Exhibit
99.2
 
 First
Fiscal Year Certification
 under
Troubled Assets Relief Program
 
 I, Thomas
A. Sa, certify, based on my knowledge, that:
 
 (i) the
compensation committee of Bridge Capital Holdings (the “Company” or “TARP
recipient”) has discussed, reviewed, and evaluated with senior risk officers at
least every six months during the period beginning on the later of September 14,
2009, or ninety days after the closing date of the agreement between the TARP
recipient and Treasury and ending with the last day of the TARP recipient’s
fiscal year containing that date (the applicable period), the senior executive
officer (SEO) compensation plans and employee compensation plans and the risks
these plans pose to the Company;
 
 (ii) the
compensation committee of the Company has identified and limited during the
applicable period any features in the SEO compensation plans that could lead
SEOs to take unnecessary and excessive risks that could threaten the value of
the Company and during that same applicable period has identified any features
in the employee compensation plans that pose risks to the Company and has
limited those features to ensure that the Company is not unnecessarily exposed
to risks;
 
 (iii) the
compensation committee has reviewed at least every six months during the
applicable period  the terms of each employee compensation plan and
identified the features in the plan that could encourage the manipulation of
reported earnings of the Company to enhance the compensation of an employee and
has limited any such features;
 
 (iv) the
compensation committee of the Company will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and (iii)
above;
 
 (v) the
compensation committee of the Company will provide a narrative description of
how it limited during any part of the most recently completed fiscal year that
included a TARP period the features in
 
 (A) SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of the Company;
 
 (B)
Employee compensation plans that unnecessarily expose the Company to risks;
and
 
 (C)
Employee compensation plans that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an employee;
 
 (vi) the
Company has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the SEOs and
twenty next most highly compensated employees be subject to a recovery or
“clawback” provision during any part of the most recently completed fiscal year
that was a TARP period if the bonus payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria;
 
 (vii) the
Company has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to a SEO or any
of the next five most highly compensated employees during the period beginning
on the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009, and ending with the last day of the TARP recipient’s
fiscal year containing that date;
 
 (viii)
the Company has limited bonus payments to its applicable employees in accordance
with section 111 of EESA and the regulations and guidance established thereunder
during the period beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009, and ending with the
last day of the TARP recipient’s fiscal year containing that date, [for recipients of exceptional
assistance: and has received or is in the process of receiving approvals
from the Office of the Special Master for TARP Executive Compensation for
compensation payments and structures as required under the regulations and
guidance established under section 111 of EESA, and has not made any payments
inconsistent with those approved payments and structures];
  
  (ix) the
board of directors of the Company has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, has provided this policy to Treasury and its primary
regulatory agency, and the Company and its employees have complied with this
policy during the applicable period; and any expenses that, pursuant to this
policy, required approval of the board of directors, a committee of the board of
directors, an SEO, or an executive officer with a similar level of
responsibility, were properly approved;
 
 (x) the
Company will permit a non-binding shareholder resolution in compliance with any
applicable federal securities rules and regulations on the disclosures provided
under the federal securities laws related to SEO compensation paid or accrued
during the period beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009, and ending with the
last day of the TARP recipient’s fiscal year containing that date;
 
 (xi) the
Company will disclose the amount, nature, and justification for the offering
during the period beginning on the later of the closing date of the agreement
between the TARP recipient and Treasury or June 15, 2009, and ending with the
last day of the TARP recipient’s fiscal year containing that date of any
perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for each employee subject
to the bonus payment limitations identified in paragraph (viii);
 
 (xii) the
Company will disclose whether the Company, the board of directors of the
Company, or the compensation committee of the TARP recipient has engaged during
the period beginning on the later of the closing date of the agreement between
the TARP recipient and Treasury or June 15, 2009, and ending with the last day
of the TARP recipient’s fiscal year containing that date, a compensation
consultant; and the services the compensation consultant or any affiliate of the
compensation consultant provided during this period;
 
 (xiii)
the Company has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and
the next twenty most highly compensated employees during the period beginning on
the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009, and ending with the last day of the TARP recipient’s
fiscal year containing that date;
 
 (xiv) the
Company has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between the Company and
Treasury, including any amendments;
 
 (xv) the
Company has submitted to Treasury a complete and accurate list of the SEOs and
the twenty next most highly compensated employees for the current fiscal year
and the most recently completed fiscal year, with the non-SEOs ranked in
descending order of level of annual compensation, and with the name, title, and
employer of each SEO and most highly compensated employee
identified;
 
 (xvi) I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both. (See, for example, 18 USC 1001).
 
 Dated:
      March 16, 2010
                    /s/ Thomas A. SaName:
      Thomas A. SaTitle:
      Chief Financial Officer(Principal
      Accounting Officer)
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