beneficiary must restore payment of any sums paid under the Preferred Securities,
under any obligation, under the Preferred Securities Guarantee Agreement dated the date hereof by
the Company and Wilmington Trust Company as Guarantee Trustee or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute.



SECTION 1.3 Waiver of Notice.




     The Company hereby waives notice of acceptance of this Agreement and of any obligation to
which it applies or may apply, and the Company hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.



SECTION 1.4 No Impairment.




     The obligations, covenants, agreements and duties of the Company under this Agreement shall in
no way be affected or impaired by reason of the happening from time to time of any of the
following:



     (a) the extension of time for the payment by the Trust of all or any portion of the
Obligations or for the performance of any other obligation under, arising out of, or in connection
with, the Obligations;



     (b) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to
enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries
with respect to the Obligations or any action on the part of the Trust granting indulgence or
extension of any kind; or



     (c) the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement composition or readjustment of debt of, or other similar proceedings affecting, the
Trust or any of the assets of the Trust.



     There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent of,
the Company with respect to the happening of any of the foregoing.



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SECTION 1.5 Enforcement.




     A Beneficiary may enforce this Agreement directly against the Company, and the Company waives
any right or remedy to require that any action be brought against the Trust or any other person or
entity before proceeding against the Company.



ARTICLE II




SECTION 2.1 Binding Effect.




     All guarantees and agreements contained in this Agreement shall bind the successors, assigns,
receivers, trustees and representatives of the Company and shall inure to the benefit of the
Beneficiaries.



SECTION 2.2 Amendment.




     So long as there remains any Beneficiary or any Preferred Securities of any series are
outstanding, this Agreement shall not be modified or amended in any manner adverse to such
Beneficiary or to any of the holders of the Preferred Securities.



SECTION 2.3 Notices.




     Any notice, request or other communication required or permitted to be given hereunder shall
be given in writing by delivering the same by facsimile transmission (confirmed by mail), telex, or
by registered or certified mail, addressed as follows (and if so given, shall be deemed given when
mailed or upon receipt of an answer back, if sent by facsimile):



Bridge Statutory Capital Trust II

c/o Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Attention: Howard H. Nolan, Administrative Trustee




Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Attention: Kevin M. O’Connor, President and Chief Executive Officer




SECTION 2.4 Governing Law.




     This agreement shall be governed by and construed and interpreted in accordance with the laws
of New York (without regard to conflict of laws principles).



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     THIS EXPENSE AGREEMENT is executed as of the day and year first above written.



	 	 	 	 	 
	 	BRIDGE BANCORP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Kevin M. O’Connor 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	BRDIGE STATUTORY CAPITAL TRUST II

 	 
	 	By:  	 	 
	 	 	Name:  	Howard H. Nolan 	 
	 	 	Title:  	Administrative Trustee 	 
	 




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EXHIBIT D




FORM OF PREFFERED SECURITIES CERTIFICATE

8.50% CUMULATIVE CONVERTIBLE TRUST PREFERRED SECURITIES

(LIQUIDATION AMOUNT $1,000 PER PREFERRED SECURITY)




Bridge Statutory Capital Trust ii

ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE




     Bridge Statutory Capital Trust II, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that



     _______________ (the Holder)



     is the registered owner of preferred securities of the Trust as indicated above representing
undivided beneficial interests in the assets of the Trust and designated the 8.50% Cumulative
Convertible Trust Preferred Securities (liquidation amount $1,000 per Preferred Security) (the
“Preferred Securities”). The Preferred Securities are transferable as provided in the Trust
Agreement (as defined herein). The designations, rights, privileges, restrictions, preferences, and
other terms and provisions of the Preferred Securities are set forth in, and this Certificate and
the Preferred Securities represented hereby are issued and shall in all respects be subject to the
terms and provisions of, the Amended and Restated Trust Agreement of the Trust among Bridge
Bancorp, Inc., as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, and the Administrative Trustees named therein, as the same may be
amended from time to time (the “Trust Agreement”), including the designation of the terms of
Preferred Securities as set forth therein. The Holder is entitled to the benefits of the
Convertible Preferred Securities Guarantee Agreement entered into by Bridge Bancorp, Inc., a New
York corporation, and Wilmington Trust Company as guarantee trustee, as the same may be amended
from time to time (the “Guarantee”), to the extent provided therein. The Trust shall furnish a copy
of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.



