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PAYMENT OF FILING FEE (Check the appropriate box):

Dear Shareholder:

It is my pleasure to invite you to Bank of Commerce Holdings 20072008 Annual Meeting of Shareholders.

We will hold the meeting on May 15, 2007,20, 2008, at 5:00 p.m., in the lobby of Redding Bank of Commerce located at 1951 Churn Creek Road, Redding, California, 96002. In addition to the formal items of business, I will report on past performance and future prospects.

At the annual meeting you will be asked to elect directors approve the Bank of Commerce Holdings 2008 Stock Option Plan and to ratify the appointment of independent accountants for 2006.2007. The Board of Directors recommends that you voteFORthe director nomineesFORthe 2008 Stock Option Plan andFORthe ratification of independent accountants.

This mailing includes the formal notice of the Annual Meeting and the Proxy Statement. The Proxy Statement describes the business that we will conduct at the meeting and our 20062007 Form 10-K and Annual Report provides financial results and information about Bank of Commerce Holdings & Subsidiaries.

We look forward to seeing you at the meeting.

Dear Shareholders:

If you were a shareholder of record as of the close of business on March 31, 2007,2008, you are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. This proxy statement and the accompanying form of proxy are being mailed to shareholders on or about April 6, 2007.4, 2008.

By Order of the Board of Directors,

Redding, California
Dated: April 6, 2007March 7, 2008

The Board of Directors of Bank of Commerce Holdings is soliciting proxies from its stockholders to be used at the annual meeting of stockholders on Tuesday, May 15, 2007.20, 2008. This Proxy Statement summarizes the information you need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Instead you may simply complete, sign and return the enclosed proxy card, or use the convenient telephone or internet voting method as described in the proxy card.

Along with this Proxy Statement, we are also sending you our 20062007 Form 10-K and Annual Report.

Shareholders of record at the close of business on March 31, 20072008 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the close of business on the Record Date, the Company had 8,849,5428,745,793 shares of Common Stock outstanding and entitled to vote.

The presence in person or by proxy of the holders of a majority of the Company’s outstanding shares of Common Stock (“Common Stock”) constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker “non-votes” are each included in the determination of the number of shares present and voting for purposes of determining the presence of a quorum. A broker “non-vote” occurs when the nominee holding shares for a beneficial owner does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Abstentions will be included in the tabulations of the vote’s cast on proposals presented to the shareholders and therefore will have the effect of a negative vote. Broker “non-votes” will not be counted for purposes of determining the number of votes cast for a proposal.

Each share of Bank of Commerce Holdings Common Stock that you owned as of the record date entitles you to one vote. The proxy card indicates the number of votes that you have.

Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign and date the enclosed proxy card and to return it promptly. You may also cast your votes by telephone or internet as indicated on the proxy card. Returning the proxy card will not affect your right to attend the Annual Meeting and vote. If you fill in your proxy card and send it to us in time to vote, your “proxy” (as appointed on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors as follows:

“For”the election of all nominees for Director
“For”the Bank of Commerce Holdings 2008 Stock Option Plan
“For”the ratification of independent accountants

If any other matter is presented, your proxy will vote in accordance with the recommendation of the Board of Directors, or, if no recommendation is given, in accordance with his or her best judgment. At the time this Proxy Statement went to press, we knew of no matters that needed to be acted upon at the Annual Meeting, other than those discussed in this Proxy Statement.

Only holders of record at the close of business on March 31, 20072008 will be entitled to vote at the annual meeting. Whether or not you plan to attend the Annual Meeting, you may vote your shares via mail, telephone or internet. If you fill out and vote the proxy card, you may change your vote at any time before the vote is conducted at the Annual Meeting. You may notify the Company’s Corporate Secretary in writing before the Annual Meeting that you have revoked your proxy. You may also attend the Annual Meeting and vote in person.

The teneleven nominees for director who receive the most votes will be elected. If you do not vote for a particular nominee, or you indicate “Withhold Authority” to vote for a particular nominee on your proxy card, your vote will not count “for” or “against” the nominee.

The affirmative vote of a majority of votes cast at the Annual Meeting on this proposal is required to ratify the selection of independent public accountants. If you “abstain” from voting, it has no effect on the outcome of this proposal.

The expense of printing and mailing proxy materials, including the annual statement, will be borne by the Company. In addition to the solicitation of proxies by mail, certain directors, officers and other employees of the Company may make solicitation by personal interview, telephone or facsimile. No additional compensation will be paid to such persons for such solicitation. The Company will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of the Company’s Common Stock. We have contracted with Mellon-Investor Services and ADP Investor Services to assist us in the distribution of materials and tabulation of the results. This service will cost the Company approximately $38,000.00$40,000.00 plus out of pocket expenses.

