Exhibit 4.3


 


BRIDGE BANCORP, INC. 


and 


WILMINGTON TRUST, NATIONAL ASSOCIATION,



as Trustee 


SECOND SUPPLEMENTAL INDENTURE 


Dated as of September 21, 2015 


to 


INDENTURE 


Dated as of September 21, 2015


SUBORDINATED DEBT SECURITIES 


 


5.75% Fixed-to-Floating Rate Subordinated
Debentures due September 30, 2030


 


THIS SECOND SUPPLEMENTAL INDENTURE (this
“Second Supplemental Indenture”), dated as of September 21, 2015, between BRIDGE BANCORP, INC., a corporation
duly organized and existing under the laws of the State of New York (the “Company”), and WILMINGTON TRUST, NATIONAL
ASSOCIATION, a national banking association, as Trustee (the “Trustee”) under the Indenture (as hereinafter
defined).


 


RECITALS 


 


WHEREAS, the Company and the Trustee have
heretofore executed and delivered an Indenture, dated as of September 21, 2015 (the “Base Indenture” and, as
hereby supplemented and amended, the “Indenture”), providing for the issuance from time to time of series of
the Company’s subordinated unsecured debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”);


 


WHEREAS, Section 901(4) of the Base
Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture to establish
the form or terms of Securities of any series as permitted by the Base Indenture;


 


WHEREAS, pursuant to Section 301 of
the Base Indenture, the Company wishes to provide for the issuance of $40,000,000 aggregate principal amount of a new series of
Securities to be known as its 5.75% Fixed-to-Floating Rate Subordinated Debentures due September 30, 2030 (the “Notes”),
the form and terms of such Notes and the terms, provisions and conditions thereof to be set forth as provided in this Second Supplemental
Indenture; and


 


WHEREAS, the Company has requested that
the Trustee execute and deliver this Second Supplemental Indenture; and all requirements necessary to make this Second Supplemental
Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company have been
satisfied; and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.


 


NOW, THEREFORE, in consideration of the
covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 




     


     


    

  


ARTICLE 1 

DEFINITIONS 


 


Section 101.  Relation
to Base Indenture. This Second Supplemental Indenture constitutes an integral part of the Indenture.


 


Section 102.  Definition of Terms.
For all purposes of this Second Supplemental Indenture:


 


(a)   Capitalized terms
used herein without definition shall have the meanings set forth in the Base Indenture;


 


(b)   a term defined anywhere
in this Second Supplemental Indenture has the same meaning throughout;


 


(c)   the singular includes
the plural and vice versa;


 


(d)   headings are for
convenience of reference only and do not affect interpretation;


 


(e)   unless otherwise
specified or unless the context requires otherwise, (i) all references in this Second Supplemental Indenture to Sections refer
to the corresponding Sections of this Second Supplemental Indenture and (ii) the terms “herein”, “hereof”,
“hereunder” and any other word of similar import refer to this Second Supplemental Indenture; and


 


(f)   the following terms
have the meanings given to them in this Section 102(f):


 


“Applicable Procedures”
means, with respect to any transfer, exchange or other activity of the Depositary  on behalf of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary that apply to such transfer, exchange of other activity.


 


“Business Day”
means any day other than (i) a Saturday, Sunday or other day on which banking institutions in New York or any applicable Place
of Payment are authorized or obligated by law, regulation or executive order to close or (ii) a day on which the Corporate Trust
Office of the Trustee is closed for business.


 


"Corporate Trust Office"
shall have the meaning set forth in Section 203 hereof.


 


“DTC” shall
have the meaning set forth in Section 203 hereof.


 


"Federal Reserve Board"
shall mean the Board of Governors of the Federal Reserve System.


 


“Global Note”
shall be a Global Security and have the meaning set forth in Section 204 hereof.


 


“Interest Payment Date”
shall have the meaning set forth in Section 205(b) hereof.


 


“LIBOR” means
the rate as published by Bloomberg at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period with a floating interest rate, as the rate for dollar deposits in the London interbank market with a three-month
maturity, as determined by the Trustee.  If such rate is not available to the Trustee at such time from such source for
any reason, then the rate for that Interest Period will be determined by such alternate method as reasonably selected by the Company.


 


“Maturity Date”
shall have the meaning set forth in Section 202 hereof.


 


“Record Date”
shall mean, with respect to any Interest Payment Date for the Notes, the fifteenth day, whether or not a Business Day, of the calendar
month in which such Interest Payment Date falls.


