Dime Community Bancshares, Inc. /NY/ (Form: 8-K, Received: 02/01/2021 08:48:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1, 2021

DIME COMMUNITY BANCSHARES, INC.

(Exact name of the registrant as specified in its charter)

New York

001-34096

11-2934195

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

2200 Montauk Highway
Bridgehampton, New York			11932
(Address of principal executive offices)			(Zip Code)

(631) 537-1000

(Registrant’s telephone number)

Bridge Bancorp, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

DCOM

The Nasdaq Stock Market, LLC

Preferred Stock, Series A, $0.01 Par Value

DCOMP

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01

Completion of Acquisition or Disposition of Assets

On February 1, 2021, Dime Community Bancshares, Inc., a New York corporation previously known as “Bridge Bancorp, Inc.” (the “Company”) completed its previously announced merger-of-equals transaction (the “Merger”) with Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”), pursuant to the Agreement and Plan of Merger, dated as of July 1, 2020, by and between the Company and Legacy Dime (the “Merger Agreement”). At the February 1, 2021 effective time of the Merger (the “Effective Time”), Legacy Dime merged with and into the Company, with the Company as the resulting corporation. At the Effective Time, the Company also changed its name from “Bridge Bancorp, Inc.” to “Dime Community Bancshares, Inc.” At the Effective Time, the Company changed the Nasdaq Stock Market ticker symbol for its common stock, par value $0.01 per share (the “Company Common Stock”) from “BDGE” to “DCOM.” Immediately following the Effective Time, the Company had approximately 41.2 million shares of common stock outstanding.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Legacy Dime common stock, par value $0.01 per share, was converted into the right to receive 0.648 shares (the “Exchange Ratio”) of Company Common Stock, with cash to be paid in lieu of fractional shares. Each previously outstanding share of Company Common Stock remained outstanding and was unaffected by the Merger. Also at the Effective Time, each outstanding share of Legacy Dime 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A was converted into the right to receive one share of a newly created series of 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A of the Company (the “Company Preferred Stock”), with substantially the same rights and preferences. Immediately following the Effective Time, the Company had approximately 5.3 million shares of Company Preferred Stock outstanding. The Company Preferred Stock will trade on the Nasdaq Stock Market under the ticker symbol “DCOMP.”

At the Effective Time, Legacy Dime stock options converted into the right to purchase shares of Company Common Stock adjusted as to the number of shares and the exercise price based on the Exchange Ratio.

Immediately following the Merger, Dime Community Bank, a New York-chartered commercial bank and a wholly-owned subsidiary of Legacy Dime, merged with and into BNB Bank, a New York-chartered commercial bank and wholly-owned subsidiary of the Company, with BNB Bank as the surviving bank, under the name “Dime Community Bank” (the “Bank”).

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.

Item 2.03

Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant

In connection with the Merger, the Company assumed the 4.50% Fixed-to-Floating Rate Subordinated Debentures due 2027 (the “Notes”) of Legacy Dime. The terms of the Notes are set forth in an Indenture dated June 13, 2017, a First Supplemental Indenture, including the form of the Notes, dated June 13, 2017, and a Second Supplemental Indenture dated February 1, 2021, copies of which are included as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.

Item 3.01

Material Modifications of Rights of Security Holders

In connection with the consummation of the Merger, the Company filed a Certificate of Merger with the New York Department of Treasury (the “Certificate of Merger”). As of the Effective Time, the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including to (1) increase the total number of authorized shares of Company Common Stock from 40,000,000 shares to 80,000,000 shares, (2) increase the total number of authorized shares of the Company’s preferred stock, par value $0.01, from 2,000,000 shares to 10,000,000 shares, and (3) fix the power, preferences, and rights of the Company Preferred Stock. A description of the Company Preferred Stock is included in the joint proxy statement/prospectus filed by the Company with the Securities and Exchange Commission on October 21, 2020 (the “Joint Proxy Statement/Prospectus”) in the section entitled “Description of New Bridge Preferred Stock” and is incorporated by reference into this Item 3.01.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Directors

As of the Effective Time, each of Directors Emmanuel Arturi, Charles I. Massoud, Daniel Rubin, Rudolph J. Santoro, Thomas J. Tobin and Christian C. Yegen resigned from the Board of Directors of the Company and the Bank, and Rosemarie Chen, Michael P. Devine, Kenneth J. Mahon, Vincent F. Palagiano, Joseph J. Perry and Kevin Stein (together, the “Legacy Dime Directors”) were appointed as Directors. Accordingly, as of February 1, 2021, the Board of Directors is comprised of Directors Marcia Z. Hefter, Matthew A. Lindenbaum, Albert E. McCoy, Jr., Raymond A. Nielsen, Kevin M. O’Connor, Dennis A. Suskind and the Legacy Dime Directors. As of the Effective Time, Mr. Mahon was appointed Executive Chairman of the Board of Director and Ms. Hefter was appointed independent Lead Director.

Other than the Merger Agreement, there are no arrangements between the Legacy Dime Directors and any other person pursuant to which the Legacy Dime Directors were selected as directors. There are no transactions in which any Legacy Dime Director has an interest requiring disclosure under Item 404(a) of Regulation S-K.

As of February 1, 2021, the Board of Directors committees listed below consisted of the following members:

Audit Committee

Compensation and Human
Resources Committee

Corporate Governance and
Nominating Committee

Kevin Stein

Joseph J. Perry

Dennis A. Suskind

Raymond A. Nielsen

Rosemarie Chen

Michael P. Devine

Albert E. McCoy, Jr.

Matthew A. Lindenbaum

Dennis A. Suskind

Matthew A. Lindenbaum

Kevin Stein

Michael P. Devine

Executive Officers

As previously disclosed, as of the Effective Time and pursuant to the Merger Agreement:

Kevin O’Connor, age 58, the former President and Chief Executive Officer of the Company, will continue as Chief Executive Officer of the Company. Mr. O’Connor served as President and Chief Executive Officer of the Company from 2008, having joined the Company in 2007 as President and Chief Executive Officer Designee. Prior to joining the Company, Mr. O’Connor served as Executive Vice President and Treasurer of North Fork Bancorporation, Inc. from 1997 through 2007.

Stuart Lubow, age 63, became President and Chief Operating Officer of the Company. Mr. Lubow previously served as President of Legacy Dime from 2020, and as Senior Executive Vice President and Chief Banking Officer of Legacy Dime from 2017. Prior to joining Legacy Dime, Mr. Lubow served as Chairman, President and Chief Executive Officer of Community National Bank from 2005 to 2015.

John McCaffery, age 56, became Senior Executive Vice President and Chief Risk Officer of the Company. Mr. McCaffery previously served as Executive Vice President, Chief Financial Officer and Treasurer of the Company from 2016, having joined the Company as Senior Vice President and Treasurer in 2012. Prior to his service at the Company, Mr. McCaffery was the Treasurer of State Bank of Long Island.

Avinash Reddy, age 37, became the Senior Executive Vice President and Chief Financial Officer of the Company. Mr. Reddy previously served as Senior Executive Vice President and Chief Financial Officer of Legacy Dime from 2019, having joined Legacy Dime as Senior Vice President, Head of Corporate Development and Treasurer in 2017. Prior to joining Legacy Dime, Mr. Reddy held several investment banking roles with firms, including Evercore Partners, from 2011 to 2014, Barclays Capital, from 2008 to 2011, and Lehman Brothers, from 2005 to 2008.

There are no transactions in which Messrs. Lubow, McCaffery or Reddy has an interest requiring disclosure under Item 404(a) of Regulation S-K.

As previously disclosed, in connection with the Merger: (i) each of Messrs. O’Connor and McCaffery entered into employment agreements, retention and award agreements and defense of tax position agreements with the Company which became effective at the Effective Time, (ii) Mr. Manseau entered into a retention and award agreement, which became effective at the Effective Time, (iii) Mr. Santacroce entered into an amendment to his employment agreement and a retention and award agreement which became effective at the Effective Time, (iv) Mr. Mahon entered into an executive chairman and separation agreement and a defense of tax position agreement with Legacy Dime which became effective at the Effective Time, and (v) each of Messrs. Lubow, Gunther and Reddy entered into employment agreements, retention and award agreements and defense of tax position agreements with Legacy Dime which became effective at the Effective Time. The agreements with Legacy Dime are assumed by the Company as a result of the Merger. A description of the material terms of each agreement entered into with the Company is set forth under “The Merger-Interests of Bridge’s Directors and Executive Officers in the Merger” and a description of the material terms of each agreement entered into with Legacy Dime is set forth under “Interests of Dime’s Directors and Executive Officers in the Merger” in the Joint Proxy Statement/Prospectus regarding the Merger that was filed by the Company with the SEC and is incorporated herein by reference.

Also on January 26, 2021, in connection with the Merger, the Company and Bank entered into a settlement and release agreement and a non-competition and consulting agreement with Howard Nolan, which became effective at the Effective Time. The agreements provide that Mr. Nolan’s employment will be terminated at the Effective Time, and in lieu of any payments or benefits under Mr. Nolan’s employment agreement, Mr. Nolan will be entitled to a cash severance payment equal to $2,343,264, which will be payable as of the Effective Time, and in exchange for consulting services, the term of which will terminate on June 30, 2021, the Company has agreed to pay Mr. Nolan $50,000 per month, pro-rated as necessary for a partial month. In addition, Mr. Nolan will receive certain federal tax-related benefits based on the value of the one-year non-competition covenant as well as office space and secretarial support during the consulting period. The foregoing description of Mr. Nolan’s settlement and release agreement and non-competition and consulting agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As of the Effective Time, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to “Dime Community Bancshares, Inc.,” increasing the number of shares of authorized capital stock of the Company, and fixing the power, preferences, and rights of the Company Preferred Stock. The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Additionally, as of the Effective Time, the Company’s Bylaws were amended and restated. Pursuant to the Merger Agreement, the Amended and Restated Bylaws effect the following corporate governance arrangements:

Composition of the Board of Directors. Following the Merger, the Board of Directors of the Company and the Bank is comprised of 12 directors, with six directors designated by each of Legacy Dime and the Company prior to the Effective Time (the Company as existing prior to the Effective Time, hereinafter referred to as “Legacy Bridge”). For a period of 36 months following the Effective Time, there will be six “Legacy Bridge Directors,” which are the directors initially designated by Legacy Bridge (two of whom will be Ms. Hefter and Mr. O’Connor), and any additional directors nominated or appointed by the independent Legacy Bridge Directors serving as the Corporate Governance and Nominating Committee (as described below); and six “Legacy Dime Directors,” which are the directors initially designated by Legacy Dime (one of whom is Mr. Mahon ), and any additional directors nominated by the independent Legacy Dime Directors serving as the Corporate Governance and Nominating Committee (as described below).

Annual Election of Directors. The Amended and Restated Bylaws provide for the annual election of directors. Previously, the Company’s Board of Directors was staggered, with approximately one-third of the Board elected by the shareholders each year to serve three-year terms. At the first annual meeting of shareholders of the Company following completion of the Merger, the full Board of Directors will be nominated for election by the shareholders, each to serve a one-year term until the next annual meeting of shareholders.

Replacement of Vacant Directorships and Nominations of Directors. For 36 months following the Effective Time and for purposes of nominating and appointing directors to fill each seat previously held by a Legacy Bridge Director, the Corporate Governance and Nominating Committee will consist of those Legacy Bridge Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the exchange on which the Company Common Stock is listed. For 36 months following the Effective Time and for purposes of nominating and appointing directors to fill each seat previously held by a Legacy Dime Director, the Corporate Governance and Nominating Committee will consist of those Legacy Dime Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the exchange on which the Company Common Stock is listed.

Chair. At the Effective Time, Mr. Mahon became the Executive Chairman of the Board of Directors of the Company and the Bank. In such capacity, Mr. Mahon will (i) confer with the Chief Executive Officer on succession planning and key hiring and firing decisions, (ii) confer with the Chief Executive Officer on reviewing and developing strategic initiatives, including coordinating on strategic initiatives and written plans to bring to the board, (iii) confer with the Chief Executive Officer and senior executives on identifying and evaluating potential merger and acquisition transactions, and (iv) perform such other customary duties as the Board of Directors, upon the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors, may determine from time to time.

Lead Director. At the Effective Time, Ms. Hefter became the independent Lead Director of the Board of Directors of the Company and the Bank. In such capacity, she will chair any meeting of the independent Directors in executive session, and will, among other things, have the power and authority to (i) preside at meetings of the Board of Directors at which the Chair is not present, (ii) work with the Chair and Chief Executive Officer to determine the information and materials provided to members of the Board of Directors, (iii) consult with the Chair on such other matters as are pertinent to the Board of Directors, (iv) call meetings of the independent Directors, (v) serve as a liaison between the Chair and the other independent Directors, and (vi) perform such other customary duties as the Board of Directors, upon the affirmative vote of at least seventy-five percent (75%) of the entire Board of Directors, may determine from time to time.

