**BY-LAWS**




**OF**




**BRIDGE
      CAPITAL HOLDINGS**




**(a
      California corporation)**





(as
      amended through December 20, 2007)







TABLE
      OF CONTENTS


SECTION 1.
              OFFICES
              11.1
              Principal
                  Office
              11.2
              Other
                  Offices
              1SECTION 2.
              DIRECTORS
              12.1
              Exercise
                  of Corporate Powers
              12.2
              Number
              12.3
              Qualification
                  of Directors
              12.4
              Compensation
              22.5
              Election
                  and Term of Office
              22.6
              Vacancies
              22.7
              Nominations
                  for Election of Directors
              22.8
              Removal
              3SECTION 3.
              OFFICERS
              33.1
              Election
                  and Qualifications
              33.2
              Term
                  of Office and Compensation
              43.3
              Removal
                  and Vacancies
              4SECTION 4.
              CHAIRMAN
                  OF THE BOARD
              44.1
              Powers
                  and Duties
              4SECTION 5.
              PRESIDENT
              45.1
              Powers
                  and Duties
              45.2
              President
                  pro tem
              5SECTION 6.
              VICE
                  PRESIDENTS
              56.1
              Powers
                  and Duties
              5SECTION 7.
              SECRETARY
              57.1
              Powers
                  and Duties
              5SECTION 8.
              CHIEF
                  FINANCIAL OFFICER
              68.1
              Powers
                  and Duties
              6SECTION 9.
              COMMITTEES
                  OF THE BOARD
              79.1
              Appointment
                  and Procedure
              79.2
              Powers
              7
  i
  TABLE
          OF CONTENTS
 (continued)
 9.3
              Executive
                  Committee
              7SECTION 10.
              MEETINGS
                  OF SHAREHOLDERS
              810.1
              Place
                  of Meetings
              810.2
              Time
                  of Annual Meetings
              810.3
              Special
                  Meetings
              810.4
              Notice
                  of Meetings
              810.5
              Delivery
                  of Notice
              910.6
              Adjourned
                  Meetings
              910.7
              Consent
                  to Shareholders’ Meeting
              910.8
              Quorum
              1010.9
              Voting
                  Rights
              1010.10
              Determination
                  of Holders of Record
              1010.11
              Elections
                  for Directors
              1110.12
              Proxies
              1210.13
              Inspectors
                  of Election
              12SECTION 11.
              MEETINGS
                  OF DIRECTORS
              1311.1
              Place
                  of Meetings
              1311.2
              Regular
                  Meetings
              1311.3
              Special
                  Meetings
              1311.4
              Notice
                  of Meetings
              1311.5
              Quorum
              1311.6
              Adjourned
                  Meetings
              1311.7
              Waiver
                  of Notice and Consent
              1311.8
              Action
                  Without a Meeting
              1411.9
              Conference
                  Telephone Meetings
              1411.10
              Meetings
                  of Committees
              14SECTION 12.
              SUNDRY
                  PROVISIONS
              1412.1
              Instruments
                  in Writing
              1412.2
              Fiscal
                  Year
              1412.3
              Shares
                  Held by the Corporation
              14
  ii
 
  TABLE
            OF CONTENTS
 (continued)
 12.4
              Certificates
                  of Stock
              1412.5
              Lost
                  Certificates
              1412.6
              Certification
                  and Inspection of By-Laws
              1512.7
              Notices
              1512.8
              Reports
                  to Shareholders
              1512.9
              Indemnification
                  of Directors, Officers and Employees
              15SECTION 13.
              CONSTRUCTION
                  OF BY-LAWS WITH REFERENCE TO PROVISIONS OF LAW
              1613.1
              Definitions
              1613.2
              By-Law
                  Provisions Additional and Supplemental to Provisions of Law
              1613.3
              By-Law
                  Provisions Contrary to or Inconsistent with Provisions of Law
              16SECTION 14.
              ADOPTION,
                  AMENDMENT OR REPEAL OF BY-LAWS
              1614.1
              By
                  Shareholders
              1614.2
              By
                  the Board of Directors
              17




iii




**BY-LAWS**




**OF**




**BRIDGE
      CAPITAL HOLDINGS**




**(a
      California corporation)**




**Section 1.**  **OFFICES**




**1.1**  **Principal
      Office.** The
      principal office for the transaction of the business of the corporation shall
      be
      located at 55 Almaden Boulevard, Suite 200, City of San Jose, County of Santa
      Clara, State of California. The Board of Directors is hereby granted full power
      and authority to change said principal office to another location within or
      without the State of California.




**1.2**  **Other
      Offices.** One
      or
      more branch or other subordinate offices may at any time be fixed and located
      by
      the Board of Directors at such place or places within or without the State
      of
      California as it deems appropriate.




**Section 2.**  **DIRECTORS**




**2.1**  **Exercise
      of Corporate Powers.** Except
      as
      otherwise provided by the Articles of Incorporation of the corporation or by
      the
      laws of the State of California now or hereafter in force, the business and
      affairs of the corporation shall be managed and all corporate powers shall
      be
      exercised by or under the direction of the Board of Directors. The Board may
      delegate the management of the day-to-day operation of the business of the
      corporation as permitted by law, provided that the business and affairs of
      the
      corporation shall be managed and all corporate powers shall be exercised under
      the ultimate direction of the Board.




**2.2**  **Number.** The
      number of the corporation’s directors shall be not less than six nor more than
      eleven, the exact number within such minimum and maximum limits to be fixed
      and
      determined from time to time by resolution of a majority of the full Board
      or by
      resolution of a majority of the shareholders at any meeting
      thereof.




