EXHIBIT 4.1





                             BRIDGE CAPITAL HOLDINGS


                              AMENDED AND RESTATED


                             2001 STOCK OPTION PLAN


<PAGE>


                             BRIDGE CAPITAL HOLDINGS
                              AMENDED AND RESTATED
                             2001 STOCK OPTION PLAN


1.       Purpose.

         The purpose of the Bridge Capital Holdings Amended and Restated 2001
Stock Option Plan (hereinafter the "Plan") is to provide a means whereby
directors, officers and certain employees of Bridge Capital Holdings and its
affiliates (hereinafter collectively the "Company") may be given an opportunity
to purchase shares of the Common Stock of the Company (hereinafter the "Common
Stock"). The Plan is intended to advance the interests of the Company by
encouraging stock ownership on the part of directors, officers and employees, by
enabling the Company to secure and retain the services of highly qualified
persons and by providing directors, officers and employees with an additional
incentive to make every effort to enhance the success of the Company.

         The word "affiliate" as used in this Plan, means any corporation in an
unbroken chain of corporations beginning or ending with the Company, if at the
time of the granting of an option, each such corporation other than the last in
that chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain.

2.       Administration.

         This Plan shall be administered by a committee (the "Compensation
Committee") consisting of certain members of the Board of Directors (the
"Board") who from time to time shall be selected by the Board. Any action of the
Compensation Committee with respect to the administration of the Plan shall be
taken pursuant to a majority vote, or the unanimous written consent, of its
members. If no Compensation Committee is selected, the Board as a whole shall
act as such Compensation Committee. Vacancies occurring in the membership of the
Compensation Committee shall be filled by appointment by the Board. With regard
to the granting of a stock option to a member of the Board such member must
abstain from voting,

Subject to the express provisions of the Plan, the Compensation Committee (or
the Board, if applicable) shall have the authority to construe and interpret the
Plan, define the terms used therein, prescribe, amend and rescind, rules and
regulations relating to administration of the Plan, and make all other
determinations necessary or advisable for administration of the Plan.
Determinations of the Compensation Committee (or the Board, if applicable) on
matters referred to in this section shall be final and conclusive.

3.       Stock Subject to Option.

         Subject to adjustment as provided in Section 13 hereof, options may be
granted by the Company from time to time to purchase one million seven hundred
ninety-four thousand seven hundred and eighty-eight (1,794,788) shares of the
Company's Common Stock (the "Shares"). If any option shall be canceled,
surrendered or expire for any reason without having been exercised in full, the
underlying shares subject thereto shall again be available for purposes of this
Plan.

<PAGE>

4.       Participants.

         Participants in the Plan shall be those directors, officers, employees
and consultants of the Company to whom options may be granted from time to time
by the Board of Directors or the Committee (the "Participants"). For purposes of
this Plan a consultant is defined as an independent contractor who performs
services for the Company or an affiliate of the Company and who is not a member
of the Board of Directors of the Company or an affiliate of the Company.

5.       Incentive Stock Options.

         (a) Incentive stock options granted under this Plan are intended to be
qualified under Section 422 of the Internal Revenue Code of 1996, as amended
from time to time (the "Code"). Each incentive stock option agreement shall
contain such terms and provisions as the Compensation Committee (or the Board,
if applicable) may determine to be necessary in order to qualify options granted
thereunder as incentive stock options within the meaning of Section 422 of the
Code.

         (b) Full-time salaried officers and key employees of the Company or of
subsidiary corporations (as that term is defined in Section 424(f) of the Code)
shall be eligible for selection to participate in the incentive stock option
portion of the Plan. No director of this Company who is not also a full-time
salaried officer or employee of the Company or a subsidiary corporation may be
granted an incentive stock option hereunder. Subject to the express provisions
of the Plan, the Compensation Committee (or the Board, if applicable) shall
select from the eligible class of employees and make recommendation to the Board
concerning the individuals to whom incentive stock options shall be granted, the
terms and provisions of the respective incentive stock option agreements, the
times at which such incentive stock options shall be granted, and the number of
shares subject to each incentive option. An individual who has been granted an
incentive stock option hereunder may, if be or she is otherwise eligible, be
granted additional incentive stock options if the Board shall so determine.