 




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“Senior Debt”
means:


 


(i) any of the Company’s indebtedness
for borrowed or purchased money, whether or not evidenced by bonds, debentures, notes, or other written instruments, including
any obligations of the Company to general creditors or trade creditors,


 


(ii) the Company’s obligations
under letters of credit,


 


(iii) any of the Company’s
indebtedness or other obligations with respect to commodity contracts, interest rate and currency swap agreements, cap, floor,
and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to protect against
fluctuations in currency exchange or interest rates, and


 


(iv) any guarantees, endorsements
(other than by endorsement of negotiable instruments for collection in the ordinary course of business), or other similar contingent
obligations in respect of obligations of others of a type described in clauses (i), (ii), and (iii), whether or not such obligation
is classified as a liability on a balance sheet prepared in accordance with accounting principles generally accepted in the United
States,


 


in each case whether outstanding on the date of execution
of this Second Supplemental Indenture or incurred later, other than obligations ranking on a parity with the Securities or ranking
junior to the Securities. Notwithstanding the foregoing, if the Federal Reserve Board (or other competent regulatory agency or
authority) promulgates any rule or issues any interpretation that defines general creditor(s), the main purpose of which is to
establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital,
then the term “general creditors” as used herein the definition of Senior Debt will have the meaning as described in
that rule or interpretation.


 


“Tax Event”
shall mean the receipt by the Company of an opinion of independent tax counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder
of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original issuance of the Notes, there is more than an insubstantial
risk that the interest payable by the Company on the Notes is not, or within 90 days of the date of such opinion will not be, deductible
by the Company, in whole or in part, for United States federal income tax purposes.


 


“Tier 2 Capital Event”
shall mean the receipt by the Company of an opinion of independent bank regulatory counsel experienced in such matters to the effect
that, as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (ii) any
official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Securities,
the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent
if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors
of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies), as then in
effect and applicable to the Company.


 


The terms “Company,”
“Trustee,” “Base Indenture,” "Second Supplemental Indenture," “Notes”
and "Securities" shall have the respective meanings set forth in the first paragraph and the recitals to this
Second Supplemental Indenture and the paragraph preceding such recitals.


 




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ARTICLE 2 

GENERAL TERMS AND CONDITIONS OF THE NOTES 


 


Section 201.  Designation
and Principal Amount. The Notes may be issued from time to time upon a Company Order for the authentication and delivery of
Notes pursuant to Section 303 of the Base Indenture. There is hereby authorized a series of Securities designated as the 5.75%
Fixed-to-Floating Rate Subordinated Debentures due September 30, 2030 having an initial aggregate principal amount of $40,000,000
(except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 304, 305, 306 or 906 of the Base Indenture and except for Notes which, pursuant to Section 303 of the
Base Indenture are deemed to never have been authenticated and delivered under the Base Indenture).


 


Section 202.  Maturity.
The date upon which the Notes shall become due and payable at final maturity, together with any accrued and unpaid interest, is
September 30, 2030 (the “Maturity Date”).


 


Section 203.  Form, Payment
and Appointment. Except as provided in the last paragraph of Section 305 of the Base Indenture, the Notes will be issued
only in book-entry form. Principal of and interest on the Notes will be payable through the Paying Agent in global form registered
in the name of or held by The Depository Trust Company (“DTC”) or its nominee in immediately available funds
to DTC or its nominee, as the case may be, as the registered holder of such Global Note (as hereafter defined). The principal of
any certificated Notes will be payable at the office or agency of the Company maintained for such purpose in Wilmington, Delaware,
which shall initially be the Corporate Trust Office of the Trustee at 1100 N. Market Street, Wilmington, Delaware 19890; provided,
however, that payment of interest may be made at the option of the Company by check, in the case of definitive notes, mailed
to the Person entitled thereto at such address as shall appear in the Security Register or by wire transfer to an account appropriately
designated by the Person entitled to payment; provided that the paying agent shall have received written notice of such
account designation at least five Business Days prior to the date of such payment (subject to surrender of the relevant Note in
the case of a payment of interest on the Maturity Date).


 


The Notes shall have such other terms as
are set forth in the form thereof attached hereto as Exhibit A.


 


The Security Registrar, Authenticating Agent
and Paying Agent for the Notes shall initially be the Trustee.


 


The Notes will be issuable and may be transferred
only in minimum denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. The specified currency
of the Notes shall be U.S. Dollars.


