PROPOSAL NO. 1 - AMENDMENT TO CERTIFICATE OF INCORPORATION
TO AUTHORIZE 2,000,000 SHARES OF PREFERRED STOCK

Our Certificate of Incorporation does not authorize the issuance of shares other than common stock. Our Board of Directors has unanimously approved a resolution to amend the Certificate of Incorporation, subject to shareholder approval, to authorize the issuance of up to 2,000,000 shares of preferred stock, par value $0.01 per share. The preferred stock to be authorized ("Preferred Stock") would have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be expressed in the resolution or resolutions adopted by the Board of Directors from time to time providing for the issuance of such stock. As such, the Preferred Stock would be available for issuance without further action by the Company's shareholders, except as may be required by applicable law, or pursuant to the requirements of the exchange or quotation system upon which the Company's securities are then trading or quoted.

The Board's primary objective in amending the Certificate of Incorporation to authorize the Preferred Stock is to provide maximum flexibility with respect to future financing transactions, including being able to participate in the CPP recently established by the U.S. Treasury Department ("Treasury"). Under this program, Treasury will make a direct equity investment in participating institutions through the purchase by Treasury of the institution's cumulative perpetual preferred stock, with a liquidation preference of at least $1,000 per share. Our CPP application with Treasury was filed on November 13, 2008. If we receive preliminary approval to participate in the CPP, we would have only 30 days from the date of such approval to complete the investment. Because applications to participate in the CPP are due by November 14, 2008, time is of the essence. Accordingly, we are holding this Special Meeting for the proposal to amend the Certificate of Incorporation to authorize the Preferred Stock.

Preferred stock is commonly authorized by publicly traded companies and is frequently used as a means of raising capital and making acquisitions. In some circumstances, companies have been required to utilize senior classes of securities to raise capital, with the terms of those securities being highly negotiated and tailored to meet the needs of both investors and issuing companies. Such senior securities typically include liquidation and dividend preferences, protections, conversion privileges and other rights not found in common stock.

We presently lack the authority to issue preferred stock, and accordingly, may not be eligible to participate in the CPP. As a result, we would continue to be

limited to issuing common stock or debt securities to raise capital. By authorizing the Preferred Stock, we would not only be eligible to participate in CPP, but also would increase our flexibility in structuring future transactions.

If the Certificate of Incorporation is amended to authorize the issuance of the Preferred Stock, the Board will have discretion to establish series of preferred stock and the rights and privileges of each series so established. In the event of any such issuance, the holders of our common stock would have no input or right to approve the terms of any such series, including the issuance of cumulative perpetual preferred stock to the Treasury if we decided to participate in the CPP. Generally, the authority to issue the Preferred Stock will enable the Company to respond promptly to, and take advantage of, market conditions and other favorable opportunities without incurring the delay and expense associated with calling a special shareholders' meeting to approve a contemplated stock issuance. The Board of Directors believes that this authority will also help to reduce costs because the Board will not have to seek shareholder approval to issue the shares of the Preferred Stock unless such approval is otherwise required under the rules of any quotation board or stock exchange to which Bridge Bancorp is subject.

Bridge Bancorp has no present agreement to issue any Preferred Stock and, other than the possible issuance of Preferred Stock contemplated under the CPP, has no present intention to do so. Moreover, although we are seeking approval of an amendment to the Certificate of Incorporation to authorize shares of Preferred Stock in order to be able to participate in the CPP, the Company has not committed to issue the Preferred Stock to Treasury and shareholder approval of the proposed amendment to the Certificate of Incorporation does not commit the Company to issue the Preferred Stock in the event approval is received from Treasury.

Senior Cumulative Preferred Stock Under the CPP

If Bridge Bancorp were to participate in the CPP, the Treasury would purchase from Bridge Bancorp cumulative perpetual preferred stock, with a liquidation preference of at least $1,000 per share. These shares would be senior to our common stock and would pay cumulative dividends at a rate of 5% per annum until the fifth anniversary of the date of the original investment and thereafter at a rate of 9% per annum (the "Senior Preferred Shares"). Dividends would be payable quarterly in arrears on the fifteenth day of February, May, August, and November of each year.