         (c) The Board shall determine the individuals who shall receive
incentive stock options and the terms and provisions of the incentive stock
options, and shall grant such incentive stock options to such individuals.
Notwithstanding the above, however, the Board may delegate to the Compensation
Committee the power to determine the individuals who shall receive incentive
stock options and the terms and provisions of such incentive stock options, and
the power to grant incentive stock Options to such individuals.

         (d) Except as described in subsection (f) below, the Board or the
Compensation Committee, if authorized, shall not grant an incentive stock option
to purchase shares of the Company's common stock to any individual who, at the
time of the grant, owns stock possessing more than 10% of the total combined
voting power or value of all classes of stock of the Company or a subsidiary
corporation. The attribution rules of Section 424(d) of the Code shall apply in
the determination of ownership of stock for these purposes.

         (e) The aggregate fair market value (determined as of the time the
incentive stock option is granted) of stock with respect to which incentive
stock options are exercisable for the first time by an individual during any
calendar year (under all plans, of the Company and its subsidiary corporations,
if any), shall not exceed $100,000, plus any greater amount as may be permitted
under subsequent amendments to the Code.

                                       2

<PAGE>

         (f) The purchase price of stock subject to each incentive stock option
shall be determined by the Board (or the Compensation Committee, it authorized),
but shall not be less than the greater of $5.00 per share or one hundred percent
(100%) of the fair market value of such stock at the time such option is
granted, except, in the case of officers and key employees who at the time of
the grant own more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or a subsidiary corporation (as defined in
Section 422 of the Code), in which case the purchase price of the stock shall
not be less than the greater of $5.50 per share or 110 percent (110%) of the
fair market value of such stock at the time such option is granted and the term
of such option shall be for no more than five (5) years. The fair market value
of such stock shall be determined in accordance with any reasonable valuation
method, including the valuation methods described in Treasury Regulation Section
20.2031-2.

         (g) No incentive stock option pursuant to this Plan shall be granted to
any eligible individual, if such option grant along with all other outstanding
stock options of such individual would result in such individual having options
to acquire a number of shares of the Company that would in total be in excess of
ten percent (10%) of the outstanding shares of the Company.

6.       Nonqualified Stock Options.

         (a) All options granted which are (i) in excess of the aggregate fair
market value limitations set forth in Section 5(e) hereof, (ii) designated at
the time of the grant as "nonqualified", or (iii) intended to be incentive stock
options but do not meet the requirements of incentive stock options, shall be
deemed nonqualified stock options. Nonqualified stock options granted hereunder
shall be so designated in the nonqualified stock option agreement entered into
between the Company and the optionee.

         (b) Directors, full-time salaried officers (including full-time
salaried officers who are also directors) and key employees of the Company or a
subsidiary corporation shall be eligible for selection to participate in the
nonqualified stock option portion of the Plan. Subject to the express provisions
of the Plan, the Compensation Committee (or the Board, if applicable) shall

                  (i) select from the eligible class of individuals and make
recommendations to the Board concerning the individuals to whom nonqualified
stock options shall be granted,

                  (ii) determine the discretionary terms and provisions of the
respective nonqualified stock option agreements (which need not be identical),

                  (iii) determine the times at which such nonqualified stock
options shall be granted, and

                  (iv) determine the number of shares subject to each
nonqualified stock option. An individual who has been granted a nonqualified
stock option may, if he or she is otherwise eligible, be granted additional
nonqualified stock options if the Board shall so determine.

         (c) The Board shall determine the individuals, who shall receive
nonqualified stock options and the terms and provisions of the nonqualified
stock options, and shall grant such nonqualified stock options to such
individuals.

                                       3

<PAGE>

         Notwithstanding the above, however, the Board may delegate to the
Compensation Committee the power to determine the individuals who shall receive
nonqualified stock options, the terms and provisions of such nonqualified stock
options, and the power to grant nonqualified stock options to such individuals.

         (d) The purchase price of stock subject to each nonqualified stock
option shall be determined by the Board (or the Compensation Committee, if
authorized), but shall not be less than the greater of $5.00 per share or one
hundred percent (100%) of the fair market value of such stock at the time such
option is granted. The fair market value or such stock shall be determined in
accordance with any reasonable valuation method, including the valuation methods
described in Treasury Regulation 20.2031-2.

         (e) No nonqualified stock option pursuant to this Plan shall be granted
to any eligible individual, if such option grant along with all other
outstanding stock options of such individual would result in such individual
having options to acquire a number of shares of the Company that would in total
be in excess of ten percent (10%) of the outstanding shares of the Company.