Committees of the Board of Directors. Through the third anniversary of the completion of the Merger, each of the Compensation and Human Resources Committee, the Audit Committee, and the Corporate Governance and Nominating Committee will consist of at least four members and will be composed of 50% Legacy Bridge Directors and 50% Legacy Dime Directors.

Executive Management. As of the Effective Time, the senior executive officers the Company and the Bank consist of Mr. O’Connor, Mr. Lubow, Mr. McCaffery, and Mr. Reddy. Under the Amended and Restated Bylaws, the affirmative vote of 75% of the Board of Directors will be required to remove any of those individuals from serving in the aforementioned capacities, terminate them without cause, modify their duties or amend their employment or other agreements. Those restrictions will exist until the third anniversary of the completion of the Merger.

The foregoing descriptions of the amendments to the Company’s Articles of Incorporation and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of paragraph 6 of the Certificate of Merger, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K, and the full text of the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K, each of which is incorporated by reference into this Item 5.03.

Item 8.01

Other Events

As noted above, in connection with the Merger, the Company changed its name from Bridge Bancorp, Inc.” to “Dime Community Bancshares, Inc.” The Company’s Common Stock will continue to trade on NASDAQ, but its ticker symbol changed from “BDGE” to “DCOM” effective February 1, 2021. The Company’s common stock certificates that were outstanding immediately before the Effective Time of the Merger are not affected by the name change; they continue to be valid and do not need to be exchanged.

On February 1, 2021, the Company issued a press release announcing the completion of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(a)

Financial statements of businesses acquired.

The information required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.

(b)

Pro forma financial information.

The information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.

(c)	Shell company transactions. None.

(d)	Exhibits.

	2.1	Agreement and Plan of Merger, dated July 1, 2020, by and between Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Bridge Bancorp, Inc.’s Current Report on Form 8-K, as filed on July 2, 2020 (File No. 001-34096))

	3.1	Certificate of Merger, dated February 1, 2020 (including amendments to the Certificate of Incorporation of Dime Community Bancshares, Inc.)

	3.2	Amended and Restated Bylaws of Dime Community Bancshares, Inc.

	4.1	Indenture, dated as of June 13, 2017, by and between Dime Community Bancshares, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Dime Community Bancshares, Inc.’s Current Report on Form 8-K, as filed on June 13, 2017 (File No. 000-27782))

	4.2	First Supplemental Indenture, dated as of June 13, 2017, by and between Dime Community Bancshares, Inc., as Issuer, and Wilmington Trust, National Association, as Trustee, including the form of the 4.50% fixed-to-floating rate subordinated debentures due 2027 attached as Exhibit A thereto (incorporated by reference to Exhibit 4.2 to Dime Community Bancshares, Inc.’s Current Report on Form 8-K, as filed on June 13, 2017 (File No. 000-27782))

	4.3	Second Supplemental Indenture, dated as of February 1, 2021, by and between Dime Community Bancshares, Inc. and Wilmington Trust, National Association, as Trustee

	10.1	Settlement and Release Agreement with Howard Nolan

	10.2	Non-Competition and Consulting Agreement with Howard Nolan

	99.1	Press Release dated February 1, 2021

	104.1	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		DIME COMMUNITY BANCSHARES, INC.


DATE: February 1, 2021	By:	/s/ Kevin M. O’Connor
		Kevin M. O’Connor
		Chief Executive Officer

Exhibit 3.1

Certificate of Merger

Dime Community Bancshares, Inc.

(a Delaware corporation)

INTO

BRIDGE BANCORP, Inc.

(Under Section 904 of the Business Corporation Law)

Pursuant to Section 904 of the Business Corporation Law of New York (the “BCL”), each of the undersigned hereby certifies on behalf of the constituent corporations named herein, as follows:

1. The name of each constituent corporation is as follows:

	(a)	Dime Community Bancshares, Inc., a Delaware corporation; and

	(b)	Bridge Bancorp, Inc., a New York corporation.

2. The surviving corporation is Bridge Bancorp, Inc., a New York corporation, which will continue its existence under the name “Dime Community Bancshares, Inc.”

3. The designation, number and entitlement to vote of each outstanding class and series of shares for each of the constituent corporations is as follows:

Dime Community Bancshares, Inc.

Designation of each outstanding class and series of shares	Number of outstanding shares of each class and series	Class and series of shares entitled to vote	Classes and series of shares entitled to vote as a class
Common Stock	32,766,951 shares of Common Stock	Common Stock	Common Stock
Series A Preferred Stock	5,299,200 shares of Preferred Stock	Series A Preferred Stock	Series A Preferred Stock

Bridge Bancorp, Inc.

Designation of each outstanding class and series of shares	Number of outstanding shares of each class and series	Class and series of shares entitled to vote	Classes and series of shares entitled to vote as a class
Common Stock	19,743,710 shares of Common Stock	Common Stock	Common Stock

4. The date when the certificate of incorporation of Dime Community Bancshares, Inc. was filed by the Secretary of State of Delaware is December 12, 1995. The date when the application for authority of Dime Community Bancshares, Inc. was filed by the Department of State of New York is January 29, 1996. The date when the certificate of incorporation of Bridge Bancorp, Inc. was filed by the Department of State of New York is September 13, 1988.

5. The merger was authorized with respect to Dime Community Bancshares, Inc. in the following manner: An agreement of merger was adopted by the board of directors of Dime Community Bancshares, Inc. at a meeting on July 1, 2020, by the unanimous vote of the board of directors. The board submitted the agreement of merger to a vote of shareholders. The agreement was adopted at a meeting of the shareholders held on December 3, 2020 by the vote of the holders of a majority of the outstanding shares of Dime Community Bancshares, Inc. common stock.

The merger was authorized with respect to Bridge Bancorp, Inc. in the following manner: An agreement of merger was adopted by the board of directors of Bridge Bancorp, Inc. at a meeting on July 1, 2020, by the unanimous vote of the board of directors. The board submitted the agreement of merger to a vote of shareholders. The agreement was adopted at a meeting of the shareholders held on December 3, 2020 by the vote of the holders of two-thirds of the outstanding shares of Bridge Bancorp, Inc. common stock.

6. The certificate of incorporation of Bridge Bancorp, Inc., as the surviving corporation in the merger, is hereby amended as follows:

(a) Paragraph 1 of the certificate of incorporation of the surviving corporation, stating the name of the surviving corporation, is amended in its entirety to read:

“1. Name. The name of the corporation is “Dime Community Bancshares, Inc.” (hereinafter referred to as the ‘Corporation’). The name under which the Corporation was initially formed was “Bridge Bancorp, Inc.””

(b) Paragraph 2 of the certificate of incorporation of the surviving corporation, setting forth the purposes of the surviving corporation, is amended in its entirety to read:

“2. Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the New York Business Corporation Law.”

(c) Paragraph 4 of the certificate of incorporation of the surviving corporation, describing the authorized capital stock of the surviving corporation, is amended to (i) increase the authorized number of shares of common stock from 40,000,000 shares of common stock, par value $0.01, of which 19,743,710 shares are outstanding, to 80,000,000 shares of common stock, par value $0.01; (ii) increase the authorized number of shares of preferred stock from 2,000,000 shares, par value $0.01, none of which are outstanding, to 10,000,000 shares of preferred stock, par value $0.01; (iii) to move the current Paragraph 7, entitled “Preemptive Rights,” in its entirety, without change, to Section 4.2 of the certificate of incorporation of the surviving corporation; and (iv) to designate 5,299,200 shares of preferred stock of the surviving corporation as 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, and to fix the power, preferences, and rights of the 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A. To effect the foregoing, Paragraph 4 of the certificate of incorporation of the surviving corporation is amended in its entirety to read:

“4. Capital Stock.

4.1. Number of Shares. (a) The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 90,000,000 shares, of which 80,000,000 shares shall be shares of common stock, par value $0.01, and 10,000,000 shares shall be shares of preferred stock, par value $0.01.

(b) The Board of Directors of the Corporation is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of preferred stock in one or more series, and by filing a certificate of amendment to the Certificate of Incorporation pursuant to the applicable law of the State of New York (such certificate being hereinafter referred to as a “preferred stock designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the shares of 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.

4.2. Preemptive Rights. No holder of shares of any class or of any series of any class of the Corporation shall have any preemptive right to subscribe for, purchase or receive any shares of the Corporation, whether now or hereafter authorized, or any obligations or other securities convertible into or carrying options to purchase any such shares of the Corporation, or any options or rights to purchase any such shares or securities, issued or sold by the Corporation for cash or any other form of consideration, and any such shares, securities or rights may be issued or disposed of by the Board of Directors to such persons and on such terms as the Board in its discretion shall deem advisable.

4.3. 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A. A series of preferred stock of the Corporation is hereby created, and the designation of such series, the number of shares to comprise such series, the dividend rate or rates payable with respect to the shares of such series, the redemption price, the voting rights, and any other relative rights, preferences and limitations pertaining to such series, are as follows:

4.3.1. Designation and Amount. The series of preferred stock, par value $0.01 per share, shall be designated as the “5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A” (the “Series A Preferred Stock”). The Series A Preferred Stock shall be perpetual, subject to the provisions of Section 4.3.6 hereof, and the authorized number of shares of the Series A Preferred Stock shall be 5,299,200 shares. The number of shares of Series A Preferred Stock may be increased from time to time pursuant to the provisions of Section 4.3.7 hereof and any such additional shares of Series A Preferred Stock shall form a single series with the Series A Preferred Stock. Each share of Series A Preferred Stock shall have the same designations, powers, preferences and rights as every other share of Series A Preferred Stock.

4.3.2. Dividends.

(a) Holders of the Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of assets legally available for the payment of dividends under New York law, non-cumulative cash dividends based on the liquidation preference of the Series A Preferred Stock at a rate equal to 5.50% per annum for each Dividend Period (as defined below) from November 15, 2020 (the “Initial Dividend Accrual Date”), beginning on February 15, 2021. If the Corporation issues additional shares of Series A Preferred Stock after the Initial Dividend Accrual Date, dividends on such additional shares of Series A Preferred Stock may accumulate from and including the Initial Dividend Accrual Date, the then most recent Dividend Payment Date or any other date the Corporation specifies at the time such additional shares of Series A Preferred Stock are issued. A “Dividend Period” means the period from, and including, a Dividend Payment Date (as defined below) to, but excluding, the next Dividend Payment Date, except that the initial Dividend Period shall commence on and include the Initial Dividend Accrual Date.

(b) If declared by the Board of Directors or a duly authorized committee of the Board of Directors, the Corporation shall pay dividends on the Series A Preferred Stock quarterly in arrears, on February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2021 (each such day on which dividends are payable, a “Dividend Payment Date”). In the event that any Dividend Payment Date falls on a day that is not a Business Day (as defined below), then the dividend payment due on that date shall be due on the next day that is a Business Day and no additional dividends shall accrue as a result of that postponement. A “Business Day” means any day, other than a Saturday or a Sunday, that is not a day on which banking institutions in the State of New York, are generally authorized or required by law or governmental action to close.

(c) Dividends shall be payable to holders of record of shares of the Series A Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, not exceeding 30 days before the applicable Dividend Payment Date, as shall be fixed by the Board of Directors or a duly authorized committee of the Board of Directors.

(d) Dividends payable on shares of the Series A Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation shall be rounded to the nearest cent, with one-half cent being rounded upward. If the Corporation redeems the Series A Preferred Stock pursuant to Section 4.3.6, dividends on shares of the Series A Preferred Stock shall cease to accrue on the redemption date, if any, unless the Corporation defaults in the payment of the redemption price of the Series A Preferred Stock called for redemption. No interest shall be payable in respect of any dividend payment on shares of Series A Preferred Stock that may be in arrears.

(e) Dividends on shares of the Series A Preferred Stock shall not be cumulative. If for any reason the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series A Preferred Stock in respect of a Dividend Period, then no dividend shall be deemed to have accrued for such Dividend Period or be payable on the applicable Dividend Payment Date, and the Corporation shall have no obligation to pay any dividend for that Dividend Period, whether or not the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend on the Series A Preferred Stock for any subsequent Dividend Period with respect to the Series A Preferred Stock or for any future dividend period with respect to any other series of preferred stock of the Corporation or common stock, par value $0.01 per share, of the Corporation (the “Common Stock”).