 


Section 204.  Global Note.
The Notes shall be issued initially in the form of one or more fully registered global notes (each such global note, a “Global
Note”) deposited with DTC or its designated custodian or such other Depositary as any officer of the Company may from
time to time designate. Unless and until a Global Note is exchanged for Notes in certificated form, such Global Note may be transferred,
in whole but not in part, and any payments on the Notes shall be made, only to DTC or a nominee of DTC, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor Depositary.


 


Section 205.  Interest.


 


(a)           Interest
payable on any Interest Payment Date or the Maturity Date with respect to the Notes shall be the amount of interest accrued from,
and including, the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for
(or from and including the original issue date of September 21, 2015, if no interest has been paid or duly provided for with respect
to the Notes) to, but excluding, such Interest Payment Date or Maturity Date as the case may be (each, an “Interest Period”).


 


(b)           From
and including September 21, 2015 until but excluding September 30, 2025 the rate at which the Notes shall bear interest shall be
5.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, and payable semi-annually in arrears;
from and including September 30, 2025 until but excluding the Maturity Date, the interest rate shall be a floating rate, as determined
by the Trustee, equal to LIBOR determined on the determination date of the applicable Interest Period plus 345 basis points, computed
on the basis of a 360-day year and the actual number of days elapsed, and payable quarterly in arrears.  The Interest
Payment Dates for the


 




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Notes shall be March 30 and September 30 of each year until,
but not including, September 30, 2025, and thereafter March 30, June 30, September 30, and December 30 of each year through the
Maturity Date or earlier Redemption Date (each such payment date, an “Interest Payment Date”). The first interest
payment will be made on March 30, 2016.


 


(c)           In
the event that any scheduled Interest Payment Date for the Notes falls on a day that is not a Business Day, then payment of interest
payable on such Interest Payment Date will be postponed to the next succeeding day which is a Business Day (and no interest on
such payment will accrue for the period from and after such scheduled Interest Payment Date).


 


(d)           In
the event that the Maturity Date for any Note falls on a day that is not a Business Day, then the related payments of principal,
premium, if any, and interest may be made on the next succeeding day that is a Business Day (and no additional interest will accumulate
on the amount payable for the period from and after the Maturity Date). Interest due on the Maturity Date (whether or not an Interest
Payment Date) of any Notes will be paid to the Person registered as of the corresponding Record Date.


 


Section 206.  Subordination.


 


(a)          The
Company covenants and agrees that, anything in this Section 206 or the Notes to the contrary notwithstanding, the indebtedness
evidenced by the Notes is subordinate and junior in right of payment to all Senior Debt to the extent provided in this Section
206, and each holder of Notes, by such holder’s acceptance of such Notes, likewise covenants and agrees to the subordination
provided in this Section 206 and the Base Indenture and shall be bound by the provisions of this Section 206. Senior Debt shall
continue to be Senior Debt and entitled to the benefits of these subordination provisions irrespective of any amendment, modification,
or waiver of any term of the Senior Debt or extension or renewal of the Senior Debt.


 


In the event of


 


(1)          any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, or other similar proceeding relating
to the Company or its property,


 


(2)          any
proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings,


 


(3)          any
assignment by the Company for the benefit of creditors, or


 


(4)          any
other marshaling of the assets of the Company,


 


all Senior Debt (including any interest on such Senior Debt
accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether
in cash, securities, or other property, shall be made to any holder of any of the Notes on account of such Notes. Any payment or
distribution, whether in cash, securities, or other property (other than securities of the Company or any other corporation provided
for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Notes, to the payment of all Senior Debt at the time outstanding and
to any securities issued in respect of such Senior Debt under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect of the Notes shall be paid or delivered directly
to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including
any interest on such Senior Debt accruing after the commencement of any such proceedings) shall have been paid in full. In the
event of any such proceeding, after payment in full of all sums owing with respect to Senior Debt, the holders of the Notes, together
with the holders of any obligations of the Company ranking on a parity with the Notes, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest
on the Notes and such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall
be made on account of any capital stock or any obligations of the Company ranking junior to the Notes and such other obligations.
The rights of holders of Senior Debt under this


 




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Section do not extend to any payment or distribution, whether
in cash, securities or other property, to the extent applied to the Trustee’s rights to compensation, reimbursement of expenses
or indemnification.