7.       Continuation of Employment.

         Nothing contained in the Plan (or in any option agreement) shall
obligate the Company or any subsidiary corporation to employ any optionee for
any period or interfere in any way with the right of the Company or a subsidiary
corporation to reduce the optionee's compensation. However, except as otherwise
permitted in the Plan, the Company may not change the terms of any option
without the approval of the optionee.

8.       Exercise of Options.

         (a) PROCEDURE FOR EXERCISE OF OPTIONS. No option shall be exercisable
until all necessary regulatory and shareholder approvals for this Plan are
obtained. Except as otherwise provided in this section, each option shall be
exercisable in such installments, which need not be equal or identical, and upon
such contingencies as the Board (or the Compensation Committee, if authorized)
shall determine; provided, however, that (i) options shall vest at over at least
a three year period; and (ii) if an optionee shall not in any given installment
period purchase all of the shares which the optionee is entitled to purchase in
such installment period, the optionee's right to purchase any shares not
purchased in such installment period shall continue until expiration or
termination of such option. Fractional share interests shall be disregarded,
except that they may be accumulated. Not less than ten (10) shares may be
purchased at any one time unless the number of shares purchased is the total
number of shares which is exercisable at such time. Options shall be exercised
by written notice delivered to the Company stating the number of shares with
respect to which the option is being exercised. Payment of the exercise price
shall be made either (i) in cash (including check bank draft or money order), or
(ii) with the consent of the Board (or the Compensation Committee, if
authorized) and subject to Section 8(b), by delivering shares of common stock
already owned by the optionee or by cashless exercise, or (iii) by a combination
of these forms of payment. If the option is being exercised by any person other
than the optionee, said notice shall be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person to exercise the option.
Optionees will have no rights as shareholders with respect to stock of the
Company subject to their stock option agreements until the date of issuance of
the stock certificate to them.

                                       4

<PAGE>

         (b) PAYMENT WITH STOCK. With the consent of the Board (or the
Compensation Committee, if authorized), the optionee may deliver common stock
already owned by the optionee, valued at fair market value as of the closing
date, in full or partial payment of the exercise price of the shares of common
stock subject to any option; provided, however, that no common stock already
owned by the optionee which is "statutory option stock" as defined in Section
424(c)(3) of the Code may be delivered in payment of the exercise price if the
applicable holding period requirements for such common stock under Sections
422(a)(1) or 423(a)(1) of the Code have not been met at the time of exercise.

         (c) CASHLESS EXERCISE. With the consent of the Board (or the
Compensation Committee, if authorized) and subject to applicable holding periods
after grant of an option, an optionee may engage through a broker in a "cashless
exercise," pursuant to which the optionee sells all or some of the shares
acquired substantially simultaneously with the exercise of the option and remits
to the Company net proceeds of the sale equal to the exercise price, and in such
case the Company shall cooperate with the optionee in this process; provided,
the optionee shall bear any costs of such process.

         (d) TAX WITHHOLDING ON OPTIONS EXERCISED BY AN EMPLOYEE. The Company
will not deliver shares to an employee/optionee upon the exercise of an option
unless the optionee has agreed to satisfactory arrangements for meeting all
applicable federal, state, and local tax withholding requirements; provided,
however, that the Board (or the Compensation Committee, if authorized) may
permit an employee who exercises a non-qualified stock option to satisfy all or
part of his or her withholding tax obligation by having the Company withhold a
portion of the shares that otherwise would be issued to him or her upon exercise
of the non-qualified stock options.

9.       Nontransferability of Options.

         Each option shall, by its terms, be nontransferable by the optionee
other than by will or the laws of descent and distribution, and shall be
exercisable during his or her lifetime only by the optionee; provided, however,
that any non-qualified option may be transferred by the optionee to any member
of the optionee's immediate family, to a partnership the members of which are
all members of the optionee's immediate family, or to a family trust the
beneficiaries of which are all members of the optionee's immediate family.