The consolidated financial statements of Bank of Commerce Holdings and subsidiaries for the year ended December 31, 2006,2007, as part of the Company’s Form 10-K and 20062007 Annual Report to Shareholders accompany this proxy statement.

Additional copies of the annual report on Form 10-K and 20062007 Annual Report to Shareholders may be obtained upon written request to Linda J. Miles, Executive Vice President & Chief Financial Officer at the Company’s administrative offices, 19511901 Churn Creek Road, Redding, California 96002.

The Securities and Exchange Commission (SEC) maintains an internet site athttp://www.sec.gov that contains Bank of Commerce Holdings’ SEC filings. Access to the filings are also available from Redding Bank of Commerce’s website under the heading “Investor Information”. The website addresses areaddress iswww.reddingbankofcommerce.com,www.bankofcommerceholdings.com.www.rosevillebankofcommerce.com orwww.sutterbankofcommerce.com.

Yes. Bank of Commerce Holdings is aware of three shareholders who beneficially own 5% or more of our outstanding common stock. The Securities and Exchange Commission has defined “beneficial ownership” (1) to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power to vote, sells or otherwise disposes of the share. Beneficial ownership also includes that number of shares that a person has a right to acquire within sixty (60) days. The following table shows, to the knowledge of the Company, the only beneficial owners of more than five percent of the Corporations shares as of the record date.

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of March 31, 20072008 by (i) each person who is known by the Company to beneficially own more than five percent of the Company’s Common Stock, (ii) each of the Company’s directors and nominees, (iii) each of the Named Executive Officers (as defined on page 8)24) and (iv) all directors and executive officers of the Company as a group.

The Board of Directors is committed to sound and effective corporate governance principles and practices. The Board of Directors has adopted corporate governance guidelines to provide the framework for the governance of the company. These guidelines set forth director qualifications and standards of independence, and mandate that at least a majority of the Board and all the members of the Audit and the Nominating and Corporate Governance Committees meet the criteria for independence as discussed below. Highlights of our corporate governance practices are described below. To fulfill its role the Board or Board Committee must perform the following primary functions:

The Company expects its employees to adhere to the highest possible standards of ethics and business conduct with other employees, customers, stockholders and the communities it serves, and to comply with all applicable laws, rules and regulations that govern its business. The Board of Directors has adopted a code of ethics to promote honesty and integrity through out the Company.

The Board recognizes that the actual management of the business and affairs of the Company are conducted by the CEO and other senior executives under his supervision and that, in performing the management function, the CEO and other senior executives are obliged to act in a manner that is consistent with the oversight functions and powers of the board and the standards of the Company and to execute any specific plans, instructions or directions of the Board.

The adopted charter of the Nominating and Corporate Governance Committee is included in this document as appendix “B”. Interested parties may view theour Company Code of Ethics on anyour Corporate website:www.bankofcommerceholdings.com.

The Board shall have a majority of ourdirectors who meet the independence criteria adopted by the Board.

Qualifications: A director should possess personal and professional integrity; have good business judgment, relevant experience and skills to be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company websites,www.bankofcommerceholdings.com,www.reddingbankofcommerce.com,www.rosevillebankofcommerce.com,stockholders. Directors should be committed to devoting sufficient time andwww.sutterbankofcommerce.com. energy to diligently performing their duties as directors.

A majority of the Board and all members of the Audit, Executive Compensation and the Nominating and Corporate Governance Committees shall be independent. A director willis deemed to be considered independent underif he or she does not have a direct or indirect material relationship with the standards adopted byCompany or any of its affiliates or with any senior executive member of the Company’s BoardCompany or any of Directors so long as all business and tax exempt organization relationships between Bank of Commerce Holdings its affiliates.

A director shall be deemed to have a material relationship with the Company and/or its subsidiariesaffiliates and eitherthus, shall not be deemed independent if, within the director, any immediate family member in the director’s home, or any business or professional entity of which the director is an officer, partner, or a 10% or greater owner are non-preferential and comply with applicable law and the listing standards of NASDAQ. In addition, any entity of which the director is an officer or employee or in which the director is a partner or has a 10% ownership interest, any law firm to which the director is of counsel, or any entity of which an immediate family member is an executive officer may make payments to, or receive payments from, Bank of Commerce Holdings or its subsidiaries for goods and services so long as such payments last year were less than $1.5 million or 5% of the Company’s consolidated revenues for that period and such property or services were provided or received in the ordinary course of business of each of the parties. past three years:

Other than Michael MayerPatrick J. Moty and Kenneth Gifford, Jr., all of theother members of the Board of Directors are independent.

Almost all of our directors and some of their respective family members and or affiliated entities had certain relationships and/or transactions with the Company in 2006,2007, as described below.

No current directors have family members who are employed by the Company or a subsidiary.