 


In the event that, notwithstanding the foregoing,
any payment or distribution of any character or any security, whether in cash, securities, or other property (other than securities
of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate,
at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Notes, to the
payment of all Senior Debt at the time outstanding and to any securities issued in respect of such Senior Debt under any such plan
of reorganization or readjustment), shall be received by the Trustee or any holder of the Notes in contravention of any of the
terms of this Section 206, such payment or distribution or security shall be received in trust for the benefit of, and shall be
paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities
then existing among such holders for applications to the payment of all Senior Debt remaining unpaid to the extent necessary to
pay all such Senior Debt in full. In the event of the failure of the Trustee or any holder of the Notes to endorse or assign any
such payment, distribution, or security, each holder of Senior Debt is irrevocably authorized to endorse or assign the same.


 


No present or future holder of any Senior
Debt shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Notes by any act or failure
to act on the part of the Company. Nothing contained in this Section 206 shall impair, as between the Company and the holders of
Notes, the obligation of the Company to pay to the holders of the Notes the principal of (and premium, if any) and interest on
such Notes or prevent the Trustee or the holders of the Notes from exercising all rights, powers and remedies otherwise permitted
by applicable law or under this Indenture upon a default or Event of Default, all subject to the rights of the holders of the Senior
Debt to receive cash, securities, or other property otherwise payable or deliverable to the holders of the Notes.


 


Senior Debt shall not be deemed to have been
paid in full unless the holders thereof shall have received cash, securities, or other property equal to the amount of such Senior
Debt then outstanding. Upon the payment in full of all Senior Debt, the rights of the holders of Notes of each series shall be
subrogated to all rights of any holders of Senior Debt to receive any further payments or distributions applicable to the Senior
Debt until the indebtedness evidenced by the Notes shall have been paid in full, and such payments or distributions received by
such holders of Notes, by reason of such subrogation, of cash, securities, or other property which otherwise would be paid or distributed
to the holders of Senior Debt shall, as between the Company and its creditors other than the holders of Senior Debt, on the one
hand, and such holders of Notes, on the other hand, be deemed to be a payment by the Company on account of Senior Debt, and not
on account of the Notes.


 


Notwithstanding the foregoing or anything
else in this Section 206 contained, at any time after the 123rd day following the date of deposit of money and U.S. Government
Obligations pursuant to Article IV or XIII (provided all conditions set out in the applicable Article shall have been satisfied),
the funds (including U.S. Government Obligations) so deposited and any interest thereon will not be subject to any rights of holders
of Senior Debt including, without limitation, those arising under this Section 206; provided that no event described in clause
(4) or (5) of Section 501 of the Base Indenture has occurred during such 123-day period.


 


The provisions of this Section 206 shall
not impair any rights, interests, remedies, or powers of any secured creditor of the Company in respect of any security interest
the creation of which is not prohibited by the provisions of this Indenture.


 


(b)          In
the event and during the continuation of any default in the payment of the principal of or any premium or interest on any Senior
Debt beyond any applicable grace period with respect to such Senior Debt, or in the event that any event of default with respect
to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of
the holders of such Senior Debt) to declare such Senior Debt due and payable prior to the date on which it would otherwise have
become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and
any such declaration and its consequences shall have been rescinded or annulled, or in the event any judicial proceeding shall
be pending with respect to any such default in payment or event of default, then no payment (including any payment which may be
payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes) shall
be made by the Company on account of the principal of or any premium or interest on the Notes or


 




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on account of the purchase or other acquisition of Notes, provided,
however, that nothing in this Section 206 shall prevent the satisfaction of any sinking fund payment in accordance
with Article XII of the Base Indenture by delivering and crediting pursuant to Section 1202 of the Base Indenture Notes
which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default.


 


Subject to Section 206(d), in the event that,
notwithstanding the foregoing, the Company shall make any payment to the Trustee or the holders of the Notes prohibited by the
foregoing provisions of this Section 206(b), and if such fact shall, at or prior to the time of such payment, have been made
known in a writing delivered to a responsible officer of the Trustee at the Corporate Trust Office by a holder of Senior Debt or
the Company or, as the case may be, such holder of Notes, then and in such event such payment shall be paid over and delivered
to the Company.


 


The provisions of this Section 206(b)
shall not apply to any payment with respect to which Section 206(a) would be applicable.