10.      Cessation of Directorship or Employment.

         Except as provided in Sections 10 and 20 hereof, if an optionee ceases
to be a director, consultant or an employee of the Company or an affiliate of
the Company for any reason other than his or her disability (as defined in
Section 22(c)(3) of the Code) or death, the optionee's option shall expire
ninety (90) days (or, in the case of a non-qualified option, following such
longer period as may be specified by the Board or the Compensation Committee, if
authorized) after the date of termination of such directorship or employment.
During the period after cessation of directorship or employment, such option
shall be exercisable only as to those installments, if any, which have accrued
and/or vested as of the date on which the optionee ceased to be a director or
employee of the Company or an affiliate of the Company.


                                       5

<PAGE>

11.      Termination for Cause.

         If a Participant is determined by the Board of Directors to have
committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to
the Company or its stockholders, or to have deliberately disregarded the rules
of the Company which resulted in loss, damage or injury to the Company, or if a
Participant is removed from any office of the Company by any regulatory agency,
or if a director Participant is removed from office pursuant to Section 302 or
Section 304 of the California Corporations Code, neither the Participant nor the
Participant's estate shall be entitled to exercise any option with respect to
any Shares whatsoever after termination of employment or officer status, whether
or not after termination of employment or officer status the Participant may
receive payment from the Company for vacation pay, for services rendered prior
to termination, for services for the day on which termination occurred, for
salary in lieu of notice, or for other benefits. In making such determination
the Board of Directors shall act fairly and shall give the Participant an
opportunity to appear and be heard at a hearing before the full Board of
Directors and present evidence on the Participant's behalf. For the purpose of
this section, termination of employment or officer status shall be deemed to
occur when the Company dispatches notice or advice to the Participant that the
Participant's employment or status as an officer is terminated and not at the
time of the Participant's receipt thereof.

12.      Disability or Death of Optionee.

         (a) DEATH. If a Participant's employment or status as an officer,
director or consultant is terminated by death, the Participant's estate shall
have the right for a period of twelve (12) months following the date of death to
exercise Participant's option to purchase Shares to the extent the Participant
was entitled to exercise such option on the date of the Participant's death,
provided the actual date of exercise is in no event after the expiration of the
term of the option. In the sole discretion of the Board (or the Compensation
Committee, if authorized), Participant's estate shall have the right to exercise
Participant's option to purchase Shares to the extent of any unexercised portion
of the option, whether or not vested under this Plan or any applicable stock
option agreement, again provided the actual date of exercise is in no event
after the expiration of the term of the option.

         A Participant's "estate" shall mean the Participant's legal
representative or any person who acquires the right to exercise an option by
reason of the Participant's death.

         (b) DISABILITY. If a Participant's employment or status as an officer,
director or consultant is terminated by total and permanent disability, such
Participant or such Participant's qualified representative shall have the right
for a period of twelve (12) months following the date of such disability to
exercise the option to the extent the Participant was entitled to exercise such
option on the date of the Participant's disability, provided the actual date of
exercise is in no event after the expiration of the term of the option.
"Disability" is defined in 22(e)(3) of the Code.

13.      Adjustment Upon Changes in Capitalization.

         If the outstanding shares of the stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock consolidation or otherwise,
without consideration to the Company, an appropriate and proportionate
adjustment shall be made in the number and kind of shares as to which options
may be granted. A corresponding adjustment changing the number or kind of shares
and the exercise price per share allocated to unexercised options or portions
thereof which shall have been granted prior to any such change shall likewise be
made. Any adjustment under this Section 13 shall be made by the Board, whose

                                       6

<PAGE>

determination as to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock shall be issued or
made available under the Plan on account of any such adjustment, and fractional
share-interests shall be disregarded, except that they may be accumulated.