**2.3**  **Qualification
      of Directors.** No
      person
      shall serve as a member of the Board of Directors: (i) who is a director,
      officer, employee, agent, nominee, material consulting accountant, analyst,
      attorney or policy decision maker for any other financial institution, lender
      or
      bank holding company or affiliate or subsidiary thereof; or (ii) who has been
      or
      is the assignee or nominee of anyone who has any contract, arrangement or
      understanding with any other financial institution, lender or bank holding
      company, or affiliate or subsidiary thereof, or with any officer, director,
      employee, agent, nominee, material consulting accountant, analyst, attorney
      or
      policy decision maker thereof, pursuant to which that person could be called
      upon to reveal or in any way utilize information obtained as a director or
      will,
      directly or indirectly, attempt to effect or encourage any action of this
      corporation, provided, however, that the Board of Directors, in its sole
      discretion, may permit a person who does not satisfy one or more of the
      qualifications listed above to serve as a member of the Board of Directors
      following the Board’s determination that such action will not compromise the
      business plan or strategic focus of the corporation. The Board of Directors
      of
      the Corporation, or a committee thereof, shall determine whether any person
      who
      seeks to become a director complies with the provisions of this Section 2.3.
      The
      directors of the corporation need not be shareholders of the
      corporation.







**2.4**  **Compensation.** Directors
      shall receive such compensation for their services as directors and such
      reimbursement for their expenses of attendance at meetings as may be determined
      from time to time by resolution of the Board. Nothing herein contained shall
      be
      construed to preclude any director from serving the corporation in any other
      capacity and receiving compensation therefor.




**2.5**  **Election
      and Term of Office.** At
      each
      annual meeting of shareholders, directors shall be elected to hold office until
      the next annual meeting, provided that, if for any reason, said annual meeting
      or an adjournment thereof is not held or the directors are not elected thereat,
      then the directors may be elected at any special meeting of the shareholders
      called and held for that purpose. The term of office of the directors shall
      begin immediately after their election and shall continue until the expiration
      of the term for which elected and until their respective successors have been
      elected and qualified.




**2.6**  **Vacancies.** A
      vacancy
      or vacancies in the Board of Directors shall exist when any authorized position
      of director is not then filled by a duly elected director, whether caused by
      death, resignation, removal, change in the authorized number of directors (by
      the Board or the shareholders) or otherwise. The Board of Directors may declare
      vacant the office of a director who has been declared of unsound mind by an
      order of court or convicted of a felony. Except for a vacancy created by the
      removal of a director, vacancies on the Board may be filled by approval of
      the
      board or, if the number of directors then in office is less than a quorum,
      by
      (i) the unanimous written consent of the directors then in office,
      (ii) the affirmative vote of a majority of the directors then in office at
      a meeting held pursuant to notice or waivers of notice, or (iii) a sole
      remaining director. A vacancy created by the removal of a director may be filled
      only by the approval of the shareholders. The shareholders may elect a director
      at any time to fill any vacancy not filled by the directors. Any director may
      resign effective upon giving written notice to the Chairman of the Board, the
      President, the Secretary or the Board of Directors of the corporation, unless
      the notice specifies a later time for the effectiveness of such resignation.
      If
      the resignation is effective at a future time, a successor may be elected to
      take office when the resignation becomes effective.




**2.7**  **Nominations
      for Election of Directors.** Nominations for election of members of the Board of Directors may be made by
      the
      Board of Directors or by any holder of any outstanding class of capital stock
      of
      the corporation entitled to vote for the election of directors. Notice of
      intention to make any nominations (other than for persons named in the notice
      of
      any meeting called for the election of directors) are required to be made in
      writing and to be delivered or mailed to the president of the corporation by
      the
      later of: (i) the close of business 21 days prior to any meeting to stockholders
      called for the election of directors, or (ii) ten days after the date of mailing
      of notice of the meeting to stockholders. Such notification must contain the
      following information to the extent known to the notifying stockholder:
      (a) the name and address of each proposed nominee; (b) the principal
      occupation of each proposed nominee; (c) the number of shares of capital stock
      of the corporation owned by each proposed nominee; (d) the name and residence
      address of the notifying stockholder; (e) the number of shares of capital stock
      of the corporation owned by the notifying stockholder; (f) the number of shares
      of capital stock of any bank, bank holding company, savings and loan association
      or other depository institution owned beneficially by the nominee or by the
      notifying stockholder and the identities and locations of any such institutions;
      (g) whether the proposed nominee has ever been convicted of or pleaded nolo
      contendere to any criminal offense involving dishonesty or breach of trust,
      filed a petition in bankruptcy or been adjudged bankrupt; and (h) a statement
      regarding the nominee’s compliance with Section 2.3 of these by-laws. The
      notification shall be signed by the nominating stockholder and by each nominee,
      and shall be accompanied by a written consent to be named as a nominee for
      election as a director from each proposed nominee. Nominations not made in
      accordance with these procedures shall be disregarded by the Chairman of the
      meeting, and upon his instructions, the inspectors of election shall disregard
      all votes cast for each such nominee. The foregoing requirements do not apply
      to
      the nomination of a person to replace a proposed nominee who has become unable
      to serve as a director between the last day for giving notice in accordance
      with
      this paragraph and the date of election of directors if the procedure called
      for
      in this paragraph was followed with respect to the nomination of the proposed
      nominee. A copy of this Section 2.9 of these by-laws will be provided to any
      shareholder upon receipt of a written request therefore, addressed to the
      President of the corporation.




2




**2.8**  **Removal** .




(a)  Any
      or
      all of the directors may be removed without cause if such removal is approved
      by
      the affirmative vote of a majority of the outstanding shares entitled to vote
      at
      an election of directors, subject to the following:




(1)  No
      director may be removed (unless the entire Board is removed) when the votes
      cast
      against removal, or not consenting in writing to such removal, would be
      sufficient to elect such director if voted cumulatively at an election at which
      the same total number of votes were cast (or, if such action is taken by written
      consent, all shares entitled to vote were voted) and the entire number of
      directors authorized at the time of the director’s most recent election were
      then being elected; and




(2)  When
      by
      the provisions of the Articles the holders of the shares of any class or series,
      voting as a class or series, are entitled to elect one or more directors, any
      director so elected may be removed only by the applicable vote of the holders
      of
      the shares of that class or series.




(b)  Any
      reduction of the authorized number of directors does not remove any director
      prior to the expiration of such director’s term of office.