(f) So long as any share of the Series A Preferred Stock remains outstanding, unless full dividends on all outstanding shares of the Series A Preferred Stock in respect of the most recently completed Dividend Period have been declared and paid in full or a sum sufficient for the payment thereof set aside for such payment:

(i)

no dividend shall be declared or paid or a sum sufficient for the payment thereof set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Securities (as defined below) (other than (1) a dividend payable solely in Junior Securities or (2) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption or repurchase of any rights under any such plan);

(ii)

no shares of Junior Securities shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (1) as a result of a reclassification of Junior Securities for or into other Junior Securities, (2) the exchange or conversion of one share of Junior Securities for or into another share of Junior Securities, (3) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities, (4) purchases, redemptions or other acquisitions of shares of the Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (5) purchases of shares of Junior Securities pursuant to a contractually binding requirement to buy Junior Securities existing prior to such most recently completed Dividend Period, including under a contractually binding stock repurchase plan, or (6) the purchase of fractional interests in shares of Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged), nor shall any monies be paid or made available for a sinking fund for the redemption of any such security by the Corporation; and

(iii)

no shares of Parity Securities (as defined below) shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (1) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Parity Securities, if any, (2) as a result of a reclassification of Parity Securities for or into other Parity Securities, (3) the exchange or conversion of Parity Securities for or into other Parity Securities or Junior Securities, (4) through the use of the proceeds of a substantially contemporaneous sale of other shares of Parity Securities, (5) purchases, redemption or other acquisitions of shares of Parity Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, or pursuant to a contractually binding requirement to buy Parity Securities existing prior to such most recently completed Dividend Period, including under a contractually binding stock repurchase plan, or (6) the purchase of fractional interests in shares of Parity Securities pursuant to the conversion or exchange provisions of such Parity Securities or the security being converted or exchanged) nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation.

(g) No dividends shall be declared or paid or funds set apart for the payment of dividends on any Parity Securities, if any, for any period unless dividends on the shares of Series A Preferred Stock have been contemporaneously declared and paid in full or a sum sufficient for the payment thereof set aside for such payment for all declared and unpaid dividends (without accumulation of any undeclared dividends) for all Dividend Periods. When dividends are not paid in full upon the shares of Series A Preferred Stock and any other Parity Securities, if any, all dividends declared and paid upon the shares of the Series A Preferred Stock and any other Parity Securities, if any, shall be declared on a proportional basis so that the amount of dividends declared per share shall bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series A Preferred Stock, and accrued dividends, including any accumulations, if any, on such Parity Securities, if any, bear to each other. No Interest shall be payable in respect of any dividend payment on the Series A Preferred Stock that may be in arrears.

(h) Subject to the conditions in this Section 4.3.2, and not otherwise, dividends (payable in cash, capital stock, or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on Junior Securities or Parity Securities, if any, from time to time out of any assets legally available for such payment, and the holders of the Series A Preferred Stock shall not be entitled to participate in those dividends.

(i) Dividends on the Series A Preferred Stock shall not be declared, paid or funds set apart for the payment thereof to the extent such act would cause the Corporation to fail to comply with any applicable laws and regulations, including applicable capital adequacy rules of any appropriate federal banking regulator or agency.

4.3.3. Liquidation Preference.

(a) Upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of the Series A Preferred Stock shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders a liquidating distribution of $25.00 per share, plus an amount equal to the sum of any declared and unpaid dividends, without accumulation of any undeclared dividends, for Dividend Periods prior to the Dividend Period in which the liquidation distribution is made and any declared and unpaid dividends for the then current Dividend Period in which the liquidation distribution is made to the date of such liquidation distribution, before any payment or distribution of assets to the holders of the Common Stock or any other class or series of Junior Securities. Holders of the Series A Preferred Stock shall not be entitled to any other amounts from the Corporation and shall have no right or claim to any of the remaining assets of the Corporation after such holders have received their full liquidating distribution as provided for in this Section 4.3.3.

(b) In any such distribution, if the assets of the Corporation are not sufficient to pay the liquidation preference plus declared and unpaid dividends in full to all holders of the Series A Preferred Stock and the liquidation amounts owed to all holders of Parity Securities, if any, the amounts paid to the holders of the Series A Preferred Stock and the holders of Parity Securities, if any, shall be paid pro rata in accordance with the respective aggregate liquidating distributions owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of the Series A Preferred Stock and the liquidation amounts owed to all holders of Parity Securities, if any, have been paid in full to all such holders, the holders of Junior Securities shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

(c) For purposes of this Section 4.3.3, the merger or consolidation by the Corporation with or into any other entity or by another entity with or into the Corporation, including a merger or consolidation in which the holders of the Series A Preferred Stock receive cash, securities or property for their shares, or the sale, lease, exchange or other transfer of all or substantially all of the assets or business of the Corporation for cash, securities or other consideration, shall not constitute a liquidation, dissolution or winding up of the Corporation. If the Corporation enters into any merger or consolidation transaction with or into any other entity and the Corporation is not the surviving entity in such transaction, the Series A Preferred Stock may be converted into shares of the surviving or successor corporation or the direct or indirect parent of the surviving or successor corporation having terms that are substantially similar to the terms of the Series A Preferred Stock set forth herein.

4.3.4. Preemption and Conversion. The holders of the Series A Preferred Stock shall not have any preemptive rights with respect to any shares of the Corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock. The holders of the Series A Preferred Stock shall not have any rights to convert such shares into shares of any other class or series of securities of, or any interest or property in, the Corporation.

4.3.5. Voting Rights.

(a) The holders of the Series A Preferred Stock shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of shares of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of the Common Stock, except as provided in this Section 4.3.5 or as otherwise specifically required by law.

(b) So long as any shares of Series A Preferred Stock remain outstanding, the affirmative vote or consent of the holders of at least two-thirds in voting power of all outstanding shares of the Series A Preferred Stock and any Voting Parity Stock, voting together as a single class of the Corporation’s capital stock, shall be required to authorize or increase the authorized amount of, or issue or create shares of, any class or series of Senior Securities, or reclassify any authorized capital stock into any such shares of Senior Securities, or issue any obligation or security convertible into or evidencing the right to purchase any such shares of Senior Securities.

(c) So long as any shares of the Series A Preferred Stock remain outstanding, the affirmative vote or consent of the holders of at least two-thirds in voting power of all outstanding shares of the Series A Preferred Stock, voting together as a separate class of the Corporation’s capital stock, shall be required to:

(i)

amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation, including by merger, consolidation or otherwise, so as to adversely affect the powers,preferences, privileges or rights of the Series A Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series A Preferred Stock or authorized Common Stock or authorized preferred stock or the creation and issuance, or an increase or decrease in the authorized or issued amount, of other series of capital stock ranking equally with or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) or the distribution of assets upon liquidation, dissolution or winding up of the Corporation, shall not be deemed to adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock; or

(ii)

consummate a binding share-exchange or reclassification involving the Series A Preferred Stock, or a merger or consolidation of the Corporation with or into another entity unless (i) the shares of the Series A Preferred Stock remain outstanding or are converted into or exchanged for preference securities of the new surviving entity and (ii) the shares of the remaining Series A Preferred Stock or new preferred securities have terms that are substantially similar to the terms of the Series A Preferred Stock.

(d) If the Corporation fails to pay, or declare and set apart for payment, dividends on outstanding shares of the Series A Preferred Stock for six or more quarterly Dividend Periods, whether or not consecutive, the number of directors on the Board of Directors shall be increased by two until continuous noncumulative dividends for at least one year on all outstanding shares of Series A Preferred Stock entitled thereto shall have been paid, or declared and set apart for payment, in full, the holders of Series A Preferred Stock shall have the right, voting as a class together with holders of any other equally ranked series of preferred stock as to payment of dividends and that have similar voting rights, if any (such stock, “Voting Parity Stock”), to vote for the election of such two additional members of the Board of Directors (such additional directors, the “Preferred Directors”), at a special meeting called at the request of the holders of record of at least 20% of the aggregate voting power of the Series A Preferred Stock or any other series of Parity Securities (unless such request is received less than 90 days before the date fixed for the Corporation’s next annual or special meeting of the stockholders, or if no such request is made, in either event such election shall be held at such next annual or special meeting of the stockholders), to hold office for a term of one year; provided that the Board of Directors shall at no time include more than two Preferred Directors. Upon such payment, or such declaration and setting apart for payment, in full, the terms of the Preferred Directors shall forthwith terminate, and the number of directors shall be reduced by two, and such voting right of the holders of the Series A Preferred Stock shall cease, subject to increase in the number of directors as described in this clause (d) and to revesting of such voting right in the event of each and every additional failure in the payment of dividends for six quarterly Dividend Periods, whether or not consecutive, as described in this clause (d).

(e) Any Preferred Director may be removed and replaced at any time, with cause as provided by law or without cause by the affirmative vote of the holders of the Series A Preferred Stock voting together as a class with the holders of Voting Parity Stock, to the extent the voting rights of such holders described in clause (d) above are then exercisable. Any vacancy created by removal with or without cause may be filled only as described in the preceding sentence. If the office of any Preferred Director becomes vacant for any reason other than removal, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. In addition, if and when the rights of holders of Series A Preferred Stock terminate for any reason, including under circumstances described in Section 4.3.6, such voting rights shall terminate along with the other rights (except, if applicable, the right to receive the redemption price plus any declared and unpaid dividends as provided for in Section 4.3.6), and the terms of any Preferred Directors shall terminate automatically and the number of directors reduced by two, assuming that the rights of holders of Voting Parity Stock have similarly terminated.

(f) In exercising the voting rights set forth in this Section 4.3.5 or when otherwise granted voting rights by operation of law or by the Corporation, each share of the Series A Preferred Stock shall be entitled to one vote.

(g) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required or upon which the holders of the Series A Preferred Stock shall be entitled to vote shall be effected, all outstanding shares of the Series A Preferred Stock shall have been redeemed or shall have been called for redemption by the giving of notice thereof pursuant to Section 4.3.6(c) below and sufficient funds shall have been irrevocably deposited in trust to effect such redemption.

(h) Notice for a special meeting to elect the Preferred Directors shall be given in a similar manner to that provided in the Corporation’s bylaws for a special meeting of the stockholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any requesting holder of Series A Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 4.3.5(h), and for that purpose shall have access to the stock register of the Corporation.

4.3.6. Redemption.

(a) The Series A Preferred Stock shall not be subject to any mandatory redemption, sinking fund or other similar provisions. The holders of the Series A Preferred Stock shall not have the right to require the redemption or repurchase of the Series A Preferred Stock.

(b) The Corporation, at the option of the Board of Directors or any duly authorized committee of the Board of Directors, may redeem out of assets lawfully available therefor the Series A Preferred Stock, in whole or in part, from time to time, on or after June 15, 2025, subject to the approvals required by Section 4.3.6(g), at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends for prior Dividend Periods and any accrued but unpaid (whether or not declared) dividends for the then-current Dividend Period to, but excluding, the redemption date.

(c) At any time within 90 days after a Regulatory Capital Treatment Event (as defined below), the Corporation, at the option of the Board of Directors or any duly authorized committee of the Board of Directors, may provide notice of its intent to redeem the Series A Preferred Stock in accordance with the procedures described below, and the Corporation may subsequently redeem, out of assets lawfully available therefor, the Series A Preferred Stock in whole, but not in part, subject to the approvals required by Section 4.3.6(g), at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends for prior Dividend Periods and any accrued but unpaid (whether or not declared) dividends for the then-current Dividend Period to but excluding the redemption date.

“Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of any:

(i)

amendment to, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series A Preferred Stock;

(ii)

proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series A Preferred Stock; or

(iii)

final official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is made, adopted, approved or becomes effective after the initial issuance of any share of the Series A Preferred Stock,

there is more than an insubstantial risk that the Corporation shall not be entitled to treat an amount equal to the aggregate liquidation preference of the shares of Series A Preferred Stock then outstanding as “additional Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy rules or regulations of Federal Reserve Regulation Y (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking regulator or agency), as then in effect and applicable, for as long as any share of the Series A Preferred Stock is outstanding.

(d) If shares of the Series A Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of the Series A Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the shares of Series A Preferred Stock are held in book-entry form through The Depository Trust Company (“DTC”), the Corporation may give such notice in any manner permitted by DTC). Any notice so mailed as provided in this Section 4.3.6(d) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice and any defect in such notice or in the mailing thereof, to any holder of shares of the Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A Preferred Stock. Each notice of redemption shall state (i) the redemption date; (ii) the number of shares of the Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of the Series A Preferred Stock to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where the certificates, if any, evidencing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed shall cease to accrue on the redemption date.

(e) If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been irrevocably set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors, which bank or trust company may be an affiliate of the Corporation (the “Depositary Company”), in trust for the pro rata benefit of the holders of the shares called for redemption, then, on and after the redemption date, dividends shall cease to accrue on shares of the Series A Preferred Stock, and such shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares shall terminate, including rights described under Section 4.3.5, except the right to receive the redemption price equal to $25.00 per share plus any declared and unpaid dividends for prior Dividend Periods and any declared and unpaid (whether or not declared) dividends for the Dividend Period to, but excluding, the redemption date, without interest.

(f) In the case of any redemption of only part of the shares of the Series A Preferred Stock at the time outstanding, the shares of the Series A Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of the Series A Preferred Stock in proportion to the number of Series A Preferred Stock held by such holders, by lot or in such other manner as the Corporation may determine to be fair and equitable and permitted by the rules of any stock exchange on which the Series A Preferred Stock is issued, subject to the provisions hereof. Subject to the provisions of this Section 4.3.6, the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of the Series A Preferred Stock shall be redeemed from time to time.