During 2006,2007, almost all of our directors as well as some of their respective family members and/or affiliated entities, engaged in loan transactions and/or had other extensions of credit in the ordinary course of business with our banking and mortgage subsidiaries. All of these transactions were on substantially the same terms, including interest rates, collateral and repayment and other terms, as those available at the time for similar transactions with unrelated parties. None of these loans or credit transactions involves more than the normal risk of collectibility or presents other unfavorable features.

Kenneth R. Gifford, Jr., is a Director, President and Chief Executive Officer of Gifford Construction, Inc. Gifford Construction Inc. was the selected bidder to construct the Company’s Technology and Support Center (“TASC”) during 2006 on properties owned by the Company adjacent to the Churn Creek Branch facility. The process for selection included invitation to qualified vendors to submit sealed bids with the selection based upon lowest overall cost. The project is expectedwas completed April 1, 2007. In addition, Gifford Construction Inc. was hired to cost approximately $3.7 million upon completion. Completion time is expected to be March 1, 2007.construct the tenant improvements on the West side office opening in January 2008.

The Board of Directors has established six standing committees, each of which is identified below. Information about each committee of the Board, its members, purpose, and the number of meetings held in 20062007 follows.

The Board of Directors has a standing Audit Committee, Loan Committee, Executive Committee, Asset/Liability Committee, Executive Compensation Committee, and Nominating and Corporate Governance Committee. All Directors participate in the Long-Range planning of the Company. The Executive Compensation Committee and Audit Committee also meet the standards of independence prescribed by NASDAQ National Market and applicable SEC regulations.

The Nominating and Corporate Governance Committee of the Board of Directors has been delegated the responsibility to identify, evaluate, and recommend for nomination candidates for election as new directors. Each of the members of the Committee is an “independent director” as determined by the Board under the rules of the NASDAQ global stock exchange.

The goal of the Committee’s nominating process is to assist the Company in attracting competent individuals with the requisite management, financial and other expertise who will act as directors in the best interests of the company and all its stockholders. The Committee consults with other Board members, the Company’s Chief Executive Officer, and other Company personnel in this process. The Committee will consider an individual recommended by a stockholder for nomination as a new director provided the stockholder making the recommendation follows the procedures for submitting a proposed nominee’s name and the required information described below.

The Board has approved certain minimum standards for candidates for service as a first-time director and the Committee has developed a process for identifying and evaluating first-time nominees in light of these standards and other such factors as the Committee deems appropriate. These standards, and the Committee’s evaluation process, apply to all first-time nominees for directors, including those nominees recommended by stockholders. This process is based on the Committee’s familiarity with the composition of the current Board, its awareness of anticipated openings, and its assessments of desirable talents or expertise. The Committee regularly reviews the composition of the Board in light of its understanding of the backgrounds, industry, and professional experience, and the various communities, both geographic and demographic, represented by the current members. It also monitors the expected service dates of Board members, any planned retirement dates, and other anticipated events that may affect a director’s continued ability to serve. The Committee periodically reviews Board self-evaluations and information with respect to the business and professional expertise represented by current directors in order to identify any specific skills desirable for future Board members.

The Board has approved the following minimum qualifications for first-time nominees for director, including nominees recommended by stockholders, for election to the Company’s Board: (1) a demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role (i.e. chief executive officer, managing partner, president, chief financial officer); (2) financial literacy or other professional or business experience relevant to an understanding of the Company and its business; (3) a demonstrated ability to think and act independently as well as the ability to work constructively in a group environment. The Committee will determine, in its sole discretion, whether a nominee meets these minimum qualifications.

The Committee is responsible for managing the new director nomination process and may use a variety of sources. The Committee then commences an inquiry to obtain sufficient information on the background of a potential new director-nominee. Included in this inquiry is an initial review of the candidate with respect to the following three factors: whether the individual meets the minimum qualifications for first-time director nominees approved by the Board; whether the individual would be considered independent under the NASDAQ rules and Company’s standard of independence; and whether the individual would meet any additional requirements imposed by law or regulation on the members of the Audit and Executive Compensation Committees of the Board.

Following the initial review, the Committee arranges an introductory meeting with the candidate and the Company’s Chief Executive Office, Chairman of the Board of Directors, and in some cases with additional directors, to determine the candidate’s interest in serving on the Board.

The Committee, together with several members of the Board and the Chief Executive Officer then conducts a comprehensive interview with the candidate. The individual will also be asked to provide the information required to be disclosed in the Company’s proxy statement.

Assuming a satisfactory conclusion to the process outlined above, the Committee then presents the candidate’s name to the Board of Directors for election as a director.