**Section 3.**  **OFFICERS**




**3.1**  **Election
      and Qualifications.** The
      officers of this corporation shall consist of a President, one or more Vice
      Presidents, a Secretary and a Chief Financial Officer who shall be chosen by
      the
      Board of Directors and such other officers, including a Chairman of the Board,
      as the Board of Directors shall deem expedient, all of whom shall be chosen
      in
      such manner and hold their offices for such terms as the Board of Directors
      may
      prescribe. Any two or more of such offices may be held by the same person.
      Any
      Vice President, Assistant Treasurer or Assistant Secretary, respectively, may
      exercise any of the powers of the President, the Chief Financial Officer, or
      the
      Secretary, respectively, as directed by the Board of Directors and shall perform
      such other duties as are imposed upon such officer by the By-Laws or the Board
      of Directors.




3




**3.2**  **Term
      of Office and Compensation.** The
      term
      of office and salary of each of said officers and the manner and time of the
      payment of such salaries shall be fixed and determined by the Board of Directors
      and may be altered by said Board from time to time at its pleasure, subject
      to
      the rights, if any, of said officers under any contract of
      employment.




**3.3**  **Removal
      and Vacancies.** Any
      officer of the corporation may be removed at the pleasure of the Board of
      Directors at any meeting or by vote of shareholders entitled to exercise the
      majority of voting power of the corporation at any meeting or at the pleasure
      of
      any officer who may be granted such power by a resolution of the Board of
      Directors. Any officer may resign at any time upon written notice to the
      corporation without prejudice to the rights, if any, of the corporation under
      any contract to which the officer is a party. If any vacancy occurs in any
      office of the corporation, the Board of Directors may elect a successor to
      fill
      such vacancy for the remainder of the unexpired term and until a successor
      is
      duly chosen and qualified.




**Section 4.**  **CHAIRMAN
      OF THE BOARD**




**4.1**  **Powers
      and Duties.** The
      Chairman of the Board of Directors, if there be one, shall have the power to
      preside at all meetings of the shareholders and of the Board of Directors,
      and
      to call meetings of the shareholders and of the Board of Directors to be held
      within the limitations prescribed by law or by these By-Laws, at such times
      and
      at such places as the Chairman of the Board shall deem proper. The Chairman
      of
      the Board shall have such other powers and shall be subject to such other duties
      as the Board of Directors may from time to time prescribe.




**Section 5.**  **PRESIDENT**




**5.1**  **Powers
      and Duties.** The
      powers and duties of the President are:




(a)  To
      act as
      the chief executive officer of the corporation and, subject to the control
      of
      the Board of Directors, to have general supervision, direction and control
      of
      the business and affairs of the corporation.




(b)  In
      the
      absence of the Chairman of the Board or if there be none, to preside at all
      meetings of the shareholders and of the Board of Directors.




(c)  To
      call
      meetings of the shareholders and also of the Board of Directors to be held,
      subject to the limitations prescribed by law or by these By-Laws, at such times
      and at such places as the President shall deem proper.




(d)  To
      affix
      the signature of the corporation to all deeds, conveyances, mortgages, leases,
      obligations, bonds, certificates and other papers and instruments in writing
      which have been authorized by the Board of Directors or which, in the judgment
      of the President, should be executed on behalf of the corporation, to sign
      certificates for shares of stock of the corporation and, subject to the
      direction of the Board of Directors, to have general charge of the property
      of
      the corporation and to supervise and control all officers, agents and employees
      of the corporation.




4




**5.2**  **President
      pro tem.** If
      neither the Chairman of the Board, the President, nor any Vice President is
      present at any meeting of the Board of Directors, a President pro tem may be
      chosen to preside and act at such meeting. If neither the President nor any
      Vice
      President is present at any meeting of the shareholders, a President pro tem
      may
      be chosen to preside at such meeting.




**Section 6.**  **VICE
      PRESIDENTS**




**6.1**  **Powers
      and Duties.** In
      case
      of the absence, disability or death of the President, one of the Vice Presidents
      shall exercise all the powers and perform all the duties of the President.
      The
      order in which the Vice Presidents shall succeed to the powers and duties of
      the
      President shall be as fixed by the Board of Directors. The Vice Presidents
      shall
      have such other powers and perform such other duties as may be granted or
      prescribed by the Board of Directors.




**Section 7.**  **SECRETARY**




**7.1**  **Powers
      and Duties.** The
      powers and duties of the Secretary are:




(a)  To
      keep a
      book of minutes at the principal office of the corporation, or such other place
      as the Board of Directors may order, of all meetings of its directors and
      shareholders with the time and place of holding, whether regular or special,
      and, if special, how authorized, the notice thereof given, the names of those
      present at directors meetings, the number of shares present or represented
      at
      shareholders’ meetings and the proceedings thereof.




(b)  To
      keep
      the seal of the corporation and to affix the same to all instruments which
      may
      require it.




(c)  To
      keep
      or cause to be kept at the principal office of the corporation, or at the office
      of the transfer agent or agents, a share register, or duplicate share registers,
      showing the names of the shareholders and their addresses, the number and
      classes of shares held by each, the number and date of certificates issued
      for
      shares, and the number and date of cancellation of every certificate surrendered
      for cancellation.




(d)  To
      keep a
      supply of certificates for shares of the corporation, to fill in all
      certificates issued, and to make a proper record of each such issuance;
      provided, that so long as the corporation shall have one or more duly appointed
      and acting transfer agents of the shares, or any class or series of shares,
      of
      the corporation, such duties with respect to such shares shall be performed
      by
      such transfer agent or transfer agents.




(e)  To
      transfer upon the share books of the corporation any and all shares of the
      corporation; provided, that so long as the corporation shall have one or more
      duly appointed and acting transfer agents of the shares, or any class or series
      of shares, of the corporation, such duties with respect to such shares shall
      be
      performed by such transfer agent or transfer agents, and the method of transfer
      of each certificate shall be subject to the reasonable regulations of the
      transfer agent to which the certificate is presented for transfer, and also,
      if
      the corporation then has one or more duly appointed and acting registrars,
      to
      the reasonable regulations of the registrar to which the new certificate is
      presented for registration; and provided, further, that no certificate for
      shares of stock shall be issued or delivered or, if issued or delivered, shall
      have any validity whatsoever until and unless it has been signed or
      authenticated in the manner provided in Section 12 hereof.