(g) Any redemption of the Series A Preferred Stock is subject to the Corporation’s receipt of any required prior approval by the Board of Governors of the Federal Reserve System or any other appropriate federal regulatory agency and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Board of Governors of the Federal Reserve System or other applicable guidelines of any other appropriate federal regulatory agency applicable to redemption of the Series A Preferred Stock.

(h) Shares of the Series A Preferred Stock that have been reacquired in any manner by the Corporation, including shares purchased, otherwise acquired for value or redeemed pursuant to this Section 4.3.6, shall (upon compliance with any applicable provisions of the laws of the State of New York) after such acquisition be retired and have the status of authorized and unissued shares of the class of preferred stock undesignated as to series and may be redesignated and reissued by the Corporation as part of any series of preferred stock other than as Series A Preferred Stock.

4.3.7. Amendment of Resolution. The Board of Directors reserves the right from time to time to increase (but not in excess of the total number of authorized shares of preferred stock) or decrease (but not below the number of shares of Series A Preferred Stock then outstanding) the number of shares that constitute the Series A Preferred Stock by further resolution adopted by the Board of Directors or a duly authorized committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the New York Business Corporation Law stating that such increase or decrease, as the case may be, has been so authorized and in other respects to amend this Amended and Restated Certificate of Incorporation within the limitations provided by law. The Corporation may from time to time, without notice to or the consent of holders of the Series A Preferred Stock, issue additional shares of Series A Preferred Stock, provided that if the additional shares are not fungible for U.S. federal income tax purposes with the initial shares of such series, the additional shares shall be issued under a separate CUSIP number. The additional shares would form a single series together with all previously issued shares of Series A Preferred Stock.

4.3.8. Rank. The shares of Series A Preferred Stock shall rank:

(a) senior, either as to dividends or upon liquidation, dissolution or winding up of the Corporation, or both, to the Common Stock and to any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks junior to the Series A Preferred Stock as to dividends or upon liquidation, dissolution or winding up, as the case may be (as used herein, the term “Junior Securities” refers to the Common Stock and any other class or series of capital stock over which the Series A Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require);

(b) on parity, either as to dividends or upon liquidation, dissolution or winding up of the Corporation, or both, with any class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks either junior or senior to the Series A Preferred Stock as to dividends or upon liquidation, dissolution or winding up, as the case may be (as used herein, the term “Parity Securities” refers to any class or series of capital stock that ranks on a parity with the shares of Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require); and

(c) junior, either as to dividends or upon liquidation, dissolution or winding up of the Corporation, or both, as to any class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks senior to the Series A Preferred Stock as to dividends or upon liquidation, dissolution or winding up, as the case may be (as used herein, the term “Senior Securities” refers to any class or series of capital stock that ranks senior to the Series A Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require and junior to all existing and future indebtedness and other liabilities of the corporation).

4.3.9. Certificates. The Corporation may at its option issue shares of Series A Preferred Stock without certificates.

4.3.10. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the Series A Preferred Stock may deem and treat the record holder of any share of Series A Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

4.3.11. Notices. All notices or communications in respect of the Series A Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted herein, in this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or by applicable law. Notwithstanding the foregoing, if shares of Series A Preferred Stock are issued in book-entry form through DTC, such notices may be given to the beneficial owners of the Series A Preferred Stock in any manner permitted by DTC.

4.3.12. Other Rights. The shares of Series A Preferred Stock shall not have any powers, preferences, privileges or rights other than as expressly set forth herein or as provided by applicable law.”

(d) Paragraph 5 of the certificate of incorporation of the surviving corporation, designating the Secretary of State as the agent of the surviving corporation upon whom process in any action or proceeding may be served, and setting forth the address to which the Secretary of State shall mail a copy of any such process served, is amended in its entirety to read:

“5. Designation of Secretary of State; Mailing Address. The Secretary of State is designated as the agent of the Corporation upon whom process in any action or proceeding against the Corporation may be served, and the address to which the Secretary of State shall mail a copy of any process in action or proceeding against the Corporation which may be served upon the Secretary of State is 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY 11788, Attention: Corporate Secretary.”

(e) Paragraph 7, entitled “Preemptive Rights,” is moved in its entirety, without change, to Section 4.2 of the certificate of incorporation of the surviving corporation, as set forth above.

(f) Paragraph 8, entitled “Indebtedness,” is removed in its entirety.

(g) The numbering of each paragraph in the certificate of incorporation of the surviving corporation is updated to reflect the changes described above.

(h) The numbered paragraphs of the certificate of incorporation of the surviving corporation are referred to throughout the certificate of incorporation as “Sections” rather than “Articles.”

The amendments to the certificate of incorporation were adopted by the board of directors of Bridge Bancorp, Inc. at a meeting on July 1, 2020, by the unanimous vote of the board of directors. The board submitted the amendments to the certificate of incorporation to a vote of shareholders. The amendments to the certificate of incorporation were adopted at a meeting of the shareholders held on December 3, 2020 by the vote of the holders of a majority of the outstanding shares of Bridge Bancorp, Inc. common stock.

7. The effective date of the merger shall be February 1, 2021.

IN WITNESS WHEREOF, we have signed this certificate on the 27th day of January, 2021.

Bridge Bancorp, Inc.

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

Dime Community Bancshares, Inc.

By:	/s/ Kenneth J. Mahon
	Name: Kenneth J. Mahon
	Title: Chief Executive Officer

CERTIFICATE OF MERGER

Dime Community Bancshares, Inc.

(a Delaware corporation)

INTO

BRIDGE BANCORP, Inc.

(Under Section 904 of the Business Corporation Law)

Filed by:

Jeffrey Cass

(Name)

5335 Wisconsin Ave, NW, Suite 780

(Mailing address)

Washington, DC 20015

(City, State and Zip code)

Exhibit 3.2

BYLAWS

DIME COMMUNITY BANCSHARES, INC.

These Bylaws are supplemental to the New York Business Corporation Law and other applicable provisions of law, as the same shall from time to time be in effect.

ARTICLE I - MEETINGS OF SHAREHOLDERS

Section 101 - Place of Meetings

All meetings of the shareholders shall be held at such place or places, within or without the State of New York, as shall be determined by the Board of Directors from time to time.

Section 102 - Annual Meetings

The annual meeting of the shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at such date or hour as may be fixed by the Board of Directors. Any business which is a proper subject for shareholder action may be transacted at the annual meeting, irrespective of whether the notice of said meeting contains any reference thereto, except as otherwise provided by applicable law.

Section 103 - Special Meeting

Special meetings of the shareholders may be called at any time by the Board of Directors.

Section 104 - Conduct of Shareholders’ Meetings.

The President of the Corporation shall preside at all shareholders’ meetings. In the absence of the President, the Chairperson shall preside or, in his/her absence, any officer designated by the Board of Directors. The officer presiding over the shareholders’ meeting may establish such rules and regulations for the conduct of the meeting as he/she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting. Unless the officer presiding over the shareholders’ meeting otherwise requires, shareholders need not vote by ballot on any question.

Section 105 - Nomination by Shareholders and New Business Proposals.

(a) Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Corporation’s notice with respect to such meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this section.

(b) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the foregoing paragraph, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation (the “Notice”), (2) such business must be a proper matter for stockholder action under the New York Business Corporation Law, (3) the Notice must include the information required hereunder. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 90 days prior to the date of the Corporation’s proxy materials for the preceding year’s annual meeting of shareholders (“Proxy Statement Date”); provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the 10^th day following the day on which public announcement of the date of such meeting is first made. A stockholder’s Notice must include the following information

A statement that the writer is a stockholder and is proposing a candidate for consideration by the Board or is proposing business for the consideration by the shareholders of the Corporation;

The name and address of the stockholder as they appear on the Corporation’s books, and number of shares of the Corporation’s common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);

As to a nomination for election to the Board, the name, address and contact information for the candidate, and the number of shares of common stock of the Corporation that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);

As to a nomination to the Board, a statement of the candidate’s business and educational experience, detailed information about any relationship or understanding between the proposing stockholder and the candidate, and a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected;

As to any business that the stockholder proposes to bring before the meeting, a brief description of such business

Such other information regarding the candidate or the business proposed as would be required to be included in the proxy statement pursuant to SEC Regulation 14A, including as to a proposal for business to be considered, any material interest that the stockholder has with respect to the business being proposed;

A statement detailing any relationship between the proposing stockholder, any candidate for election to the Board, and any customer, supplier or competitor of Dime Community Bancshares and its affiliates;

A statement as to whether either such stockholder intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

(c) Only persons nominated in accordance with the procedures set forth in this Section 10 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this section. The chairman of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

(d) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones New Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(e) Notwithstanding the foregoing provisions of this Section 105, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 105. Nothing in this Section 1 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE II - DIRECTORS AND BOARD MEETINGS

Section 201 - Management by Board of Directors

The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 202 - Directors Must be Shareholders

Every director must be a shareholder of the Corporation and shall own in his/her own right the number of shares (if any) required by law in order to qualify as such director. Any director shall forthwith cease to be a director when he/she no longer holds such shares, which fact shall be reported to the Board of Directors by the Secretary, whereupon the Board of Directors shall declare the seat of such directors vacated.

Section 203 - [Intentionally Omitted]

Section 204 - Number of Directors

The Board of Directors shall consist of not less than five (5) nor more than twenty-five (25) persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors.

Section 205 – Election, Resignation and Removal

Directors shall be elected at each annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his or her resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation. A director or all of the directors on the Board of Directors may be removed, with cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors.

Section 206 - Vacancies

Subject to Article VIII, vacancies in the Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise shall be filled by the affirmative vote of a majority of the remaining directors (even if less than a quorum of the Entire Board of Directors), unless filled by proper action of the shareholders of the Corporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders.

Section 207 - Compensation of Directors

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees, including any combination of a retainer payment(s) and meeting fees, and other compensation for their services as Directors, including, without limitation, their services as members of committees of the Board of Directors. Directors may also receive stock benefits under any stock benefit plan approved by the shareholders of the Corporation. The Corporation may reimburse directors for expenses related to their duties as a member of the Board.

Section 208 - Organization Meeting

The President or Secretary, upon receiving the certificate of the judges, of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet for the purpose of organizing the new Board and electing and appointing officers of the Corporation for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereof. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 209 - Regular Meetings

Regular meetings of the Board of Directors shall be held on such day, at such hour, and at such place, consistent with applicable law, as the Board shall from time to time designate or as may be designated in any notice from the Secretary calling the meeting. Notice need not be given of regular meetings of the Board of Directors which are held at the time and place designated by the Board of Directors.

If a regular meeting is not to be held at the time and place designated by the Board of Directors, notice of such meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board at least twenty-four (24) hours before the time of the meeting.

A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. If at the time fixed for the meeting, including the meeting to organize the new Board following the annual meeting of shareholders, a quorum is not present, the directors in attendance may adjourn the meeting from time to time until a quorum is obtained.

Except as otherwise provided herein, a majority of those directors present and voting at any meeting of the Board of Directors, shall decide each matter considered. A director cannot vote by proxy, or otherwise act by proxy at a meeting of the Board of Directors.

Section 210 - Special Meetings

Special meetings of the Board of Directors may be called by the President, the Executive Vice President, or at the request of three or more members of the Board of Directors. A special meeting of the Board of Directors shall be deemed to be any meeting other than the regular meeting of the Board of Directors. Notice of the time and place of every special meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board at least twenty (24) hours before the time of such meeting excepting the Organization Meeting following the election of directors.

Section 211 - Reports and Records

The reports of officers and Committees and the records of the proceedings of all Committees shall be filed with the Secretary of the Corporation and presented to the Board of Directors, if practicable, at its next regular meeting. The Board of Directors shall keep complete records of its proceedings in a minute book kept for that purpose. When a director shall request it, the vote of each director upon a particular question shall be recorded in the minutes.

ARTICLE III - COMMITTEES

Section 301 - Committees

The Board of Directors, by a vote of a majority of the Board, may from time to time designate such committees, including without limitation an executive committee, of the Board of Directors as it deems necessary or appropriate for the conduct of the affairs of the Corporation. The Board of Directors may confer on such committees such powers and duties as it deems appropriate, unless proscribed by law. The committees shall serve at the pleasure of the Board.

Section 302 - Appointment of Committee Members

The Board of Directors shall elect the members of the Committees and the Chairperson and Vice Chairperson of each such Committee to serve until the next annual meeting of shareholders.

Section 303 - Organization and Proceedings

Each Committee of the Board of Directors may effect its own organization by the appointment of a Secretary and such other officers, except the Chairperson and Vice Chairperson, as it may deem necessary. A record of proceedings of all Committees shall be kept by the Secretary of such

Committee and filed and presented as provided in Section 211 of these Bylaws.