 


(c)          Upon
any payment or distribution of assets of the Company referred to in this Section 206, the Trustee and the holders of the Notes
shall be entitled to conclusively rely upon an order or decree made by any court of competent jurisdiction in which such dissolution
or winding up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors, or other Person making such payment or distribution, delivered to the Trustee
or to the holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders
of the Senior Debt and other indebtedness of the Company, the amount of or payable on and the amount or amounts paid or distributed
on such Senior Debt or other indebtedness, and all other facts pertinent to such Senior Debt or other indebtedness or to this Section
206. In the absence of any such bankruptcy trustee, receiver, assignee, or other Person, the Trustee shall be entitled to conclusively
rely upon a written notice by a Person representing itself, himself or herself to be a holder of Senior Debt (or a trustee or representative
on behalf of such holder) as evidence that such Person is a holder of such Senior Debt (or is such a trustee or representative),
of the amount of or payable on and the amount or amounts paid or distributed on such Senior Debt or other indebtedness, and of
all other facts pertinent to such Senior Debt or other indebtedness. In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payments
or distributions pursuant to this Section 206, the Trustee may request such person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Senior Debt held by such Person, as to the extent to which such Person is entitled to participate
in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section 206, and if such
evidence is not furnished, the Trustee may withhold any payment to such Person pending judicial determination as to the right of
such Person to receive payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt,
and shall not be liable to any such holders if it shall pay over or deliver to the holders of the Notes or the Company or any other
Person, cash, securities, or other property to which any holders of Senior Debt shall be entitled by virtue of this Section 206
or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders
of Senior Debt shall be read into this Indenture against the Trustee.


 


(d)          Nothing
contained in this Section 206 (except in Section 206(e)) or elsewhere in this Indenture, or in the Notes, shall prevent (i) the
Company at any time, except during the pendency of any dissolution, winding up, liquidation, or reorganization proceedings referred
to in Section 206(a) or under the conditions specified in Section 206(b), from making payments of the principal of (or
premium, if any) or interest on the Notes or (ii) the application by the Trustee or any Paying Agent of any moneys deposited
with it under this Indenture to payments of the principal of or interest on the Notes, if, at the time of such deposit, a responsible
officer of the Trustee or such Paying Agent, as the case may be, had not received at the Corporate Trust Office the Officers’
Certificate or written notice provided for in Section 206(e) of any event prohibiting the making of such deposit, or if, at
the time of such deposit (whether or not in trust) by the Company with the Trustee or any Paying Agent (other than the Company)
such payment would not have been prohibited by the provisions of this Section 206, and the Trustee or any Paying Agent shall not
be affected by any notice to the contrary received by it on or after such date.


 




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(e)          Anything
in this Section 206 or elsewhere contained in this Indenture to the contrary notwithstanding, the Trustee shall not at any time
be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee,
and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 206(a) or Section 206(b)
has happened, unless and until a responsible officer of the Trustee shall have received at the Corporate Trust Office (i) an Officers’
Certificate to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives,
of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee
to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall
be outstanding; and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled
in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’
Certificate or the written notice provided for in this Section 206(e) at least three (3) Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of
or interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power
and authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected
by any notice to the contrary which may be received by it during or after such three (3) Business Day period.


 


The Company shall give prompt written notice
to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or
any Paying Agent.


 


(f)          Each
holder of Notes by such holder’s acceptance thereof authorizes and directs the Trustee on such holder’s behalf to take
such action as may be necessary or appropriate to effectuate the subordination as between such holder and holders of Senior Debt
as provided in this Section 206 and appoints the Trustee its attorney-in-fact for any and all such purposes.


 


(g)          The
Trustee shall be entitled to all the rights set forth in this Section 206 with respect to any Senior Debt which may at the time
be held by it, to the same extent as any other holder of Senior Debt. Nothing in this Section 206 shall deprive the Trustee of
any rights as such holder.


 


(h)          In
case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting under this
Indenture, the term “Trustee” as used in this Section 206 shall in such case (unless the context shall otherwise require)
be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if the
Paying Agent were named in this Section 206 in addition to or in place of the Trustee, provided, however, that Sections 206(e)
and 206(g) shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent.


 


(i)          No
right of any present or future holders of any Senior Debt to enforce subordination as provided in this Indenture shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions, and covenants of this Indenture,
regardless of any knowledge which any such holder may have or be otherwise charged with. The holders of Senior Debt may, at any
time or from time to time and in their absolute discretion, change the manner, place, or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Debt, or amend or supplement any instrument pursuant to which any such Senior
Debt is issued or by which it may be secured, or release any security, or exercise or refrain from exercising any other of their
rights under the Senior Debt including, without limitation, the waiver of default, all without notice to or assent from the holders
of the Notes or the Trustee and without affecting the obligations of the Company, the Trustee, or the holders of the Notes under
this Section 206.