5




(f)  To
      make
      service and publication of all notices that may be necessary or proper, and
      without command or direction from anyone. In case of the absence, disability,
      refusal or neglect of the Secretary to make service or publication of any
      notices, then such notices may be served and/or published by the President
      or a
      Vice President, or by any person thereunto authorized by either of them or
      by
      the Board of Directors or by the holders of a majority of the outstanding shares
      of the corporation.




(g)  Generally
      to do and perform all such duties as pertain to the office of Secretary and
      as
      may be required by the Board of Directors.




**Section 8.**  **CHIEF
      FINANCIAL OFFICER**




**8.1**  **Powers
      and Duties.** The
      powers and duties of the Chief Financial Officer are:




(a)  To
      supervise and control the keeping and maintaining of adequate and correct
      accounts of the corporation’s properties and business transactions, including
      accounts of its assets, liabilities, receipts, disbursements, gains, losses,
      capital, retained earnings and shares. The books of account shall at all
      reasonable times be open to inspection by any director.




(b)  To
      have
      the custody of all funds, securities, evidence of indebtedness and other
      valuable documents of the corporation and, at the Chief Financial Officer’s
      discretion, to cause any or all thereof to be deposited for the account of
      the
      corporation with such depositary as may be designated from time to time by
      the
      Board of Directors.




(c)  To
      receive or cause to be received, and to give or cause to be given, receipts
      and
      acquittances for moneys paid in for the account of the corporation.




(d)  To
      disburse, or cause to be disbursed, all funds of the corporation as may be
      directed by the Board of Directors, taking proper vouchers for such
      disbursements.




(e)  To
      render
      to the President and to the Board of Directors, whenever they may require,
      accounts of all transactions and of the financial condition of the
      corporation.




(f)  Generally
      to do and perform all such duties as pertain to the office of Chief Financial
      Officer and as may be required by the Board of Directors.




6




**Section 9.**  **COMMITTEES
      OF THE BOARD**




**9.1**  **Appointment
      and Procedure.** The
      Board
      of Directors may, by resolution adopted by a majority of the authorized number
      of directors, designate one or more Board committees. The Chairman of the Board
      of Directors shall designate two or more directors as members of each of the
      Board’s committees, subject to approval of the Chairman’s appointments by a
      majority of the authorized number of directors. Committee members shall serve
      at
      the pleasure of the Board. The Chairman of the Board, with the approval of
      a
      majority of the authorized number of directors, may designate one or more
      directors as alternate members of any committee, who may replace any absent
      member at any meeting of the committee. The Chairman of the Board shall also
      designate a chairman for each Board committee, subject to approval of the
      Chairman’s appointments by a majority of the authorized number of directors. The
      committee chairmen shall have the sole power to call any committee meetings
      other than meetings set by the Board.




**9.2**  **Powers.** Any
      committee appointed by the Board of Directors, to the extent provided in the
      resolution of the Board or in these By-Laws, shall have all the authority of
      the
      Board except with respect to:




(a)  the
      approval of any action which requires the approval or vote of the
      shareholders;




(b)  the
      filling of vacancies on the Board or on any committee;




(c)  the
      fixing of compensation of the directors for serving on the Board or on any
      committee;




(d)  the
      amendment or repeal of By-Laws or the adoption of new By-Laws;




(e)  the
      amendment or repeal of any resolution of the Board which by its express terms
      is
      not so amendable or repealable;




(f)  a
      distribution to the shareholders of the corporation, except at a rate, in a
      periodic amount or within a price range set forth in the articles or determined
      by the Board; and




(g)  the
      appointment of other committees of the Board or the members
      thereof.




**9.3**  **Executive
      Committee.** In
      the
      event that the Board of Directors appoints an Executive Committee, such
      Executive Committee, in all cases in which specific direction to the contrary
      shall not have been given by the Board of Directors, shall have and may
      exercise, during the intervals between the meetings of the Board of Directors,
      all the powers and authority of the Board of Directors in the management of
      the
      business and affairs of the corporation (except as provided in Section 9 hereof)
      in such manner as the Executive Committee may deem in the best interests of
      the
      corporation.




7




**Section 10.**  **MEETINGS
      OF SHAREHOLDERS**




**10.1**  **Place
      of Meetings.** Meetings
      (whether regular, special or adjourned) of the shareholders of the corporation
      shall be held at the principal office for the transaction of business as
      specified in accordance with Section 1.1 hereof, or any place within or
      without the State which may be designated by written consent of all the
      shareholders entitled to vote thereat, or which may be designated by the Board
      of Directors.




**10.2**  **Time
      of Annual Meetings.** The
      annual meeting of the shareholders shall be held on a date and at a time
      designated by the Board of Directors. The date so designated shall be within
      fifteen months of the last annual meeting.




**10.3**  **Special
      Meetings.** Special
      meetings of the shareholders may be called by the Board of Directors, the
      Chairman of the Board, the President or the holders of shares entitled to cast
      not less than 10 percent of the vote at the meeting.




**10.4**  **Notice
      of Meetings** .




(a)  Whenever
      shareholders are required or permitted to take any action at a meeting, a
      written notice of the meeting shall be given not less than 10 (or, if sent
      by
      third class mail, 30) nor more than 60 days before the day of the meeting
      to each shareholder entitled to vote thereat. Such notice shall state the place,
      date and hour of the meeting and (i) in the case of a special meeting, the
      general nature of the business to be transacted, and that no other business
      may
      be transacted, or (ii) in the case of the annual meeting, those matters
      which the Board, at the time of the mailing of the notice, intends to present
      for action by the shareholders but subject to the provisions of
      subdivision (b) any proper matter may be presented at the meeting for such
      action. The notice of any meeting at which directors are to be elected shall
      include the names of nominees intended at the time of the notice to be presented
      by the Board for election.