ARTICLE IV - OFFICERS

Section 401 - Officers

The officers of the Corporation shall be a Chairperson of the Board, a Vice Chairperson, a President, one (1) or more Vice Presidents (one (1) or more of whom may be designated an Executive Vice President), a Secretary, a Treasurer, and such other officers and assistant offices as the Board of Directors may from time to time deem advisable. Except for the President, Secretary and Treasurer, the Board may refrain from filling any of the said offices at any time and from time to time. The same individual may hold any two (2) or more offices except both the offices of President and Secretary. The officers shall be elected by the Board of Directors at the annual organization meeting, in the manner and for such terms as the Board of Directors from time to time shall determine. Any officer may be removed at any time, with or without cause, and regardless of the term for which such officer was elected, but without prejudice to any contract right of such officer. Each officer shall hold his office for the current year for which he was elected or appointed by the Board unless he shall resign, becomes disqualified, or be removed at the pleasure of the Board of Directors.

Section 402 - Chairperson of the Board

The Board of Directors shall elect a Chairperson of the Board at the organization meeting of the Board following each annual meeting of shareholders at which directors are elected. The Chairperson of the Board shall be a member of the Board of Directors and shall preside at the meetings of the Board and perform such other duties as may be prescribed by the Board of Directors.

Section 403 - Vice Chairperson of the Board

The Board may appoint one of its members to be Vice Chairperson of the Board. Such person shall assist the Chairperson of the Board and shall also have and may exercise such further powers and duties as from time to time may be conferred, or assigned by the Board.

Section 404 - President

The President shall have general supervision of all of the departments and business of the Corporation and shall prescribe the duties of the other officers and employees and see to the proper performance thereof. The President shall be responsible for having all orders and resolutions of the Board of Directors carried into effect. The President shall execute on behalf of the Corporation and may affix or cause to be affixed a seal to all authorized documents and instruments requiring such execution, except to the extent that signing and execution thereof shall have been delegated to some other officer or agent of the Corporation by the Board of Directors or by the President. The President shall be Chief Executive Officer and a member of the Board of Directors. In the absence or disability of the Chairperson of the Board or Vice Chairperson of the Board or his/her refusal to act, the President shall preside at meetings of the Board. In general, the President shall perform all the duties and exercise all the powers and authorities incident to such office or as prescribed by the Board of Directors.

Section 405 - Vice Presidents

The Vice President shall perform such duties, do such acts and be subject to such supervision as may be prescribed by the Board of Directors or the President. One or more vice presidents may be designated as executive or senior vice presidents. In the event of the absence or disability of the President or his/her refusal to act, the Vice Presidents, in the order of their rank, and within the same rank in the order of their authority, shall perform the duties and have the powers and authorities of the President, except to the extent inconsistent with applicable law.

Section 406 - Secretary

The Secretary shall act under the supervision of the President or such other officers as the President may designate. Unless a designation to the contrary is made at a meeting, the Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for the standing Committees when required by these Bylaws or otherwise. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors. The Secretary shall keep a seal of the Corporation, and when authorized by the Board of Directors or the President, cause it to be affixed to any documents and instruments requiring it. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, President, or other supervising officer as the President may designate.

Section 407 - Treasurer

The Treasurer shall act under the supervision of the President or such other assistant officer as the President may designate. The Treasurer shall have custody of the Corporation’s funds and such other duties as may be prescribed by the Board of Directors, President or such other supervising officer as the President may designate.

Section 408 - Assistant Officers

Unless otherwise provided by the Board of Directors, each assistant officer shall perform such duties as shall be prescribed by the Board of Directors, the President or the officer to whom he/she is an assistant. In the event of the absence or disability of an officer or his/her refusal to act, his/her assistant officer shall, in the order of their rank, and within the same rank in the order of their seniority, have the powers and authorities of such officer.

Section 409 - Compensation

The salaries and compensation of all officers and assistant officers shall be fixed by or in the manner designated by the Board of Directors.

Section 410 - General Powers

The officers are authorized to do and perform such corporate acts as are necessary in the carrying on of the business of the Corporation, subject always to the direction of the Board of Directors.

ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 501 - Right to Indemnification

Any person who was, is, or is threatened to be made a party to any action or proceeding, whether civil or criminal (including an action by or in the right of the Corporation or any other corporation, partnership, join venture, trust, employee benefit plan or other enterprise which any director or officer of the Corporation served in any capacity at the request of this Corporation), by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, shall be indemnified by the Corporation against all judgements, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification shall be made to or on behalf of any director or officer where indemnification is prohibited by applicable law. This right of indemnification shall include the right of a director or officer to receive payment from the Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the director or officer is not entitled to be indemnified. The preceding right of indemnification shall be a contract right enforceable by the director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while this Bylaw shall be in effect.

Section 502 - Authorization of Indemnification

Any indemnification provided for by Section 501 shall be authorized in any manner provided by applicable law or, in the absence of such law;

(a) By the Board of Directors acting by a quorum of directors who are not parties to such action or proceeding, upon a finding that there has been no judgement or other final adjudication adverse to the director or officer which establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled; or

(b) If a quorum under clause (a) is not obtainable, (i) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because there has been no such judgement or other final adjudication adverse to the director or officer, or (ii) by the shareholders upon a finding that there has been no such judgement or other final adjudication adverse to the director or officer.

Section 503 - Right of Claimant to Bring Suit

If a claim of indemnification is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time there- after bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to recover the expenses of prosecuting such claim.

Section 504 - Non-Exclusivity of Rights

The rights conferred on any person under this Article shall not be exclusive of any other right which may exist under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

Section 505 - Insurance

Subject to the laws of New York, the Corporation may maintain insurance, as its expense, to protect itself and any director, officer, employee or agent of the Corporation against any expense, liability or loss of the general nature contemplated by this Article, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the laws of New York.

Section 506 - Severability

It is the intent of the Corporation to indemnify its officers and directors to the fullest extent authorized by the laws of New York as they now exist or may hereafter be amended. If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this Article will continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law.

ARTICLE VI - SHARES OF CAPITAL STOCK

Section 601 - Authority to Sign Share Certificates

Every share certificate of the Corporation shall be signed by the President and by either the Secretary (or one of the Assistant Secretaries) or the Treasurer (or one of the Assistant Treasurers). Certificates may be signed by a facsimile signature of the aforesaid Officers of the Corporation authorized to sign share certificates. The Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

Section 602 - Lost or Destroyed Certificates

Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such person shall have:

(a) Requested such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser;

(b) Provided the Corporation with an indemnity agreement satisfactory in form and substance to the Board of Directors, or the President or the Secretary; and

(c) Satisfied any other reasonable requirements (including providing an affidavit and a surety bond) fixed by the Board of Directors, or the President or the Secretary.

ARTICLE VII - GENERAL

Section 701 - Fiscal Year

The fiscal year of the Corporation shall begin on the first (1st) day of January in each year and end on the thirty-first (31st) day of December in each year.

Section 702 - Record Date

The Board of Directors may fix any time whatsoever (but not more than sixty (60) days) prior to the date of any meeting of shareholders, or the date for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made of will go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meetings, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares.

Section 703 - Participation in Meetings By Conference Telephone

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 704 - Emergency Bylaws

In the event of any emergency resulting from a nuclear attack or similar disaster, and during the continuance of such emergency, the following Bylaw provisions shall be in effect, notwithstanding any other provisions of the Bylaws:

(a) A meeting of the Board of Directors or of any Committee thereof may be called by any officer or director upon one (1) hour’s notice to all persons entitled to notice whom, in the sole judgement of the notifier, it is feasible to notify;

(b) The director or directors in attendance at the meeting of the Board of Directors or of any Committee thereof shall constitute a quorum; and

(c) These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency.

Section 705 - Severability

If a provision of these Bylaws is illegal or unenforceable as such, illegality or un-enforceability shall not affect any other provision of these Bylaws and such other provisions shall continue in full force and effect.

ARTICLE VIII - CERTAIN GOVERNANCE MATTERS

8.01 Interpretation; Definitions.

(a) The provisions of this Article VIII shall apply notwithstanding anything to the contrary set forth in these Bylaws. In the event of any inconsistency between any provision of this Article VIII and any other provision of these Bylaws, such provision of this Article VIII shall control.

(b) The following definitions shall apply to this Article VIII and otherwise as applicable in these Bylaws:

(i) “Designated Exchange” means the primary stock exchange on which the Corporation’s common stock is listed.

(ii) “Effective Time” shall have the meaning set forth in the Agreement and Plan of Merger, dated as of July 1, 2020, by and between the Corporation and Dime Community Bancshares, Inc., as it may have been amended, restated, supplemented or otherwise modified from time to time.

(iii) “Entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

(iv) “Legacy DCB” means Dime Community Bancshares, Inc., a Delaware corporation, which has merged with and into the Corporation effective as of the Effective Time.

(v) “Legacy DCB Directors” shall mean the directors as of the Effective Time who were directors of Legacy DCB as of immediately prior to the Effective Time and who were designated to be directors by the Board of Directors of Legacy DCB prior to the Effective Time and any additional directors nominated by the Corporate Governance and Nominating Committee pursuant to Section 8.04(b) of this Article VIII.

(vi) “Legacy Bridge Bancorp” means Bridge Bancorp, Inc., a New York corporation, as in existence immediately prior to the Effective Time.

(vii) “Legacy Bridge Bancorp Directors” shall mean the directors of the Corporation as of the Effective Time who were directors of Legacy Bridge Bancorp as of immediately prior to the Effective Time and who were designated to be directors by the Board of Directors of Legacy Bridge Bancorp prior to the Effective Time and any additional directors nominated by the Corporate Governance and Nominating Committee pursuant to Section 8.04(b) of this Article VIII.

(viii) “Specified Period” shall mean the period beginning at the Effective Time and ending on the thirty-six (36) month anniversary of the Effective Time.

(ix) “Subsidiary Bank” shall mean the Surviving Corporation’s wholly owned subsidiary, Dime Community Bank.

(x) “Surviving Corporation” shall mean the Corporation, which shall have the name Dime Community Bancshares, Inc., upon the Effective Time.

8.02 Chair; Officers.

(a) Effective as of the Effective Time, (i) Kenneth J. Mahon shall serve as Executive Chairman (the “Chair”) of the Board of Directors of the Surviving Corporation, (ii) Marcia Hefter shall serve as Lead Director of the Surviving Corporation, (iii) Kevin M. O’Connor shall serve as Chief Executive Officer of the Surviving Corporation, (iv) Stuart H. Lubow shall serve as President and Chief Operating Officer of the Surviving Corporation, (v) Avinash Reddy shall serve as Senior Executive Vice President and Chief Financial Officer of the Surviving Corporation, and (vi) John M. McCaffery shall serve as Senior Executive Vice President and Chief Risk Officer of the Surviving Corporation.

(b) During the Specified Period, the Legacy DCB Directors shall have the exclusive authority to appoint, by at least a majority vote, on behalf of the Board of Directors of the Surviving Corporation, the Chair at each annual meeting, or at any special meeting at which directors are to be elected, or otherwise upon the death, resignation, removal, disqualification or other cessation of service by the Chair (or any of such individuals’ successors selected and appointed pursuant to this subsection (b)).

(c) During the Specified Period, the Legacy Bridge Bancorp Directors shall have the exclusive authority to appoint, by at least a majority vote, on behalf of the Board of Directors of the Surviving Corporation, the Lead Director at each annual meeting, or at any special meeting at which directors are to be elected, or otherwise upon the death, resignation, removal, disqualification or other cessation of service by the Lead Director (or any of such individuals’ successors selected and appointed pursuant to this subsection (c)).

(d) During the Specified Period, (i) any removal of any of the individuals serving in the capacities set forth in subsections (a)(iii) through (a)(vi) above, (ii) any amendment or modification to any employment or similar agreement with any officers listed in subsections (a)(iii) through (a)(vi) above, to the extent such amendment or modification would adversely affect such individual, (iii) any termination without cause of any such individual’s employment by the Corporation, (iv) or any modification to any of such individual’s respective duties, authority or reporting relationships as set forth in Article VIII of these Bylaws, or any relocation from such individual’s respective principal office locations as specified in their respective employment agreements, shall, in each case, require the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors.

(e) During the Specified Period, upon the death, resignation, removal, disqualification or other cessation of service by any of the individuals serving in the capacities set forth in subsection (a)(iii) through (a)(vi) above (or any of such individuals’ successors selected and appointed pursuant to this subsection (e)), an individual approved by the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors shall be appointed to serve in such capacity.

(f) The Corporation shall cause its Subsidiary Bank, effective as of the Effective Time, to adopt a bylaw amendment substantially identical to this Article VIII with respect to the matters specified in subsections (a) through (e) above.