 


(j)          Nothing
in this Section 206 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 506 or 607 of the
Base Indenture.


 


(k)          Anything
in Section Article IX of the Base Indenture or elsewhere contained in this Indenture to the contrary notwithstanding, no modification
or amendment and no supplemental indenture shall modify the subordination provisions of this Section 206 in a manner that would
adversely affect the holders of Senior Debt.


 




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Section 207.  No Sinking Fund.
The Notes are not entitled to the benefit of any sinking fund.


 


Section 208.   Acceleration
of Maturity, Rescission and Annulment. Section 5.02 of the Base Indenture shall apply to the Notes, except that the first
paragraph thereof shall be substituted with the following:


 


“If an Event of Default specified in Section 5.01(4) Section 5.01(5) or
Section 5.01(6) occurs, the principal amount of all the Notes, together with accrued and unpaid interest, if any, thereon,
shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due
and payable. The Maturity of the Notes shall not otherwise be accelerated as a result of an Event of Default.


 


Section 209.  Events of Default.
The Events of Default provided for in Section 5.01 of the Base Indenture shall apply to the Notes, provided that:


 


(a) the text of clause (4) of
Section 5.01 shall be substituted with the following:


 


“(4) A court having jurisdiction
in the premises shall enter a decree or order for the appointment of appointing a receiver, liquidator, trustee, or similar official
in any receivership, insolvency, liquidation, or similar proceeding relating to the Company, and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or";


 


(b) the text of clause (5) of
Section 5.01 shall be substituted with the following:


 


“(5) The Company shall consent
to the appointment of a receiver, liquidator, trustee or other similar official in any receivership, insolvency, liquidation or
similar proceeding with respect to the Company; or”;  and 


 


(c) the text of clause (6) of Section
501 shall be substituted with the following:


 


“(6) A “major subsidiary
depository institution” of the Company within the meaning of 12 CFR Section 217.20(d)(1)(vi) shall be the subject of a receivership,
insolvency, liquidation or similar proceeding.”


 


ARTICLE 3 

REDEMPTION OF THE NOTES 


 


Section 301.  Redemption. Subject
to obtaining the prior approval of the Federal Reserve Board to the extent such approval is then required, the Notes shall be redeemable
at the Company’s option in whole or in part, upon not fewer than 30 nor greater than 60 days’ notice to holders (which
notice may be conditional), on September 30, 2025 or any scheduled Interest Payment Date thereafter. Further, the Company may,
at its option, subject to obtaining the prior approval of the Federal Reserve Board to the extent such approval is then required,
redeem the Notes before the Maturity Date in whole, at any time, or in part from time to time, upon the occurrence of a Tier 2
Capital Event or a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment Company
Act of 1940 (15 U.S.C. 80a-1 et seq.).


 


Any such redemption will be at a Redemption
Price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption
Date fixed by the Company. The provisions of Article XI of the Base Indenture shall apply to any redemption of the Notes pursuant
to this Article 3.


 


ARTICLE 4 

FORM OF NOTES 


 


Section 401.  Form of
Notes. The Notes and the Trustee’s Certificate of Authentication thereon are to be substantially in the form attached
as Exhibit A hereto, with such changes therein as the officers of the Company executing the Notes (by manual or facsimile
signature) may approve, such approval to be conclusively evidenced by their execution thereof.


 




    	9 



     


    

  


ARTICLE 5 

ISSUE OF NOTES 


 


Section 501.  Original
Issue of Notes. Notes having an aggregate principal amount of $40,000,000 may from time to time, upon execution of this Second
Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes in accordance with a Company Order pursuant to Section 303 of the Base Indenture without
any further action by the Company (other than as required by the Base Indenture).


 


Section 502.  Additional
Issues of Notes. The Company may from time to time, without notice to or the consent of the holders of the Notes, create and
issue additional notes ranking pari passu with the Notes and with identical terms in all respects (or in all respects except
for the offering price, the payment of interest accruing prior to the issue date of such additional notes or except for the first
payment of interest following the issue date of such additional notes) in order that such additional notes may be consolidated
and form a single series with the Notes and have the same terms as to status, redemption or otherwise as the Notes, provided,
however, that a separate CUSIP number will be issued for any Additional Securities unless the Securities and the Additional
Securities are fungible for U.S. federal income tax purposes, subject to the procedures of the Depository.