14.      Terminating Events.

         A Terminating Event shall be defined as any one of the following
events: (i) a dissolution or liquidation or the Company, (ii) a reorganization,
merger or consolidation of the Company with one or more corporations, the result
of which (A) the Company is not the surviving corporation or (B) the Company
becomes a subsidiary of another corporation (which shall be deemed to have
occurred if another corporation shall own directly or indirectly, over 80% of
the aggregate voting power of all outstanding equity securities of the Company);
(iii) a sale of substantially all the assets of the Company to another
corporation, or (iv) a sale of the equity securities or the Company representing
more than 80% of the aggregate voting power of all outstanding equity securities
of the Company to any person or entity, or any group of persons and/or entities
acting in concert. Upon a Terminating Event, the Company shall deliver to each
optionee, no less than thirty (30) days prior to the Terminating Event, written
notification of the Terminating Event and the optionee's right to exercise all
options granted pursuant to this Plan. In the sole discretion of the Board (or
the Compensation Committee, if authorized), the grant of Options may provide
that immediately prior to such Terminating Event, all outstanding options
granted pursuant to a Stock Option Agreement shall completely vest and become
immediately exercisable as to all shares granted pursuant to the option whether
or not vested under this Plan or applicable stock option agreement. This right
of exercise shall be conditional upon execution of a final plan of dissolution
or liquidation or a definitive agreement of consolidation or merger. Upon the
occurrence of the Terminating Event all then outstanding options and the Plan
shall terminate; provided, however, that any outstanding options not exercised
as of the occurrence of the Terminating Event shall not terminate if there is a
successor corporation which assumes the outstanding options or substitutes for
such options new options covering the stock of the successor corporation with
appropriate adjustments as to the number and kind of shares and prices. The
vesting period of options so assumed shall not be deemed to have accelerated as
result of the Terminating Event.

15.      Amendment and Termination.

         The Board may at any time suspend, amend or terminate the Plan and may,
with the consent of the optionee, make such modification of the terms and
conditions of the option as it shall deem advisable; provided that, except as
permitted under the provisions of Sections 13 and 14 hereof, no amendment or
modification which would:

           (a)      increase the maximum number of shares which may be purchased
                    pursuant to options granted under the Plan either in the
                    aggregate or by an individual;

           (b)      change the minimum option price;

           (c)      increase the maximum term of options provided for herein; or

           (d)      permit options to be granted to anyone other than directors,
                    consultants, full-time salaried officers (including a
                    full-time salaried officer who is also a director) or key
                    employees of the Company or a subsidiary corporation;

                                       7

<PAGE>

may be adopted without the Company having first obtained any necessary
regulatory and shareholder approvals required by law. No option may be granted
during any suspension or after termination of the Plan. Amendment, suspension or
termination of the Plan shall not (except as otherwise provided in Section 13
hereof), without the consent of the optionee, alter or impair any rights or
obligations under any option theretofore granted.

16.      Time of Granting Options.

         The time an option is granted, sometimes referred to as the date of
grant, shall be the day of the action of the Board (or Compensation Committee,
if authorized) described in Sections 4(c) and 5(c) hereof; provided, however,
that if appropriate resolutions of the Board (or the Compensation Committee, if
authorized) indicate that an option is granted as of and on some future date,
the time such option is granted shall be such future date. If action by the
Board (or the Compensation Committee, if authorized) is taken by unanimous
written consent of its members, the action of the Board (or the Compensation
Committee) shall be deemed to be at the time the last Board (or Compensation
Committee) member signs the consent.

17.      Privileges of Stock Ownership; Securities Law Compliance.

         No optionee shall be entitled to the privileges of stock ownership as
to any shares of stock not actually issued. No shares shall be purchased upon
the exercise of any option unless and until all applicable requirements of any
regulatory agency having jurisdiction over the Company and all applicable
requirements of any exchange upon which stock of the Company may be listed,
shall have been fully complied with.

18.      Effective Date of the Plan.

         The Plan shall be deemed adopted by the Board as of March 27, 2001 and
shall be effective immediately subject to approval by the shareholders of the
Company (within one year after adoption by the Board) by vote of a majority of
the outstanding shares represented and voting at a meeting of shareholders and
by a majority of the disinterested shares represented and voting at the meeting
of the shareholders, and the approval of all applicable regulatory agencies.

19.      Termination.

         Unless previously terminated by the Board, the Plan shall terminate at
the close of business on a date ten (10) years from the earlier of the date of
approval by the Company's outstanding shares or the date of adoption of this
Plan by the Board. No options shall be granted under the Plan thereafter, but
such termination shall not affect any option theretofore granted.

20.      Option Agreement.
         Each option shall be evidenced by a written stock option agreement
executed by the Company and the optionee and shall contain each of the
provisions and agreements herein specifically required to be contained therein,
and such other terms and conditions as are deemed desirable and are not
inconsistent with the Plan. A copy of the stock option agreement and this Plan
shall be furnished to each optionee.

                                       8

<PAGE>

21. Option Period.

         Each option and all rights and obligations thereunder shall expire on
such date as the Board (or the Compensation Committee if authorized) may
determine, but not later than ten (10) years from the date such option is
granted, and shall be subject to earlier termination as provided elsewhere in
the Plan.


                                      9