Under the CPP, the Senior Preferred Shares would be non-voting shares, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Senior Preferred Shares; (ii) any amendment to the rights of the Senior Preferred Shares, or (iii) any merger, exchange or similar transaction which would adversely affect the rights of the Senior Preferred Shares. If the dividends described above were not paid in full for six dividend periods, whether or not consecutive, the shareholders of the Senior Preferred Shares would have the right to elect two directors. The right to elect directors would then cease when dividends have been paid in full for four consecutive dividend periods.

The Senior Preferred Shares will be callable at par after three years. Prior to the end of three years, the preferred shares may be redeemed only with the proceeds of an equity offering of Tier 1 qualifying perpetual preferred or common stock. As long as the Senior Preferred Shares are outstanding, Bridge Bancorp may continue the payment of dividends on common shares at the current rate, provided all dividends on Senior Preferred Shares are fully paid. Furthermore, unless the Senior Preferred Shares are transferred or redeemed, until the third anniversary of the Treasury's investment, any increase in the common stock dividends or repurchases by the Company of shares of its common stock, would be prohibited without the prior approval of the Treasury.

Under the CPP, Treasury's investment in the preferred stock of a participating institution will be limited to an aggregate amount of between 1% and 3% of the institution's risk-weighted assets. In the case of Bridge Bancorp, based upon the Bank's risk-weighted assets as of September 30, 2008, this would permit Bridge Bancorp to apply for an investment by the Treasury of between approximately $5 million and $15 million. We expect to use the proceeds for general corporate purposes, including loan originations and the purchase of securities, primarily securities collateralized by mortgage loans, following our normal prudent underwriting standards. The proceeds will increase our capital levels and thereby also support future organic growth through branch expansion and branch or bank acquisitions, although we have no current plans or arrangements regarding any acquisitions. Under the CPP, any shares of preferred stock issued to Treasury would constitute Tier 1 capital for bank regulatory purposes. The following table shows Bridge Bancorp's regulatory capital ratios assuming investments by the Treasury of $5 million and $15 million, respectively.

 Regulatory capital
  ratios of Bridge         Historical at                                       $15 Million
       Bancorp          September 30, 2008     $5 Million Investment(1)       Investment(1)
-------------------    --------------------   -------------------------   ----------------------
                        Amount     Percent       Amount     Percent of     Amount     Percent of
                        ------     of Assets     ------        Assets      ------      Assets
                                   ---------                ----------                ----------
 Tier 1 Capital (to     $53,475        7.4%      $58,475        8.0%       $68,475       9.3%
 average assets)


 Tier 1 Capital (to     $53,475       10.8%      $58,475       11.7%       $68,475      13.4%
 risk weighted
 assets)


 Total Capital (to      $57,227       11.6%      $62,227       12.4%       $72,227      14.2%
 risk weighted
 assets)

(1) Assumes proceeds from the Senior Preferred Shares investment are invested in 100% risk weighted assets.

Institutions participating in the CPP must also grant a warrant to Treasury to purchase a number of shares of common stock having a purchase price equal to 15% of aggregate amount of the preferred stock investment. The exercise price for the warrant, and the market price for determining the number of shares of common stock subject to the warrant, will be determined by reference to the market price of the common stock (calculated on a 20-day trailing average) on the date of Treasury approval of an institution's participation in CPP. Assuming Bridge Bancorp issues $15.0 million of Senior Preferred Shares, it would simultaneously grant to Treasury a warrant to purchase common stock having an aggregate purchase price of $2.25 million. Assuming a market price of $19.68 per share of common stock (the 20 trading day trailing average price as of November 7, 2008), we would grant Treasury a warrant to purchase 114,329 shares of Bridge Bancorp common stock (at an exercise price of $19.68), which is less than 2.0% of our outstanding shares of common stock. The dilutive effect of the preferred shares and warrants on earnings per common share on a pro forma basis for the year ended December 31, 2007 and nine months ended September 30, 2008 is immaterial.