 


ARTICLE 6 

IMMUNITY OF STOCKHOLDERS, EMPLOYEES, AGENTS, OFFICERS AND 


DIRECTORS 


 


Section 601.  Indenture
and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or interest on any Note, or for any
claim based thereon or otherwise in respect thereof, shall be had against any shareholder, employee, agent, officer or director,
as such, past, present or future, of the Company or of any successor Person; it being expressly understood that all such liability
is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Second Supplemental
Indenture and the issue of the Notes.


 


ARTICLE 7 

MISCELLANEOUS 


 


Section 701.  Ratification
of Base Indenture. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and
confirmed, and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein
and therein provided.


 


Section 702.  Trustee
Not Responsible for Recitals. The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication,
shall be taken as statements of the Company and not those of the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or of the proceeds thereof.


 


Section 703.  New York
Law To Govern. THIS SECOND SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK (INCLUDING BUT NOT LIMITED TO N.Y. GENERAL OBLIGATIONS LAW SECTION 5-1401 AND ANY SUCCESSOR STATUTE THERETO).


 


Section 704.  Separability.
In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired by such invalid, illegal or
unenforceable provision.


 


Section 705.  Counterparts.
This Second Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of
signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute
effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the
original Second Supplemental 


 




    	10 



     


    

 


Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed
to be their original signatures for all purposes.


 


Section 706.  Benefits
of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties to this Second Supplemental Indenture and their successors under this Second Supplemental
Indenture, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.


 


Section 707.  Conflict
with Base Indenture. If any provision of this Second Supplemental Indenture relating to the Notes is inconsistent with any
provision of the Base Indenture, such provision of this Second Supplemental Indenture shall control.


 


Section 708.  Provisions
of Trust Indenture Act Controlling. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture
Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision
of this Second Supplemental Indenture limits, qualifies, or conflicts with a provision of the Trust Indenture Act that is required
under such Act to be a part of and govern this Second Supplemental Indenture, the latter provision shall control.


 


Section 709.  USAPATRIOT.
The Parties also hereto acknowledge that in accordance with Section 326 of the USAPATRIOT Act, the Trustee, like all financial
institutions and in order to help the government fight the funding of terrorism and money laundering, are required to obtain, verify
and record information that identifies each person or legal entity that establishes a relationship or opens an account.  The
parties to this agreement agree that they will provide the Trustee with such information as it may request to satisfy the requirements
of the USA PATRIOT Act.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.]


 




    	11 



     


    

  


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


 


	BRIDGE BANCORP, INC.	 
	 	 	 
	By:	/s/ Kevin M. O’Connor	 
	Name:	Kevin M. O’Connor	 
	Title:	President and Chief Executive Officer	 
	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee	 
	 	 	 
	By:	/s/ W. Thomas Morris, II	 
	Name:	W. Thomas Morris, II	 
	Title:	Vice President	 


  


[Signature Page to Second Supplemental Indenture]


 




    	12 



     


    

  


Exhibit A


 


GLOBAL NOTE 


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED
TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR
A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR
IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL OR OTHER GOVERNMENTAL AGENCY.


 




    	A-1 



     


    

  


BRIDGE BANCORP, INC.


5.75%
Fixed-to-Floating Rate Subordinated Debentures due September 30,
2030 





	 	 	 
	ISIN: US108035AB23	 	CUSIP: 108035 AB2
	 	 
	No. 1	 	 


 


Bridge Bancorp, Inc., a New York corporation (hereinafter called
the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns the principal sum as set forth in the Schedule
of Increases or Decreases in Note attached hereto on September 30, 2030 (such date is hereinafter referred to as the “Maturity
Date”), and to pay 5.75% interest per annum thereon commencing on September 21, 2015 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 30 and September 30 of each
year, on the basis of a 360-day year consisting of twelve 30-day months, until and excluding September 30, 2025. Commencing on
September 30, 2025, until the principal of the Notes has been paid in full or a sum sufficient to pay the principal of the Notes
has been made available for payment, the interest rate shall reset quarterly to an interest rate per annum, as determined by the
Trustee, equal to LIBOR plus 345 basis points, payable quarterly in arrears, computed on the basis of a 360-day year and the actual
number of days elapsed, and payable quarterly in arrears on March 30, June 30, September 30 and December 30. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name the relevant Notes, or any predecessor Notes, are registered at the close of business on the Record Date for such
Interest Payment Date; provided that the interest due on the Maturity Date (whether or not an Interest Payment Date) of
a Note of this series will be paid to the Person to whom principal of such Note is payable. The first interest payment will be
made on March 30, 2016.