(b)  Any
      shareholder approval at a meeting, other than unanimous approval by those
      entitled to vote, on any of the matters listed below, shall be valid only if
      the
      general nature of the proposal so approved was stated in the notice of meeting
      or in any written waiver of notice:




(1)  a
      proposal to approve a contract or other transaction between the corporation
      and
      one or more of its directors, or between the corporation and any corporation,
      firm or association in which one or more directors has a material financial
      interest;




(2)  proposal
      to amend the Articles of Incorporation;




(3)  a
      proposal regarding a reorganization, merger or consolidation involving the
      corporation;




(4)  a
      proposal to wind up and dissolve the corporation;




(5)  a
      proposal to adopt a plan of distribution of the shares, obligations or
      securities of any other corporation, domestic or foreign, or assets other than
      money which is not in accordance with the liquidation rights of any preferred
      shares as specified in the Articles of Incorporation.


8




**10.5**  **Delivery
      of Notice.** Notice
      of a shareholders’ meeting or any report shall be given either personally or by
      first class mail or in the case of a corporation with outstanding shares held
      of
      record by 500 or more persons (determined as provided in Section 605 of the
      California General Corporation Law) on the record date for the shareholders’
meeting, notice may be sent third class mail, or other means of written
      communication, addressed to the shareholder at the address of such shareholder
      appearing on the books of the corporation or given by the shareholder to the
      corporation for the purpose of notice; or if no such address appears or is
      given, at the place where the principal executive office of the corporation
      is
      located or by publication at least once in a newspaper of general circulation
      in
      the county in which the principal executive office is located. The notice or
      report shall be deemed to have been given at the time when delivered personally
      or deposited in the mail or sent by other means of written communication. An
      affidavit of mailing of any notice or report in accordance with the provisions
      of this section, executed by the Secretary, Assistant Secretary or any transfer
      agent, shall be prima facie evidence of the giving of the notice or
      report.




If
      any
      notice or report addressed to the shareholder at the address of such shareholder
      appearing on the books of the corporation is returned to the corporation by
      United States Postal Service marked to indicate that the United States Postal
      Service is unable to deliver the notice or report to the shareholder at such
      address, all future notices or reports shall be deemed to have been duly given
      without further mailing if the same shall be available for the shareholder
      upon
      written demand of the shareholder at the principal executive office of the
      corporation for a period of one year from the date of the giving of the notice
      or report to all other shareholders.




**10.6**  **Adjourned
      Meetings.** When
      a
      shareholders’ meeting is adjourned to another time or place, unless the By-Laws
      otherwise require and except as provided in this section, notice need not be
      given of the adjourned meeting if the time and place thereof are announced
      at
      the meeting at which the adjournment is taken. At the adjourned meeting the
      corporation may transact any business which might have been transacted at the
      original meeting. If the adjournment is for more than 45 days or if after
      the adjournment a new record date is fixed for the adjourned meeting, a notice
      of the adjourned meeting shall be given to each shareholder of record entitled
      to vote at the meeting.




**10.7**  **Consent
      to Shareholders’ Meeting.** The
      transactions of any meeting of shareholders, however called and noticed, and
      wherever held, are as valid as though had at a meeting duly held after regular
      call and notice, if a quorum is present either in person or by proxy, and if,
      either before or after the meeting, each of the persons entitled to vote, not
      present in person or by proxy, signs a written waiver of notice or a consent
      to
      the holding of the meeting or an approval of the minutes thereof. All such
      waivers, consents and approvals shall be filed with the corporate records or
      made a part of the minutes of the meeting. Attendance of a person at a meeting
      shall constitute a waiver of notice of and presence at such meeting, except
      when
      the person objects, at the beginning of the meeting, to the transaction of
      any
      business because the meeting is not lawfully called or convened and except
      that
      attendance at a meeting is not a waiver of any right to object to the
      consideration of matters required by the California General Corporation Law
      to
      be included in the notice but not so included in the notice if such objection
      is
      expressly made at the meeting. Neither the business to be transacted at nor
      the
      purpose of any regular or special meeting of shareholders need be specified
      in
      any written waiver of notice, consent to the holding of the meeting or approval
      of the minutes thereof, unless otherwise provided in the Articles of
      Incorporation or By-Laws, except as provided in Section 10.




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**10.8**  **Quorum** .




(a)  The
      presence in person or by proxy of the persons entitled to vote the majority
      of
      the voting shares at any meeting shall constitute a quorum for the transaction
      of business. Except as provided in subdivision (b), the affirmative vote of
      a majority of the shares represented and voting at a duly held meeting at which
      a quorum is present (which shares voting affirmatively also constitute at least
      a majority of the required quorum) shall be the act of the shareholders, unless
      the vote of a greater number or voting by classes is required by law or the
      Articles of Incorporation or these By-Laws.




(b)  The
      shareholders present at a duly called or held meeting at which a quorum is
      present may continue to transact business until adjournment notwithstanding
      the
      withdrawal of the number of enough shareholders to leave less than a quorum,
      if
      any action taken (other than adjournment) is approved by at least a majority
      of
      the shares required to constitute a quorum.




(c)  In
      the
      absence of a quorum, any meeting of shareholders may be adjourned from time
      to
      time by the vote of a majority of the shares represented either in person or
      by
      proxy, but no other business may be transacted, except as provided in
      subdivision (b).




**10.9**  **Voting
      Rights.** Except
      as
      provided in Section 10 or in
      the Articles of Incorporation or in any statute relating to the election of
      directors or to other particular matters, each outstanding share, regardless
      of
      class, shall be entitled to one vote on each matter submitted to a vote of
      shareholders. Any holder of shares entitled to vote on any matter may vote
      part
      of the shares in favor of the proposal and refrain from voting the remaining
      shares or vote them against the proposal, other than elections to office, but,
      if the shareholder fails to specify the number of shares such shareholder is
      voting affirmatively, it will be conclusively presumed that the shareholder’s
      approving vote is with respect to all shares such shareholder is entitled to
      vote.




**10.10**  **Determination
      of Holders of Record** .




(a)  In
      order
      that the corporation may determine the shareholders entitled to notice of any
      meeting or to vote or entitled to receive payment of any dividend or other
      distribution or allotment of any rights or entitled to exercise any rights
      in
      respect of any other lawful action, the Board of Directors may fix, in advance,
      a record date, which shall not be more than 60 nor less than 10 days prior
      to the date of such meeting nor more than 60 days prior to any other
      action.