8.03 Composition of The Board of Directors; Lead Director.

During the Specified Period:

(a) The Entire Board of Directors shall be comprised of twelve (12) Directors, of which six (6) shall be Legacy Bridge Bancorp Directors (which shall consist of Kevin M. O’Connor, Marcia Hefter and four (4) other Legacy Bridge Bancorp Directors who qualify as independent directors under the rules of the Designated Exchange) and six (6) shall be Legacy DCB Directors (which shall consist of Kenneth J. Mahon, and five (5) other Legacy DCB Directors who qualify as independent directors under the rules of the Designated Exchange); provided, however, that Legacy DCB Directors who are not independent as of the Effective Time but become independent during the Specified Period shall be deemed independent for this purpose;

(b) The Chair to be appointed in accordance with Article VIII shall be a Legacy DCB Director. The Chair shall provide overall leadership to enhance the effectiveness and performance of the Entire Board of Directors and act as primary spokesperson for the Entire Board of Directors, and shall, among other things, have the power and authority to (i) confer with the Chief Executive Officer of the Surviving Corporation on succession planning and key hiring and firing decisions, (ii) confer with the Chief Executive Officer on reviewing and developing strategic initiatives, including coordinating on strategic initiatives and written plans to bring to the Entire Board of Directors, (iii) confer with the Chief Executive Officer and senior executives of the Surviving Corporation on identifying and evaluating potential merger and acquisition transactions, and (iv) perform such other customary duties as the Board of Directors, upon the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors, may give to the Chair from time to time;

(c) The Lead Director to be appointed in accordance with Article VIII shall be a Legacy Bridge Bancorp Director who shall qualify as an independent director under the rules of the Designated Exchange (and any other requirements). The Lead Director shall chair any meeting of the independent directors in executive session, and shall, among other things, have the power and authority to (i) preside at meetings of the Board of Directors at which the Chair is not present, (ii) work with the Chair and CEO to determine the information and materials provided to members of the Board of Directors, (iii) consult with the Chair on such other matters as are pertinent to the Board of Directors and the Surviving Corporation, (iv) call meetings of the independent directors, (v) serve as a liaison between the Chair and the other independent directors, and (vi) perform such other customary duties as the Board of Directors, upon the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors, may give to the Lead Director from time to time;

(d) All vacancies resulting from the cessation of service by any Legacy Bridge Bancorp Director for any reason shall be filled with a person selected by the Corporate Governance and Nominating Committee in accordance with Section 8.04(b);

(e) All vacancies resulting from the cessation of service by any Legacy DCB Director for any reason shall be filled with a person selected by the Corporate Governance and Nominating Committee in accordance with Section 8.04(b);

(f) The Corporate Governance and Nominating Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors, directors for election at each annual meeting, or at any special meeting at which Directors are to be elected, to fill each seat previously held by a Legacy Bridge Bancorp Director in accordance with Section 8.04(b); and

(g) The Corporate Governance and Nominating Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors, directors for election at each annual meeting, or at any special meeting at which directors are to be elected, to fill each seat previously held by a Legacy DCB Director in accordance with Section 8.04(b).

8.04 Composition of Certain Committees.

During the Specified Period:

(a) Subject to Section 8.04(b) below, each of the Compensation Committee, the Audit Committee and the Corporate Governance and Nominating Committee of the Board of Directors shall (i) consist of at least four (4) members (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the Designated Exchange), and (ii) be composed of fifty percent (50%) Legacy Bridge Bancorp Directors and fifty percent (50%) Legacy DCB Directors.

(b) For purposes of exercising the authority set forth in Sections 8.03(d), 8.03(f), and 8.04(d), the Corporate Governance and Nominating Committee shall consist of all of the Legacy Bridge Bancorp Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. For purposes of exercising the authority set forth in Sections 8.03(e), 8.03(g), and 8.04(e), the Corporate Governance and Nominating Committee shall consist of all of the Legacy DCB Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange.

(c) The Legacy DCB Directors shall have the exclusive authority to appoint, by at least a majority vote, the initial Legacy DCB Directors on each of the Compensation Committee, the Audit Committee and the Corporate Governance and Nominating Committee. The Legacy Bridge Bancorp Directors shall have the exclusive authority to appoint, by at least a majority vote, the initial Legacy Bridge Bancorp Directors on each of the Compensation Committee, the Audit Committee and the Corporate Governance and Nominating Committee.

(d) All vacancies on the Compensation Committee or the Audit Committee resulting from the cessation of service by any Legacy Bridge Bancorp Director for any reason shall be filled with a person selected by the Corporate Governance and Nominating Committee in accordance with Section 8.04(a) and (b).

(e) All vacancies on the Compensation Committee or the Audit Committee resulting from the cessation of service by any Legacy DCB Director for any reason shall be filled with a person selected by the Corporate Governance and Nominating Committee in accordance with Section 8.04(a) and (b).

(f) All vacancies on the Corporate Governance and Nominating Committee resulting from the cessation of service by any Legacy Bridge Bancorp Director for any reason shall be filled with a person selected and approved by a majority vote of all of the Legacy Bridge Bancorp Directors then in office, which person so selected shall satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange. All vacancies on the Corporate Governance and Nominating Committee resulting from the cessation of service by any Legacy DCB Director for any reason shall be filled with a person selected and approved by a majority vote of all of the Legacy DCB Directors then in office, which person so selected shall satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange.

(g) Upon the expiration of the Specified Period, the Compensation Committee, the Audit Committee, and the Corporate Governance and Nominating Committee established pursuant to this Section 8.04 shall be automatically disbanded, and the directors to serve on each such committee thereafter shall be designated in accordance with the Bylaws and the respective committee corporate charters.

8.05 Corporate Headquarters; Name; Amendments To Article VIII

(a) Effective as of and from the Effective Time, the headquarters of the Corporation will be located in Hauppauge, New York.

(b) Effective as of the Effective Time, the name of the Corporation will be “Dime Community Bancshares, Inc.”

(c) In the event of any inconsistency between any provision of this Article VIII and any other provision of these Bylaws or the Corporation’s other constituent documents, the provisions of this Article VIII shall control. During the Specified Period, the provisions of this Article VIII may be modified, amended or repealed, and any Bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the Entire Board of Directors.

ARTICLE IX - AMENDMENT OR REPEAL

Section 801 - Amendment or Repeal by the Board of Directors

These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the full Board of Directors at any regular or special meeting of the Board duly convened. Notice need not be given of the purpose of the meeting of the Board of Directors at which the amendment or repeal is to be considered.

Section 802 - Recording Amendments and Repeals

The text of all amendments and repeals to these Bylaws shall be attached to the Bylaws with a notation of the date and vote of such amendment or repeal.

ARTICLE X APPROVAL OF AMENDED BYLAWS AND

RECORD OF AMENDMENTS AND REPEALS

Section 901 - Approval and Effective Date

These Bylaws have been approved and are effective as the Bylaws of the Corporation as of this 1^st day of February, 2021.

	/s/Patricia M. Schaubeck
	Patricia M. Schaubeck, General Counsel and Corporate Secretary

Section 902 - Amendments or Repeals

	Date Amended
Section Involved	or Repealed	Approved By

205	February 1, 2021	Board of Directors
206	February 1, 2021	Board of Directors

A new Article VIII was added, and Article VIII and Article IX of the Bylaws were renumbered as Article IX and X, respectively, effective February 1, 2021.

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of February 1, 2021 is by and between Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (herein, together with its successors in interest, the “Trustee”) and Bridge Bancorp, Inc. (now known as Dime Community Bancshares, Inc.), a New York corporation (the “Successor Company”), as successor-in-interest to Dime Community Bancshares, Inc., a Delaware corporation (the “Company”), under the Indenture referred to below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows:

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture dated as of June 13, 2017 (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture by and among the Trustee and the Company, dated as of June 13, 2017 (together with the Base Indenture, the “Indenture”), pursuant to which the Company issued U.S. $115,000,000 of its 4.50% Fixed-to-Floating Rate Subordinated Debentures due 2027 (the “Debt Securities”).

As permitted by the terms of the Indenture, the Company merged (referred to herein for purposes of Section 801 of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation, and thereafter the Successor Company changed its name to Dime Community Bancshares, Inc.. The parties hereto are entering into this Second Supplemental Indenture pursuant to, and in accordance with, Articles Eight and Nine of the Indenture.

SECTION 1. Definitions. All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Interpretation.

(a)

In this Second Supplemental Indenture, unless a clear contrary intention appears:

(i)

the singular number includes the plural number and vice versa;

(ii)

reference to any gender includes the other gender;

(iii)

the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv)

reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Second Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Second Supplemental Indenture or the Indenture;

(v)

reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;

(vi)

reference to any Section means such Section of this Second Supplemental Indenture; and

(vii)

the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b)

No provision in this Second Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

SECTION 3. Assumption of Obligations.

(a)

Pursuant to, and in compliance and accordance with, Section 802 of the Base Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company under the Indenture.

(b)

Pursuant to, and in compliance and accordance with, Section 802 of the Base Indenture, the Successor Company succeeds to and is substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture and the Debt Securities as the Company.

SECTION 4. Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform under the Indenture, (b) that it is the successor of the Company pursuant to the Merger effected in accordance with applicable law, (c) that it is a corporation organized and existing under the laws of New York, (d) that both immediately before and after giving effect to the Merger and this Second Supplemental Indenture, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing and (e) that this Second Supplemental Indenture is executed and delivered pursuant to Section 901 and Article Nine of the Indenture and does not require the consent of the Holders.

SECTION 5. Conditions of Effectiveness. This Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(a)

the Trustee shall have executed a counterpart of this Second Supplemental Indenture and shall have received one or more counterparts of this Second Supplemental Indenture executed by the Successor Company and the Company;

(b)

the Trustee shall have received an Officers’ Certificate stating that (i) this Second Supplemental Indenture complies with the requirements of Article Nine of the Base Indenture; (ii) in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the Merger and the execution and delivery of this Second Supplemental Indenture have been complied with; and (iii) the Second Supplemental Indenture is authorized or permitted by the Indenture;

(c)

the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and the execution and delivery of this Second Supplemental Indenture have been complied with; (ii) this Second Supplemental Indenture complies with the requirements of the Base Indenture and is authorized or permitted by, and conforms to, the terms of Article Nine of the Base Indenture; (iii) it is proper for the Trustee, under the provisions of Article Nine of the Base Indenture, to join in the execution of this Second Supplemental Indenture; (iv) the Merger and the assumption by the Successor Company under this Second Supplemental Indenture comply with the provisions of Article Nine of the Base Indenture; and (v) this Second Supplemental Indenture is the legal, valid and binding obligation of the Successor Company, enforceable against the Successor Company in accordance with its terms; and

(d)

the Successor Company and the Company shall have duly executed and filed with the Secretary of the State of the State of New York Articles of Merger in connection with the Merger and delivered evidence of such filing to the Trustee.

SECTION 6. Reference to the Indenture.

(a)

Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby and each reference to the Company shall be a reference to the Successor Company.

(b)

Upon the effectiveness of this Second Supplemental Indenture, each reference in the Debt Securities to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby and each reference to the Company shall be a reference to the Successor Company.

(c)

The Indenture, as amended and supplemented hereby shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 7. Execution in Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile, PDF or other electronic 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 Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original signatures for all purposes.

SECTION 8. Governing Law; Binding Effect. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

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.

DIME COMMUNITY BANCSHARES, INC.

By:

/s/ Kevin O’Connor

Name:

Kevin O’Connor

Title:

President and Chief Executive Officer

WILMINGTON TRUST, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Trustee

By:

/s/ Quinton M. DePompolo

Name:

Quinton M. DePompolo

Title:

Banking Officer

Exhibit 10.1

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (the “Agreement”) is entered into as of January 26, 2021 by and among Howard H. Nolan (the “Executive”), Bridge Bancorp, Inc., a New York corporation (“Bridge”), and BNB Bank.

WITNESSETH:

WHEREAS, Bridge and Dime Community Bancshares, Inc. have entered into an Agreement and Plan of Merger, dated as of July 1, 2020 (the “Merger Agreement”), and all capitalized terms not defined herein shall have the meaning set forth in the Merger Agreement; and

WHEREAS, Bridge, BNB Bank, and the Executive desire to enter into this Agreement, which shall supersede the Amended and Restated Employment Agreement by and among Bridge, BNB Bank and the Executive, dated June 26, 2015, as amended (the “Employment Agreement”), effective immediately prior to the Effective Time of the Merger, and in lieu of any rights and payments under the Employment Agreement, the Executive shall be entitled to the rights and payments set forth herein (which for the avoidance of doubt, the parties agree shall be the rights and payments to which the Executive is entitled in the event of the Executive’s termination of employment for “Good Reason” following a “Change in Control” (as such terms are defined in the Employment Agreement)).

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Executive, Bridge, BNB Bank agree as follows:

1. Cancellation of Employment Agreement and Termination of Employment. Immediately prior to the Effective Time of the Merger, the Employment Agreement shall be cancelled in its entirety, and the parties thereto shall have no further rights or obligations thereunder and the Executive’s employment shall terminate.