 


Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained for that purpose in Wilmington, Delaware, which shall initially be the Corporate
Trust Office located therein, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided that payment of interest may be made by wire transfer to an account appropriately
designated by the Person entitled to payment; provided that the paying agent shall have received written notice of such
account designation at least five Business Days prior to the date of such payment (subject to surrender of the relevant Note in
the case of a payment of interest on the Maturity Date).


 


Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual or facsimile signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


[Signature Page Follows]


 




    	A-2 



     


    

 


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


 


Dated: September 21, 2015


 


	BRIDGE BANCORP, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	A-3 



     


    

  


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



 


This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


 


Dated: September 21, 2015


 


WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee


 


	By:	 	 
	 	Authorized Signatory	 


 




    	A-4 



     


    

  


REVERSE OF NOTE 


 


BRIDGE BANCORP, INC.


 


This Note is one of a duly authorized issue of securities of
the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture (the
“Base Indenture”), dated as of September 21, 2015, between the Company and Wilmington Trust, National Association
as Trustee (herein called the “Trustee,” which term includes any successor trustee), as supplemented and amended
by the Second Supplemental Indenture between the Company and the Trustee (the “Supplemental Indenture” and together
with the Base Indenture, the “Indenture”) dated as of September 21, 2015, to which Indenture reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, initially limited in aggregate principal amount to $40,000,000.


 


All terms used in this Note that are defined in the Base Indenture
or the Supplemental Indenture shall have the meaning assigned to them in the Base Indenture or the Supplemental Indenture.


 


The Notes of this series shall be redeemable, in whole or in
part, at the option of the Company on September 30, 2025, or on any scheduled Interest Payment Date thereafter. In addition, the
Company may redeem the Notes before the Maturity Date, in whole at any time or in part from time to time, upon the occurrence of
a Tier 2 Capital Event or a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment
Company Act of 1940 (15 U.S.C. 80a-1 et seq.). Any such redemption by the Company prior to the Maturity Date would require the
prior approval of the Board of Governors of the Federal Reserve System, if then required.


 


The Notes of this series are not entitled to the benefit of
any sinking fund.


 


If an Event of Default with respect to Notes of this series
shall occur and be continuing, the principal and interest owed on the Notes of this series shall only become due and payable in
accordance with the terms and conditions set forth in Section 209 of the Supplemental Indenture.


 


The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Notes
at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the Notes of each
series (each series voting as a class) affected thereby and at the time Outstanding. The Indenture also contains provisions permitting
the holders of specified percentages in principal amount of the Notes of a series at the time Outstanding, on behalf of the holders
of all Notes of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.


 


As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar
duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series,
of authorized minimum denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.


 




    	A-5 



     


    

  


The Notes of this series are issuable only in registered form
without coupons in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.


 


The Company and the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this
Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS
OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.


 




    	A-6 



     


    

  


ASSIGNMENT FORM 


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to:


 


	 	 
	(Insert assignee’s social security or tax I.D. no.)	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	(Print or type assignee’s name, address and zip code)	 


 


and irrevocably appoint                             
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	Your Signature:	 
	(Sign exactly as your name appears on the other side of this Security)


 


	Your Name:	 


 


	Date:	 	 


 


	Signature Guarantee:	 	*


 


		*	NOTICE: The Signature must be guaranteed by an Institution which is
a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP);
or (iv) such other guarantee program acceptable to the Trustee.



 




    	A-7 



     


    

  


SIGNATURE GUARANTEE 


 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Security registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.


 




    	A-8 



     


    

  


SCHEDULE OF INCREASES OR DECREASES IN
NOTE 


 


The initial principal amount of this Note is $40,000,000. The
following increases or decreases in the principal amount of this Note have been made:


 


	Date	 	Amount
                                         of

        decrease
        in

        principal
        amount of

        this
        Note
	 	Amount
                                         of

        decrease
        in

        principal
        amount of

        this
        Note
	 	Principal
                                         amount of

        this
        Note following

        such
        decrease or

        increase
	 	Signature
    of authorized 

    signatory of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	A-9