(b)  In
      the
      absence of any record date set by the Board of Directors pursuant to subdivision
      (a) above, then:




(1)  The
      record date for determining shareholders entitled to notice of or to vote at
      a
      meeting of shareholders shall be at the close of business on the business day
      next preceding the day on which notice is given or, if notice is waived, at
      the
      close of business on the business day next preceding the day on which the
      meeting is held.




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(2)  The
      record date for determining shareholders entitled to give consent to corporate
      action in writing without a meeting, when no prior action by the Board has
      been
      taken, shall be the day on which the first written consent is
      given.




(3)  The
      record date for determining shareholders for any other purpose shall be at
      the
      close of business on the day on which the Board adopts the resolution relating
      thereto, or the 60th day prior to the date of such other action, whichever
      is later.




(c)  A
      determination of shareholders of record entitled to notice of or to vote at
      a
      meeting of shareholders shall apply to any adjournment of the meeting unless
      the
      Board fixes a new record date for the adjourned meeting, but the Board shall
      fix
      a new record date if the meeting is adjourned for more than 45 days from
      the date set for the original meeting.




(d)  Shareholders
      at the close of business on the record date are entitled to notice and to vote
      or to receive the dividend, distribution or allotment of rights or to exercise
      the rights, as the case may be, notwithstanding any transfer of any shares
      on
      the books of the corporation after the record date, except as otherwise provided
      in the Articles or by agreement or applicable law.




**10.11**  **Elections
      for Directors.**




(a)  Every
      shareholder complying with subdivision (b) and entitled to vote at any
      election of directors may cumulate such shareholder’s votes and give one
      candidate a number of votes equal to the number of directors to be elected
      multiplied by the number of votes to which the shareholder’s shares are normally
      entitled, or distribute the shareholder’s votes on the same principle among as
      many candidates as the shareholder thinks fit.




(b)  No
      shareholder shall be entitled to cumulate votes (i.e., cast for any candidate
      a
      number of votes greater than the number of votes which such shareholder normally
      is entitled to cast) unless such candidate or candidates’ names have been placed
      in nomination prior to the voting and the shareholder has given written notice
      to the chairman of the meeting at the meeting prior to the voting of the
      shareholder’s intention to cumulate the shareholder’s votes. If any one
      shareholder has given such notice, all shareholders may cumulate their votes
      for
      candidates in nomination.




(c)  In
      any
      election of directors, the candidates receiving the highest number of
      affirmative votes of the shares entitled to be voted for them up to the number
      of directors to be elected by such shares are elected; votes against the
      director and votes withheld shall have no legal effect.




(d)  Elections
      for directors need not be by ballot unless a shareholder demands election by
      ballot at the meeting and before the voting begins or unless the By-Laws so
      require.




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**10.12**  **Proxies.**




(a)  Every
      person entitled to vote shares may authorize another person or persons to act
      by
      proxy with respect to such shares. Any proxy purporting to be executed in
      accordance with the provisions of the General Corporation Law of the State
      of
      California shall be presumptively valid.




(b)  No
      proxy
      shall be valid after the expiration of 11 months from the date thereof
      unless otherwise provided in the proxy. Every proxy continues in full force
      and
      effect until revoked by the person executing it prior to the vote pursuant
      thereto, except as otherwise provided in this section. Such revocation may
      be
      effected by a writing delivered to the corporation stating that the proxy is
      revoked or by a subsequent proxy executed by the person executing the prior
      proxy and presented to the meeting, or as to any meeting by attendance at such
      meeting and voting in person by the person executing the proxy. The dates
      contained on the forms of proxy presumptively determine the order of execution,
      regardless of the postmark dates on the envelopes in which they are
      mailed.




(c)  A
      proxy
      is not revoked by the death or incapacity of the maker unless, before the vote
      is counted, written notice of such death or incapacity is received by the
      corporation.




**10.13**  **Inspectors
      of Election** .




(a)  In
      advance of any meeting of shareholders the Board may appoint inspectors of
      election to act at the meeting and any adjournment thereof. If inspectors of
      election are not so appointed, or if any persons so appointed fail to appear
      or
      refuse to act, the chairman of any meeting of shareholders may, and on the
      request of any shareholder or a shareholder’s proxy shall, appoint inspectors of
      election (or persons to replace those who so fail or refuse) at the meeting.
      The
      number of inspectors shall be either one or three. If appointed at a meeting
      on
      the request of one or more shareholders or proxies the majority of shares
      represented in person or by proxy shall determine whether one or three
      inspectors are to be appointed.




(b)  The
      inspectors of election shall determine the number of shares outstanding and
      the
      voting power of each, the shares represented at the meeting, the existence
      of a
      quorum and the authenticity, validity and effect of proxies, receive votes,
      ballots or consents, hear and determine all challenges and questions in any
      way
      arising in connection with the right to vote, count and tabulate all votes
      or
      consents, determine when the polls shall close, determine the result and do
      such
      acts as may be proper to conduct the election or vote with fairness to all
      shareholders.




(c)  The
      inspectors of election shall perform their duties impartially, in good faith,
      to
      the best of their ability and as expeditiously as is practical. If there are
      three inspectors of election, the decision, act or certificate of a majority
      is
      effective in all respects as the decision, act or certificate of all. Any report
      or certificate made by the inspectors of election is prima facie evidence of
      the
      facts stated therein.




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**Section 11.**  **MEETINGS
      OF DIRECTORS**




**11.1**  **Place
      of Meetings.** Unless
      otherwise specified in the notice thereof, meetings (whether regular, special
      or
      adjourned) of the Board of Directors of this corporation shall be held at the
      principal office of the corporation for the transaction of business, as
      specified in accordance with Section 1 hereof,
      which is hereby designated as an office for such purpose in accordance with
      the
      laws of the State of California, or at any other place within or without the
      State which has been designated from time to time by resolution of the Board
      or
      by written consent of all members of the Board.




**11.2**  **Regular
      Meetings.** Regular
      meetings of the Board of Directors, of which no notice need be given except
      as
      required by the laws of the State of California, shall be held after the
      adjournment of each annual meeting of the shareholders (which meeting shall
      be
      designated the Regular Annual Meeting) and at such other times as may be
      designated from time to time by resolution of the Board of
      Directors.