If Bridge Bancorp participates in the CPP, Bridge Bancorp must adopt Treasury's standards for executive compensation and corporate governance for the period during which Treasury holds any of the Company's Senior Preferred Shares or warrants issued under the CPP. These standards generally apply to the chief executive officer, chief financial officer, plus the next three most highly compensated executive officers (collectively, the "senior executive officers"). Participating institutions must meet certain standards, including: (1) ensuring that incentive compensation for senior executive officers does not encourage unnecessary and excessive risks; (2) requiring a clawback of any bonus or incentive compensation paid to a senior executive officer based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; (3) prohibiting certain severance payments to a senior executive

officer, generally referred to as "golden parachute" payments, above specified amounts; and (4) agreeing not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive officer. We expect that each executive officer will agree in writing to be bound by the applicable CPP restrictions on compensation during any period that he or she is a senior executive officer and Treasury holds an equity or debt position acquired through the CPP.

Although Bridge Bancorp has no reason to believe that any application it submits to Treasury for participation in the CPP would not be approved, there can be no assurance that Treasury will approve any application submitted by Bridge Bancorp or that the application will be approved in the amount requested. If Treasury does not approve our application to participate in the CPP, there will be no material effect on our liquidity, capital resources or results of operations, and the Bank will remain well-capitalized and capable of continuing its strategic plan.

Within 30 days following closing of the CPP investment, the Company must file with the SEC a shelf registration statement registering the possible resale of all of the preferred shares, the warrant and the warrant exercise shares. We must also use reasonable best efforts to cause the registration statement to be continuously effective until there are no registrable securities remaining.

To the extent that a shelf registration statement is not available and Bridge Bancorp proposes to file a registration statement for an equity offering, holders of the preferred shares, the warrant and warrant exercise shares will have piggyback rights to include their securities in such registration statement.

Potential Anti-Takeover Effect

The proposal to amend the Certificate of Incorporation to authorize the Preferred Stock could adversely effect the ability of third parties to take over or change the control of Bridge Bancorp by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other transaction for the combination of Bridge Bancorp with another company.

The ability of our Board of Directors to establish the rights of, and to cause Bridge Bancorp to issue, substantial amounts of preferred stock without the need for shareholder approval, upon such terms and conditions, and having such rights, privileges and preferences, as our Board of Directors may determine from time to time in the exercise of its business judgment, may, among other things, be used to create voting impediments with respect to changes in control of Bridge Bancorp or to dilute the stock ownership of holders of common stock seeking to obtain control of Bridge Bancorp. The rights of the holders of common stock will be subject to, and may be adversely affected by, any preferred stock that may be issued in the future. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions, financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in control of Bridge Bancorp. Other than our continuing review of whether to participate in the CPP, we have no present plans to issue any shares of Preferred Stock.

Proposed Amendment

In order to authorize the Preferred Stock, we propose that the text of Paragraph 4 of our Certificate of Incorporation be amended to read as follows:

4. (A) The aggregate number of shares which the corporation shall have authority to issue is 22,000,000 shares, 20,000,000 of which shall be common shares, having a par value of One Cent ($0.01) per share, and 2,000,000 of which shall be preferred shares, having a par value of One Cent ($0.01) per share ("Preferred Shares").

(B) The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Shares in series, and by filing a certificate of amendment pursuant to the applicable law of the State of New York (such certificate being hereinafter referred to as a "Preferred Share Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Shares may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

Vote Required and Board of Director's Recommendation

The affirmative vote of a majority of all shares eligible to vote, in person or by proxy, is required for approval of this proposal. In the event there are not sufficient votes to approve the proposed amendment to the Certificate of Incorporation at the time of this Special Meeting, the Special Meeting may be adjourned in order to permit the further solicitation of proxies. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.