     Upon receipt of this Certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereunder.



     Unless the Certificate of Authentication has been manually executed by the Authentication
Agent, this Certificate is not valid or effective.



     IN WITNESS WHEREOF, Bridge Statutory Capital Trust II has caused this certificate to be
executed, by the facsimile signatures of its duly authorized trustees and has caused a facsimile of
its seal to be hereunto affixed.



Dated:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	By 
	 	 	 	By	 	 	 	By	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Kevin M. O’Connor, as Trustee	 	 	 	Howard H. Nolan, as Trustee	 	 	 	William Araneo, as Trustee






[SEAL]




D-1









 








BRIDGE BANCORP CAPITAL TRUST II




          The Trust will furnish without charge to any registered owner of Preferred Securities who so
requests, a copy of the Trust Agreement and the Guarantee. Any such request should be in writing
and addressed to Bridge Statutory Capital Trust II, c/o Secretary, Bridge Bancorp, Inc., 2200
Montauk Highway, Bridgehampton, New York 11932 or to the Registrar named on the face of this
Certificate.




          The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	 	 	 	 	 
	TEN COM—

	 	as tenants in common
	 	UNIF GIFT MIN ACT—                 under Uniform Gift to
	TEN ENT—

	 	as tenants by the entireties
	 	Minors Act and not as tenants

	JT TEN—

	 	as joint tenants with right of survival	 	 





Additional abbreviations may also be used though not in the above list.




ASSIGNMENT




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:




 
(Please insert social security or other identifying number of assignee)




 





 
(insert address and zip code of assignee)



the within Certificate and all rights and interests represented by the Preferred Securities
evidenced thereby, and hereby irrevocably constitutes and appoints



_______________________________________________________________
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 




Note: The signature(s) to this assignment must correspond with the name(s) as
written upon the face of this Certificate in every particular, without
alteration or enlargement, or any change whatsoever.




Signature(s) Guaranteed:



NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution that is a member or
participant in a signature guarantee program (i.e, the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion
Signature Program).




CONVERSION REQUEST




          To: _______________, as Conversion Agent under the Trust Agreement of Bridge Statutory
Capital Trust II




          The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to
convert these Preferred Securities, or the portion below designated, into Common Stock of Bridge
Bancorp, Inc., (the “Common Stock”) in accordance with the terms of the Trust Agreement. Pursuant
to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned
hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i)
exchange such Preferred Securities for a Like Amount of the Debentures (as that term is defined in
the Trust Agreement) held by the Trust, and (ii) immediately convert such Debentures on behalf of
the undersigned, into Common Stock at the Conversion Ratio specified in the Trust Agreement.




          The undersigned also hereby directs the Conversion Agent that the shares issuable and
deliverable upon conversion, together with any check in payment for fractional shares, 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 will pay all transfer taxes payable with respect thereto.




Date:  




Number of Preferred Securities to be converted:




          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 Preferred Security certificate)
(for conversion of definitive Preferred Securities only)




          Please print or Typewrite Name and Address, Including Zip Code, and Social Security or Other
Identifying Number.




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Signature(s) Guaranteed:




          NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution that is a member
or participant in a signature guarantee program (i.e, the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion
Signature Program).





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EXHIBIT E




FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION




     This is one of the 8.50% Cumulative Convertible Trust Preferred Securities referred to in the
within-mentioned Amended and Restated Trust Agreement.




	 	 	 	 	 
	 	____________________________________,

as Authentication Agent and Registrar

 	 
	 	By:  	 	 
	 	 	AUTHORIZED SIGNATURE 	 
	 	 	 	 




E-1