2. Settlement Amount. Provided the Executive is employed with Bridge and BNB Bank on the Closing Date and the Executive has executed the release attached as Exhibit A hereto as of January 21, 2021 (and any revocation period has lapsed), Bridge shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash amount equal to: (a) the estimated total of $2,343,264, in full satisfaction of the payment obligations of Bridge and BNB Bank under the Employment Agreement, (the total of such sum, the “Employment Agreement Amount”) with such amount to be further reduced pursuant to Section 4 hereof as may be needed. The Employment Agreement Amount shall be paid to the Executive in a lump sum on February 1, 2021 (provided that the Executive has not revoked the release).

3. For the avoidance of doubt, the payment of the Employment Agreement Amount under this Agreement shall not release Bridge or BNB Bank, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Bridge or BNB Bank, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards under any equity awards granted by Bridge to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Bridge as contemplated by the Merger Agreement; (e) rights to indemnification under applicable corporate law, the organizational documents of Bridge or BNB Bank, as an insured under any director’s and officer’s liability insurance policy new or previously in force, or pursuant to the Merger Agreement; or (f) the Executive’s right to elect health care continuation coverage pursuant to COBRA.

4. Section 280G Cut-Back. Notwithstanding anything in this Agreement to the contrary, if the Employment Agreement Amount provided for in this Agreement, together with any other payments which the Executive has the right to receive from Bridge, BNB Bank, or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the IRC, without regard to Section 1504(b) of the IRC) of which Bridge or BNB Bank is a member, would constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the IRC), payments pursuant to this Agreement shall be reduced to the extent necessary to ensure that no portion of such payments will be subject to the excise tax imposed by Section 4999 of the IRC. It is not expected that the Employment Agreement Amount will be reduced pursuant to this Section 4.

5. No Further Adjustment. The parties hereby agree that the Employment Agreement Amount as determined in the manner provided under Section 2 and Section 4 hereof is final and binding on all parties and shall not otherwise be subject to further adjustment.

6. Complete Satisfaction. In consideration of the payment of the Employment Agreement Amount and the other provisions of this Agreement, the Executive, Bridge, and BNB Bank hereby agree that effective immediately following the Effective Time of the Merger, the Executive agrees that the full payment of the Employment Agreement Amount, as determined in accordance Section 2 and Section 4, shall be in complete satisfaction of all rights to payments due to Executive under the Employment Agreement.

7. Code Section 409A Compliance. The intent of the parties is that payments under this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To that end, Executive, Bridge, and BNB Bank agree that the payment described in Section 2 is intended to be excepted from compliance with Code Section 409A as a short-term deferral pursuant to Treasury Regulation Section 1.409A-1(b)(4).

8. General.

8.1 Heirs, Successors, and Assigns. The terms of this Agreement shall be binding upon the parties hereto and their respective heirs, successors, assigns and legal representatives.

8.2 Final Agreement. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings, written or oral, except as set forth in a non-competition and consulting agreement by and between Bridge, BNB Bank and the Executive. The terms of this Agreement may be changed, modified, or discharged only by an instrument in writing signed by each of the parties hereto.

8.3 Withholdings. Bridge and BNB Bank may withhold from any amounts payable under this Agreement such federal, state, or local taxes as may be required to be withheld pursuant to applicable law or regulation.

8.4 Governing Law. This Agreement shall be construed, enforced, and interpreted in accordance with and governed by the laws of the State of New York, without reference to its principles of conflicts of law, except to the extent that federal law shall be deemed to preempt such state laws.

8.5 Regulatory Limitations. Notwithstanding any other provision of this Agreement, neither Bridge nor BNB Bank shall be obligated to make, and Executive shall have no right to receive, any payment under this Agreement which would violate any law, regulation, or regulatory order applicable to Bridge or BNB Bank, as applicable, at the time such payment is due, including, without limitation, Section 1828(k)(1) of Title 12 of the United States Code and any regulation or order thereunder of the Federal Deposit Insurance Corporation.

8.6 Voluntary Action and Waiver. The Executive acknowledges that by his free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement.

8.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

9. Effectiveness. Notwithstanding anything to the contrary contained herein, this Agreement shall be subject to consummation of the Merger in accordance with the terms of the Merger Agreement, as the same may be amended by the parties thereto in accordance with its terms. In the event the Merger Agreement is terminated for any reason or the Merger does not occur, this Agreement shall be deemed null and void.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Bridge and BNB Bank have each caused this Agreement to be executed by their duly authorized officers, and the Executive has signed this Agreement, effective as of the date first above written.

EXECUTIVE

/s/ Howard H. Nolan

Howard H. Nolan

BRIDGE BANCORP, INC.

By:

/s/ Kevin O'Connor

Name:

Kevin O'Connor

Title:

Chief Executive Officer

BNB BANK

By:

/s/ Kevin O'Connor

Name:

Kevin O'Connor

Title:

Chief Executive Officer

[SIGNATURE PAGE TO THE SETTLEMENT AND RELEASE AGREEMENT]

EXHIBIT A

RELEASE OF CLAIMS

I, Howard H. Nolan, (hereinafter, the “Employee”), in consideration of the Employment Agreement Amount as described below and the other obligations set forth at Section 2 of the Settlement Agreement, on behalf of himself and his heirs and assigns, hereby irrevocably and unconditionally releases and forever discharges, individually and collectively, Bridge Bancorp, Inc., a New York corporation (“Bridge”), and BNB Bank, a wholly-owned subsidiary of Bridge, their affiliated companies, and each of their respective officers, directors, employees, shareholders, representatives, parent companies, subsidiaries, predecessors, successors, assigns, attorneys and all persons acting by, through or in concert with them (collectively, the “Released Parties”), of and from any and all charges, claims, complaints, demands, liabilities, causes of action, losses, costs or expenses of any kind whatsoever (including related attorneys' fees and costs), known or unknown, suspected or unsuspected, that Employee may now have or has ever had against the Released Parties by reason of any act, omission, transaction, or event occurring up to and including the date of the signing of this Agreement.

This waiver, release and discharge (“Release”) includes without limitation, claims related to any wrongful or unlawful discharge, discipline or retaliation, whether express or implied, any promotions or demotions, compensation, the Bridge or BNB Bank's benefit plan(s) and the management thereof, defamation, slander, libel, invasion of privacy, misrepresentation, fraud, infliction of emotional distress, stress, breach of any covenant of good faith and fair dealing, and any other claims relating to the Employee's employment with the Bridge or BNB Bank and the termination thereof. This Release further applies but is not limited to any claim of any types of discrimination under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, claims for emotional distress, mental anguish, personal injury, loss of consortium; any and all claims that may be asserted on your behalf by others (including the Equal Employment Opportunity Commission), or any other federal, state, or local law, rule, regulation including those relating to discrimination to the extent permitted by law; provided, however, that, notwithstanding anything in this Release to the contrary, this Release does not apply to any of the items described in Sections 2 and 3 of the Settlement Agreement between Bridge, BNB Bank and the Employee, dated January 26, 2021 (the “Settlement Agreement”)

Employee expressly waives all claims, including those which he does not know or suspect to exist in his favor as of the date of this Agreement against the Released Parties. As used herein, the Employee understand the word "claims" to include all actions, claims, and grievances, whether actual or potential, known or unknown, and specifically but not exclusively including all claims against the Bridge or BNB Bank or otherwise arising from Employee’s employment with the BNB Bank, the termination thereof or any other conduct occurring on or prior to the date the Employee signs this Release. All such claims are forever barred by this Release whether they arise in contract or tort or under a statute or any other law.

This Release shall not be interpreted to waive, release, or extinguish any rights that – by express and unequivocal terms of law — may not under any circumstances be waived, released, or extinguished, and this Agreement does not prohibit Employee from filing a charge with or participating in an investigation conducted by the Securities and Exchange Commission. Finally, this Release does not waive claims that the Employee could make, if available, for unemployment or workers’ compensation.

EMPLOYMENT AGREEMENT AMOUNT. In return for Employee's execution of and adherence to this Release, BNB Bank shall pay the Employee the Employment Agreement Amount as set forth in the Settlement Agreement.

INJUNCTIVE RELIEF. Employee acknowledges and recognizes that a violation of this Release and its covenants will cause irreparable damage to Bridge and BNB Bank and Bridge and BNB Bank will have no adequate remedy at law for such violation. Accordingly, Employee agrees that the Bridge and BNB Bank will be entitled, as a matter of right, to seek an injunction from any court of competent jurisdiction restraining any further violation of this Release or the terms and conditions provided herein. This right to injunctive relief will be cumulative and in addition to whatever remedies the parties may otherwise have at law.

CONSIDERATION AND REVOCATION PERIOD. I acknowledge that I am hereby advised to consult with an attorney before signing this Release. I further understand that I may consider this Release for up to forty-five (45) days before deciding whether to sign it. If I signed this Release before the expiration of that forty-five (45) day period, I acknowledge that such decision was entirely voluntary. I understand that if I do not sign and return this Release to the BNB Bank by the end of that forty-five (45) day period, the Employment Agreement Amount described above will expire. I understand that for a period of seven (7) days after I execute this Release, I have the right to revoke it by a written notice to be received by the Bridge Bank by the end of that period. I also understand that this Release shall not be effective or enforceable until the expiration of that seven (7) day period. I further represent and agree that I have carefully read and fully understand all of the provisions of this Release and that I am voluntarily agreeing to those provisions. I acknowledge that I have not been induced to sign this Release by any representatives of any released party other than the Employment Agreement Amount as stated above.

Employee understands and agrees that Employee has carefully read and fully understands all of the provisions of this Release and knowingly and voluntarily agrees to all of the terms set forth in this Release. Employee knowingly and voluntarily intends to be legally bound by the same.

IN WITNESS WHEREOF, the Employee has executed this Release of Claims Agreement.

EMPLOYEE

Date:

January 21, 2021

/s/ Howard H. Nolan

Exhibit 10.2

NON-COMPETITION AND CONSULTING AGREEMENT

THIS NON-COMPETITION AND CONSULTING AGREEMENT (this “Agreement”), dated as of January 26, 2021, is entered into by and among Bridge Bancorp, Inc., a New York corporation (“Bridge”), BNB Bank, a wholly owned subsidiary of Bridge, and Howard H. Nolan (“Mr. Nolan” and together with Bridge and BNB Bank, the “Parties”).

WHEREAS, Bridge and Dime Community Bancshares, Inc. (“Dime Community Bancshares”) have entered into an Agreement and Plan of Merger, dated as of July 1, 2020 (the “Merger Agreement”), pursuant to which Dime Community Bancshares will be merged with and into Bridge (the “Merger”), with Bridge as the surviving entity to be operated under the name Dime Community Bancshares; and

WHEREAS, following the Merger, Dime Community Bank will be merged with and into BNB Bank, with BNB Bank as the surviving institution (the “Bank Merger”) to be operated under the name Dime Community Bank; and

WHEREAS, Mr. Nolan currently is employed as Senior Executive Vice President, Chief Operating Officer and Corporate Secretary of Bridge and BNB Bank; and

WHEREAS, as the result of the Merger, the employment of Mr. Nolan will be terminated; and

WHEREAS, in connection with the Merger, the Parties contemplate that Mr. Nolan will serve in a consultant capacity to BNB Bank during the Consulting Period (as defined below).

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the Parties hereto agree, effective as of the Closing (as defined in the Merger Agreement), as follows:

1. Termination of Employment.

(a) Termination Date. The Parties agree that the Closing Date shall be the last day of Mr. Nolan’s employment with Bridge and BNB Bank and that Mr. Nolan’s employment and service as the Senior Executive Vice President, Chief Operating Officer and Corporate Secretary of Bridge and BNB Bank shall terminate as of the Closing Date. Effective as of the Closing Date, Mr. Nolan hereby resigns from all positions as an officer, director, benefit plan trustee or otherwise with respect to Bridge and BNB Bank or any of their subsidiaries and Mr. Nolan is not required to provide further notice of such resignations.

(b) Consideration. The Parties hereto acknowledge and agree that the Parties are entering into this Agreement in consideration of the premises and mutual covenants contained herein and in consideration of the benefits received by Mr. Nolan in connection with this Agreement. For purposes of Section 280G of the Internal Revenue Code of 1986, as amended, the Parties hereto agree that the fair market value of the non-competition and non-solicitation restrictions in Sections 4(a) and 4(b) of this Agreement is $780,000 (the “Consideration”).