**11.3**  **Special
      Meetings.** Special
      meetings of the Board of Directors may be called at any time by the Chairman
      of
      the Board or the President or by any Vice President or the Secretary or by
      any
      two or more of the directors.




**11.4**  **Notice
      of Meetings.** Except
      in
      the case of regular meetings, notice of which has been dispensed with, the
      meetings of the Board of Directors shall be held upon four days’ notice by mail
      or 48 hours’ notice delivered personally or by telephone, telegraph or other
      electronic or wireless means. If the address of a director is not shown on
      the
      records and is not readily ascertainable, notice shall be addressed to the
      director at the city or place in which the meetings of the directors are
      regularly held. Except as set forth in Section 11 ,
      notice
      of the time and place of holding an adjourned meeting need not be given to
      absent directors if the time and place be fixed at the meeting
      adjourned.




**11.5**  **Quorum.** A
      majority of the authorized number of directors constitutes a quorum of the
      Board
      for the transaction of business. Every act or decision done or made by a
      majority of the directors present at a meeting duly held at which a quorum
      is
      present shall be regarded as the act of the Board of Directors except as
      otherwise provided by law. A meeting at which a quorum is initially present
      may
      continue to transact business notwithstanding the withdrawal of directors,
      if
      any action taken is approved by at least a majority of the required quorum
      for
      such meeting.




**11.6**  **Adjourned
      Meetings.** A
      majority of the directors present, whether or not a quorum is present, may
      adjourn any meeting to another time and place. If the meeting is adjourned
      for
      more than 24 hours, notice of any adjournment to another time or place
      shall be given prior to the time of the adjourned meeting to the directors
      who
      were not present at the time of the adjournment.




**11.7**  **Waiver
      of Notice and Consent.** Notice
      of
      a meeting need not be given to any director who signs a waiver of notice or
      a
      consent to holding the meeting or an approval of the minutes thereof, whether
      before or after the meeting, or who attends the meeting without protesting,
      prior thereto or at its commencement, the lack of notice to such director.
      All
      such waivers, consents and approvals shall be filed with the corporate records
      or made a part of the minutes of the meeting.




13




**11.8**  **Action
      Without a Meeting.** Any
      action required or permitted to be taken by the Board may be taken without
      a
      meeting, if all members of the Board shall individually or collectively consent
      in writing to such action. Such written consent or consents shall be filed
      with
      the minutes of the proceedings of the Board. Such action by written consent
      shall have the same force and effect as a unanimous vote of such
      directors.




**11.9**  **Conference
      Telephone Meetings.** Members
      of the Board may participate in a meeting through use of conference telephone
      or
      similar communications equipment, so long as all members participating in such
      meeting can hear one another. Participation in a meeting pursuant to this
      section constitutes presence in person at such meeting.




**11.10**  **Meetings
      of Committees.** The
      provisions of this Article apply also to committees of the Board and
      incorporators and action by such committees and incorporators.




**Section 12.**  **SUNDRY
      PROVISIONS**




**12.1**  **Instruments
      in Writing.** All
      checks, drafts, demands for money and notes of the corporation, and all written
      contracts of the corporation, shall be signed by such officer or officers,
      agent
      or agents, as the Board of Directors may from time to time by resolution
      designate. No officer, agent, or employee of the corporation shall have power
      to
      bind the corporation by contract or otherwise unless authorized to do so by
      these By-Laws or by the Board of Directors.




**12.2**  **Fiscal
      Year.** The
      fiscal year of this corporation shall commence on January 1st and end on
      December 31 of each year.




**12.3**  **Shares
      Held by the Corporation.** Shares
      in
      other corporations standing in the name of this corporation may be voted or
      represented and all rights incident thereto may be exercised on behalf of this
      corporation by the President or by any other officer of this corporation
      authorized so to do by resolution of the Board of Directors.




**12.4**  **Certificates
      of Stock.** There
      shall be issued to each holder of fully paid shares of the capital stock of
      the
      corporation a certificate or certificates for such shares. Every holder of
      shares in the corporation shall be entitled to have a certificate signed in
      the
      name of the corporation by the Chairman or Vice Chairman of the Board or the
      President or a Vice President and by the Chief Financial Officer or an Assistant
      Treasurer or the Secretary or any Assistant Secretary, certifying the number
      of
      shares and the class or series of shares owned by the shareholder. Any or all
      of
      the signatures on the certificate may be facsimile. In case any officer,
      transfer agent or registrar who has signed or whose facsimile signature has
      been
      placed upon a certificate has ceased to be such officer, transfer agent or
      registrar before such certificate is issued, it may be issued by the corporation
      with the same effect as if such person were an officer, transfer agent or
      registrar at the date of issue.




14




Notwithstanding
      the above or any other provision in these Bylaws, the corporation may adopt
      a
      system of issuance, recordation and transfer of its shares by electronic or
      other means not involving any issuance of certificates, including provisions
      for
      notice to purchasers in substitution for any required statements on
      certificates, and as may be required by applicable corporate securities laws,
      which system has been approved by the United States Securities and Exchange
      Commission and by any exchange on which the corporation's securities may be
      traded from time to time. Any system so adopted shall not become effective
      as to
      issued and outstanding certificated securities or securities issued in
      certificated form in the future until the certificates therefore have been
      surrendered to the corporation.





**12.5**  **Lost
      Certificates.** The
      corporation may issue a new share certificate or a new certificate for any
      other
      security in the place of any certificate theretofore issued by it, alleged
      to
      have been lost, stolen or destroyed, and the corporation may require the owner
      of the lost, stolen or destroyed certificate or the owner’s legal representative
      to give the corporation a bond (or other adequate security) sufficient to
      indemnify it against any claim that may be made against it (including any
      expense or liability) on account of the alleged loss, theft or destruction
      of
      any such certificate or the issuance of such new certificate. The Board of
      Directors may adopt such other provisions and restrictions with reference to
      lost certificates, not inconsistent with applicable law, as it shall in its
      discretion deem appropriate.




