BY-LAWS
  OF
  BRIDGE
CAPITAL HOLDINGS
  (a
California corporation)
 
 (as
amended through May 21, 2009)
  
  TABLE OF
CONTENTS
 
 SECTION 1.
                  OFFICES
                  41.1
                  Principal
      Office
                  41.2
                  Other
      Offices
                  4SECTION 2.
                  DIRECTORS
                  42.1
                  Exercise
      of Corporate Powers
                  42.2
                  Number
                  42.3
                  Qualification
      of Directors
                  42.4
                  Compensation
                  52.5
                  Election
      and Term of Office
                  52.6
                  Vacancies
                  52.7
                  Nominations
      for Election of Directors
                  52.8
                  Removal
                  6SECTION 3.
                  OFFICERS
                  63.1
                  Election
      and Qualifications
                  63.2
                  Term
      of Office and Compensation
                  63.3
                  Removal
      and Vacancies
                  6SECTION 4.
                  CHAIRMAN
      OF THE BOARD
                  64.1
                  Powers
      and Duties
                  6SECTION 5.
                  PRESIDENT
                  65.1
                  Powers
      and Duties
                  65.2
                  President
      pro tem
                  7SECTION 6.
                  VICE
      PRESIDENTS
                  76.1
                  Powers
      and Duties
                  7SECTION 7.
                  SECRETARY
                  77.1
                  Powers
      and Duties
                  7
  1
  SECTION 8.
                    CHIEF
      FINANCIAL OFFICER
                    88.1
                    Powers
      and Duties
                    8SECTION 9.
                    COMMITTEES
      OF THE BOARD
                    89.1
                    Appointment
      and Procedure
                    89.2
                    Powers
                    8
 9.3
                    Executive
      Committee
                    9SECTION 10.
                    MEETINGS
      OF SHAREHOLDERS
                    910.1
                    Place
      of Meetings
                    910.2
                    Time
      of Annual Meetings
                    910.3
                    Special
      Meetings
                    910.4
                    Notice
      of Meetings
                    910.5
                    Delivery
      of Notice
                    1010.6
                    Adjourned
      Meetings
                    1010.7
                    Consent
      to Shareholders’ Meeting
                    1010.8
                    Quorum
                    1110.9
                    Voting
      Rights
                    1110.10
                    Determination
      of Holders of Record
                    1110.11
                    Elections
      for Directors
                    1210.12
                    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
                    13
  2
 11.8
                  Action
      Without a Meeting
                  1311.9
                  Conference
      Telephone Meetings
                  1311.10
                  Meetings
      of Committees
                  14SECTION 12.
                  SUNDRY
      PROVISIONS
                  1412.1
                  Instruments
      in Writing
                  1412.2
                  Fiscal
      Year
                  1412.3
                  Shares
      Held by the Corporation
                  14
 12.4
                      Certificates
      of Stock
                      1412.5
                      Lost
      Certificates
                      1412.6
                      Certification
      and Inspection of By-Laws
                      1412.7
                      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
                      1513.1
                      Definitions
                      1513.2
                      By-Law
      Provisions Additional and Supplemental to Provisions of
      Law
                      1513.3
                      By-Law
      Provisions Contrary to or Inconsistent with Provisions of
      Law
                      16SECTION 14.
                      ADOPTION,
      AMENDMENT OR REPEAL OF BY-LAWS
                      1714.1
                      By
      Shareholders
                      1714.2
                      By
      the Board of Directors
                      17
  3
  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 seven nor more than thirteen, 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.  Notwithstanding
anything in these bylaws to the contrary, for so long as the Fixed Rate
Cumulative Perpetual Preferred Stock, Series C (the “Designated Preferred Stock
”) is outstanding: (i) whenever, at any time or times, dividends payable on
the shares of Designated Preferred Stock have not been paid for an aggregate of
six quarterly Dividend Periods (as defined in the Certificate of Determination
for the Designated Preferred Stock) or more, whether or not consecutive, the
authorized number of directors shall automatically be increased by two (but
shall in no event be increased to a number of directors that is greater than the
maximum number of directors set forth in Section 2.2 of these Bylaws); and
(ii) this sentence may not be modified, amended or repealed by the board of
directors ( or any committee thereof) or without the affirmative vote and
approval of (x) the stockholders and (y) the holders of at least a
majority of the shares of Designated Preferred Stock outstanding at the time of
such vote and approval.
  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.
  4
 
 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.
  5
 
 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.
  3.2   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.
  6
  (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.
  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.
  7
  (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.
  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;
  8
  (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.
  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;
  9
  (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.
 
 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.
  10
 
 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.
  (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.
  11
 
 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.
  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.
  12
  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.
  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.
  13
  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.
  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.
  14
 
 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.
  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.
CONSTRUCTION OF BY-LAWS WITH REFERENCE TO PROVISIONS OF LAW
  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.
  15
 
 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
  18