2. Consulting Services and Term of Services.

(a) Services. During the Consulting Period, as defined below, Mr. Nolan shall provide the following services to Bridge and BNB Bank (the “Services”): (a) contact and make himself available to former BNB Bank customers in order to encourage them to continue their relationships with BNB Bank, (b) provide services relating to the post-closing integration of Dime Community Bank with and into the Bank, including the data systems conversion, (c) work with and assist in the preparation of the Annual Report on Form 10-K for the year ended December 31, 2020 and the proxy statement for the annual meeting of shareholders of Bridge to be held following the year ended December 31, 2020, and (d) perform such other services as may be reasonably requested by BNB Bank from time to time and that are consistent with Mr. Nolan’s duties and responsibilities immediately prior to the Closing Date. During the Consulting Period, Mr. Nolan agrees to perform his duties diligently and to the best of his ability, and not to do anything that could reasonably be expected to be detrimental to the best interests of Bridge and BNB Bank, to use his best efforts, skill and ability to promote the interests of Bridge and BNB Bank and to devote such portion of his time, attention, energy, skill and efforts to the business and affairs of Bridge and BNB Bank as reasonably required to fulfill the duties assigned to him under this Agreement. The Bank, Bridge and Mr. Nolan agree that Mr. Nolan’s services shall not exceed one-hundred sixty (160) hours per month. The Consulting Period shall begin the day after the Closing Date and shall terminate on June 30, 2021 (the “Consulting Period”). Thereafter, this agreement may be extended or amended by mutual agreement upon 30 days notice prior to June 30, 2021. References to Bridge shall mean Dime Community Bancshares following the Merger and references to BNB Bank shall mean Dime Community Bank following the Bank Merger.

(b) Consulting Fee. In exchange for the Services performed hereunder, Bridge and BNB Bank agree to pay Mr. Nolan $50,000 per month, pro-rated as necessary for a partial month, during the Consulting Period (the “Consulting Fee”). The Consulting Fee for the Services shall be paid within ten (10) days following the last day of each calendar month during the Consulting Period. The Consulting Fee shall be pro-rated for any month in which the Consulting Period expires.

(c) Expense Reimbursement. After the Closing Date, Bridge and BNB Bank shall reimburse Mr. Nolan for reasonable business expenses incurred during the course of performing the Services during the Consulting Period, in a manner consistent with the applicable expense reimbursement policies of Bridge and BNB Bank, provided that such reimbursement shall be made as soon as practicable but in no event later than thirty (30) days after which such right to such reimbursement occurred.

(d) Administrative Matters. During the Consulting Period, subject to compliance with all applicable Bridge policies and procedures, Mr. Nolan shall be provided with his current office space with reasonable existing secretarial support. In addition, following the Closing Date, Bridge shall take such steps as are necessary to transfer Mr. Nolan’s current cell phone number to his name and allow Mr. Nolan to retain ownership of his current laptop computer.

(e) Status as Independent Contractor. In all matters relating to the Services, Mr. Nolan shall be acting as an independent contractor. Neither Mr. Nolan, nor any affiliated employees or subcontractors, shall be the agent(s) or employee(s) of Bridge or BNB Bank under the meaning or application of any federal or state laws, including but not limited to unemployment insurance or worker’s compensation laws. Mr. Nolan will be solely responsible for all income, business or other taxes imposed on the recipient and payable as a result of the fees paid for the Services. Mr. Nolan shall not sign any agreement or make any commitments on behalf of Bridge or BNB Bank or bind Bridge or BNB Bank in any way, nor shall Mr. Nolan make any public statements concerning the Services that purport to be on behalf of Bridge or BNB Bank, in each case without prior express written consent from Bridge or BNB Bank. Except as otherwise may conflict with the other provisions of this Agreement, Mr. Nolan shall perform the Services on a non-exclusive basis and shall be free to accept other engagements during the term of this Agreement. The Parties hereby acknowledge and agree that neither Bridge nor BNB Bank has the right to control the manner, means, or method by which Mr. Nolan performs the Services.

3. Restrictive Covenants and Term of Restricted Period.

(a) Non-Competition. In exchange for the Consideration in Section 1(b) of this Agreement, during the period commencing on the Closing Date and ending thirteen (13) months following the Closing Date (the “Restricted Period”), Mr. Nolan shall not, directly or indirectly, become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than 5% equity-owner or stockholder, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker that has its main office, or a majority of its branch offices, in Nassau and/or Suffolk Counties, New York.

(b) Non-Solicitation. In exchange for the Consideration in Section 1(b) of this Agreement, during the Restricted Period, Mr. Nolan shall not, directly or indirectly, (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of BNB Bank, Bridge or any of their respective subsidiaries or affiliates to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of BNB Bank or Bridge or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within the counties in which BNB Bank or Bridge has business operations or has filed an application for regulatory approval to establish an office; or (ii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of BNB Bank or Bridge to terminate an existing business or commercial relationship with BNB Bank or Bridge.

(c) Disparaging Comments. Commencing on the Closing Date and thereafter, Mr. Nolan shall not at any time, directly or indirectly, make, publish or communicate to any person or entity or in any public forum any comments or statements, whether expressed as a fact, opinion or otherwise, which is intended or reasonably likely to disparage, malign, defame, libel or slander Bridge, BNB Bank or their subsidiaries or affiliates, together with all of their respective past and present directors and officers, as well as their respective past and present managers, officers, shareholders, partners, employees, agents, attorneys, suppliers, investors, customers, and other associated third parties, and each of their predecessors, successors and assigns (the “Bridge Entities and Persons”) or make any disparaging or defamatory comments concerning any aspect of the termination of his employment relationship with BNB Bank or Bridge. Bridge shall instruct its officers and directors not to make or issue any statement that disparages Mr. Nolan to any third parties or otherwise encourage or induce others to disparage him. The term “disparage” includes, without limitation, comments or statements adversely affecting in any manner (i) the conduct of the business of Bridge Entities and Persons or Mr. Nolan, or (ii) the business reputation of Bridge Entities and Persons or Mr. Nolan. Nothing in this Agreement is intended to or shall prevent either Party from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Parties shall promptly provide written notice of any such order to the other Party.

(d) Confidentiality. All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of Bridge, BNB Bank or their affiliates shall belong to Bridge and shall be given up to Bridge whenever Bridge requires Mr. Nolan to do so. Mr. Nolan shall not, at any time on or after the Closing Date, without Bridge’s prior written consent, disclose to any person (individual or entity) any information or any trade secrets, plans or other information or data, in whatever form (including, without limitation, any financing strategies and practices, pricing information and methods, training and operational procedures, advertising, marketing, and sales information or methodologies or financial information concerning Bridge’s, BNB Bank’s, or any of their affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, “Confidential Information”), nor shall Mr. Nolan utilize any Confidential Information in any way or communicate with or contact any such customer other than in connection with the Services. Mr. Nolan confirms that all Confidential Information constitutes Bridge’s exclusive property, and that all of the restrictions on his activities contained herein and such other nondisclosure policies of Bridge, BNB Bank or their affiliates are required for Bridge’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Agreement. This confidentiality provision shall survive the termination of this Agreement and shall not be limited by any other confidentiality agreements entered into with Bridge, BNB Bank or their affiliates. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), Mr. Nolan acknowledges that he shall not have criminal or civil liability under any federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such statute. Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 6 do not prohibit Mr. Nolan from reporting violations of federal or state law or regulation to any governmental agency or from making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, nor do the confidentiality obligations require Mr. Nolan to notify Bridge regarding any such reporting, disclosure or cooperation with the government.

4. Cooperation. During the twelve (12) month period following the Closing Date, Mr. Nolan agrees to make himself reasonably available (after taking into account his reasonable personal and professional schedule) to cooperate with Bridge in matters that concern: (i) requests for information about the services Mr. Nolan provided to Bridge, its affiliates and their predecessors, (ii) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of Bridge, its affiliates and their predecessors which relate to events or occurrences involving the Services or to matters involving Bridge and BNB Bank, or (iii) any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-governing authority as any such investigation or review relates to events or occurrences that transpired while Mr. Nolan was providing the Services to Bridge, or to matters involving Bridge and BNB Bank. Mr. Nolan’s cooperation shall include, but is not limited to: (A) making himself reasonably available to meet and speak with officers or employees of Bridge, Bridge’s counsel or any third-parties at the request of Bridge at times and locations to be determined by Bridge reasonably and in good faith, and (B) giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions. Unless required by law or legal process, Mr. Nolan will not knowingly or intentionally furnish information to or cooperate with any non-governmental entity in connection with any potential or pending proceeding or legal action involving matters arising during Mr. Nolan’s employment with Bridge, its affiliates and their predecessors.

5. Section 409A; Other Tax Matters. The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section and intend that this Agreement shall be construed and administered in accordance with such intention. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation.

6. Withholding. Notwithstanding any other provision of this Agreement, Bridge or BNB Bank may withhold from amounts payable under this Agreement all amounts that are required or authorized to be withheld, including, but not limited to, federal, state, local and foreign taxes required to be withheld by applicable laws or regulations.

7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws.

8. Entire Agreement. This Agreement sets forth the entire agreement between the Parties concerning Mr. Nolan’s service as a consultant to Bridge and BNB Bank and supersedes any other written or oral promises concerning the subject matter of this Agreement, except that all capitalized terms not defined herein shall have the meaning set forth in the Merger Agreement. No waiver or amendment of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by the Parties.

9. Successors and Assigns. This Agreement is binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns.

10. Termination. If the Closing does not occur or the Merger Agreement is terminated prior to the Effective Time (as defined in the Merger Agreement), then this Agreement shall terminate ab initio and be of no further force or effect.

11. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted within fifteen (15) miles of Hauppauge, New York, in accordance with the Employment Rules of the American Arbitration Association then in effect and with Bridge paying the costs of arbitration.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

BRIDGE BANCORP, INC.

	By:	/s/ Kevin O'Connor
	Name:	Kevin O'Connor

BNB BANK

	By:	/s/ Kevin O'Connor
	Name:	Kevin O'Connor

	/s/ Howard H. Nolan
	HOWARD H. NOLAN

[Signature Page to Howard H. Nolan Consulting and Non-Competition Agreement]

Exhibit 99.1

FOR IMMEDIATE RELEASE

BRIDGE BANCORP, INC. AND DIME COMMUNITY BANCSHARES, INC. CLOSE MERGER OF EQUALS

Hauppauge, New York, February 1, 2021 – - Bridge Bancorp Inc. (Nasdaq: BDGE) (“Bridge”) and Dime Community Bancshares, Inc. (Nasdaq: DCOM) (“Legacy Dime”) today announced the successful closing of the previously announced merger of equals between the respective companies.

Pursuant to the terms of the agreement dated July 1, 2020, each share of Legacy Dime was converted into 0.648 common shares of Bridge and the combined company was renamed Dime Community Bancshares, Inc. Beginning today, the combined company will trade on The NASDAQ Global Select Market under the ticker “DCOM”.

In addition, each share of Legacy Dime 5.50% Series A Non-Cumulative Perpetual Preferred Stock has converted into one share of Dime 5.50% Series A Non-Cumulative Perpetual Preferred Stock and beginning today will trade on The NASDAQ Global Select Market under the symbols “DCOMP”.

Chief Executive Officer Kevin O’Connor and Executive Chairman Kenneth Mahon issued the following joint statement: “The completion of this transaction unites two iconic New York community banks creating the premier community-based business bank in our region. Our enhanced branch footprint and increased capital base will allow the combined bank to better serve the needs of our customers across the greater New York and Long Island marketplaces. We are very excited to begin this new chapter in our institutions’ histories.”

Piper Sandler Companies acted as financial advisor, and rendered a fairness opinion to the board of directors of Bridge. Luse Gorman, PC served as legal counsel to Bridge. Raymond James acted as financial advisor, and rendered a fairness opinion to the board of directors of Legacy Dime. Holland & Knight LLP served as legal counsel to Legacy Dime.

Customers Will Not Experience Any Immediate Changes to Their Banking Relationship

As a result of the merger, customers will not experience any immediate changes to their accounts, loan payment terms, access to account information through mobile and online banking applications, use of debit cards, or access to ATMs. The company expects to combine its banking technology platforms by early in the second quarter of 2021 without any disruption to customers. Customers can find additional information at Dime.com/merger.

Creating a Premier Community-Based Bank in New York

The merger combines two complementary banking technology platforms to create a premier community-based business bank. The combined company will have over $12 billion in assets, over $9 billion in total deposits, and over 60 branches spanning Manhattan to Montauk.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the “Merger”) between Bridge and Dime, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts; and (iii) other statements identified by words such as “may,” “assumes,” “approximately,” “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of management of Dime and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Dime. In addition, these forward-looking statements are subject to various risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Bridge and Dime may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees and customers, may be greater than expected; (4) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which Dime is engaged; (5) the interest rate environment may further compress margins and adversely affect net interest income; (6) results may be adversely affected by continued adverse changes to credit quality; (7) competition from other financial services companies in Dime’s markets could adversely affect operations; (8) an economic slowdown could adversely affect credit quality and loan originations; (9) the COVID-19 pandemic is adversely affecting Dime and its customers, employees and third-party service providers; the adverse impacts of the pandemic on their respective business, financial position, operations and prospects have been material, and it is not possible to accurately predict the extent, severity or duration of the pandemic or when normal economic and operation conditions will return; and (10) other factors that may affect future results of Dime including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Dime and Bridge’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s Internet site (http://www.sec.gov).

Dime cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Dime or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Dime does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Dime Community Bancshares, Inc.

Investor Relations Contact:

Avinash Reddy
Senior Executive Vice President – Chief Financial Officer
Phone: 718-782-6200; Ext. 5909
Email: areddy@dime.com