**12.6**  **Certification
      and Inspection of By-Laws.** The
      corporation shall keep at its principal executive office in this state, or
      if
      its principal executive office is not in this state at its principal business
      office in this state, the original or a copy of these By-Laws as amended to
      date, which shall be open to inspection by the shareholders at all reasonable
      times during office hours. If the principal executive office of the corporation
      is outside this state and the corporation has no principal business office
      in
      this state, it shall upon the written request of any shareholder furnish to
      such
      shareholder a copy of the By-Laws as amended to date.




**12.7**  **Notices.** Any
      reference in these By-Laws to the time a notice is given or sent means, unless
      otherwise expressly provided, the time a written notice by mail is deposited
      in
      the United States mails, postage prepaid; or the time any other written notice
      is personally delivered to the recipient or is delivered to a common carrier
      for
      transmission, or actually transmitted by the person giving the notice by
      electronic means, to the recipient; or the time any oral notice is communicated,
      in person or by telephone or wireless, to the recipient or to a person at the
      office of the recipient who the person giving the notice has reason to believe
      will promptly communicate it to the recipient.




**12.8**  **Reports
      to Shareholders.** Except
      as
      may otherwise be required by law, the rendition of an annual report to the
      shareholders is waived so long as there are less than 100 holders of record
      of the shares of the corporation (determined as provided in Section 605 of
      the California General Corporation Law). At such time or times, if any, that
      the
      corporation has 100 or more holders of record of its shares, the Board of
      Directors shall cause an annual report to be sent to the shareholders not later
      than 120 days after the close of the fiscal year or within such shorter time
      period as may be required by applicable law, and such annual report shall
      contain such information and be accompanied by such other documents as may
      be
      required by applicable law.




15




**12.9**  **Indemnification
      of Directors, Officers and Employees** .




(a)  The
      corporation shall indemnify any person who was or is a party or is threatened
      to
      be made a party to any proceeding, by reason of the fact that such person is
      or
      was an agent of the corporation, to the fullest extent permitted by Section
      317
      of the California General Corporation Law, as amended from time to time. The
      term “proceeding” and “agent” in the foregoing sentence shall have the meanings
      given to them in Section 317 of the California General Corporation Law, as
      amended from time to time.




(b)  The
      indemnification provided by this section shall not be deemed exclusive of any
      other rights to which those seeking indemnification may be entitled under any
      bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
      both as to action in an official capacity and as to action in another capacity
      while holding such office, to the extent such additional rights to
      indemnification are authorized in the articles of the corporation. The rights
      to
      indemnity hereunder shall continue as to a person who has ceased to be a
      director, officer, employee, or agent and shall inure to the benefit of the
      heirs, executors, and administrators of the person. Nothing contained in this
      section shall affect any right to indemnification to which persons other than
      such directors and officers may be entitled by contract or
      otherwise.




(c)  This
      section does not apply to any proceeding against any trustee, investment manager
      or other fiduciary of an employee benefit plan in such person’s capacity as
      such, even though such person may also be an agent as defined in subdivision
      (a)
      of the corporation. The corporation shall, and it hereby agrees to, indemnify
      such trustee, investment manager or other fiduciary to the extent permitted
      by
      subdivision (f) of Section 207 of the California General Corporation Law, as
      amended from time to time.




(d)  Nothing
      in this section shall restrict the power of the corporation to indemnify its
      agents under any provision of the California General Corporation Law, as amended
      from time to time, or under any other provision of law from time to time
      applicable to the corporation, nor shall anything in this section authorize
      the
      corporation to indemnify its agents in situations prohibited by the California
      General Corporation Law or other applicable law.


**Section 13.**




**13.1**  **Definitions.** Unless
      defined otherwise in these By-Laws or unless the context otherwise requires,
      terms used herein shall have the same meaning, if any, ascribed thereto in
      the
      California General Corporation Law, as amended from time to time.




**13.2**  **By-Law
      Provisions Additional and Supplemental to Provisions of Law.** All
      restrictions, limitations, requirements and other provisions of these By-Laws
      shall be construed, insofar as possible, as supplemental and additional to
      all
      provisions of law applicable to the subject matter thereof and shall be fully
      complied with in addition to the said provisions of law unless such compliance
      shall be illegal.




**13.3**  **By-Law
      Provisions Contrary to or Inconsistent with Provisions of Law.** Any
      article, section, subsection, subdivision, sentence, clause or phrase of these
      By-Laws which upon being construed in the manner provided in Section 13 hereof,
      shall be contrary to or inconsistent with any applicable provision of law,
      shall
      not apply so long as said provisions of law shall remain in effect, but such
      result shall not affect the validity or applicability of any other portions
      of
      these By-Laws, it being hereby declared that these By-Laws would have been
      adopted and each article, section, subsection, subdivision, sentence, clause
      or
      phrase thereof, irrespective of the fact that any one or more articles,
      sections, subsections, subdivisions, sentence clauses or phrases is or are
      illegal.




16




**Section 14.**  **ADOPTION,
      AMENDMENT OR REPEAL OF BY-LAWS**




**14.1**  **By
      Shareholders.** By-Laws
      may be adopted, amended or repealed by the approval of the affirmative vote
      of a
      majority of the outstanding shares of the corporation entitled to
      vote.




**14.2**  **By
      the Board of Directors.** Subject
      to the right of shareholders to adopt, amend or repeal By-Laws, By-Laws other
      than a By-Law or amendment thereof changing the authorized number of directors
      may be adopted, amended or repealed by the Board of Directors. A By-Law adopted
      by the shareholders may restrict or eliminate the power of the Board of
      Directors to adopt, amend or repeal any or all By-Laws.




17


**CERTIFICATE
      OF SECRETARY**




KNOW
      ALL
      PERSONS BY THESE PRESENTS:




That
      the
      undersigned does hereby certify that the undersigned is the Secretary of Bridge
      Capital Holdings, a corporation duly organized and existing under and by virtue
      of the laws of the State of California; that the above and foregoing By-Laws
      of
      said corporation were duly and regularly adopted as such by the Board of
      Directors of said corporation; and that the above and foregoing By-Laws are
      now
      in full force and effect.




Dated:______________,
                _____Secretary




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