A stockholder who wishes to submit an individual’s name for consideration by the Committee for nomination as a director of the Company must provide (1) the stockholder’s name and address and the number of shares of the Company’s common stock beneficially owned by the stockholder; (2) the name of the proposed nominee and the number of shares of the Company’s common stock beneficially owned by the nominee; (3) sufficient information about the nominee’s experience and qualifications for the Committee to make a determination whether the individual would meet the minimum qualifications for directors; and (4) such individual’s written consent to serve as a director of the Company, if elected. The Committee has the right to request, and the stockholder will be required to provide, such additional information with respect to the stockholder nominee as the Committee may deem appropriate or desirable to evaluate the proposed nominee in accordance with the nomination process described above, including the information about the proposed nominee that is required to be disclosed by the Company in its proxy statement under Regulation 14A of the Securities Exchange Act of 1934, as amended.

The Board has established a process for stockholders and other interested parties to communicate with Independent members of the Board or a specific committee. Parties may send a letter to Bank of Commerce Holdings, Attention: Corporate Secretary, 19511901 Churn Creek Road, Redding, California 96002.

The Board has adopted a Code of Ethics that applies to all of our directors, officers and staff including our principal executive officer and principal financial officer. The Code of Ethics embodies our commitment to high standards of ethical and professional conduct. All directors, officers and staff are required to annually certify that they have read and complied with the Code of Ethics. The Code of Ethics consists of basic standards of business practice as well as professional and personal conduct. A copy of the Code of Ethics is available on our website;www.bankofcommerceholdings.com.

Non-employeeCompensation paid to non-employee directors receive a monthlyconsists of cash retainer and other compensation for service as a director in(in the form of a monthly retainer and meeting fees) and equity (in the form of stock option grantgrants) and participation in the Directors Deferred Compensation Plan. The Executive Compensation Committee is responsible for all matters related to director’s compensation in connection with reviewing and establishing or recommending to the Board non-employee director compensation. Generally, the Executive Compensation Committee will review the amount of director compensation at least annually. For purposes of establishing director compensation for 2007, the Executive Compensation Committee evaluated director’s compensation as compared to detailed public company information provided by Equilar®, a leading marketer for benchmarking executive compensation and a trusted data provider to NASDAQ. As a result of the benchmarking our director compensation fell in the 53^rd percentile.

A Director who is an officerofficer/employee of the Company or of a subsidiary is not compensated for his or her membership on the Board.

Each independent director of the Company receives a $500 monthly retainer. Independent Directors are paid $500$800 for each Board of Directors meeting attended and $250 for each committee meeting attended. Committee chairman are paid an additional $50 per meeting. The Chairman of the Board is paid an additional $750 per month and the Chairman of the Audit Committee is paid an additional $375 per month.

The Director’s Deferred Compensation Plan, adopted by the Board of Directors effective January 1, 1993 is a non-qualified director benefit plan in which the eligible director voluntarily elects to defer some or all of his or her current fees in exchange for the Company’s promise to pay a deferred benefit. The deferred fees are credited with interest under the plan and the accrued liability is paid to the director at retirement. The current interest rate on the plan is ten percent.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes of ownership of Common Stock and other equity securities of the Company. To the Company’s knowledge, based solely upon a review of such reports and written representations, the Company believes that all reports required by Section 16(a) of the Exchange Act to be filed by its executive officers and directors during the last fiscal year were filed in a timely manner.

The Company’s compensation programs and policies are designed to enhance shareholder value by aligning the financial interests of the executive officers of the Company with those of the Company’s shareholders. The compensation program has two goals: To help the Company compete with other financial services organizations by attracting and retaining highly qualified individuals as executive officers; and to pay executive officers based upon their contribution to the Company’s performance.

The Executive Compensation Committee meets annually to review the salaries of executive officers, to reestablish the base salary, to propose adjustments to the incentive compensation portion and to establish a discretionary bonus plan if all performance objectives are met. The long-term compensation components (equity incentives and post-termination benefits) are reviewed in the context of other compensation provided to executives; however, adjustments to long-term compensation are not necessarily made annually.

Equity compensation and post-termination benefits are intended to provide retention incentives to executives and are not specifically intended to reward current employment. Salary, bonus and perquisite compensation are related to, and affected by, current performance.

The Company’s philosophy for providing equity compensation in the form of stock options is based on the principles of encouraging key employees to remain with the Company and to encourage ownership thereby providing them with a long-term interest in the Company’s overall performance. The Company intends to retain the flexibility necessary to provide total cash compensation in line with competitors’ practice, the Company’s compensation philosophy and the Company’s best interests, including compensation that may not be deductible.

The Executive Compensation Committee oversees the Company’s executive compensation programs. The Committee has adopted the following procedures intended to ensure quality governance of the Company’s pay for performance.

In 2006,2007, the Compensation Committee initiated a review of the Company’s compensation philosophy to ensure that it continued to meet the overall objective of enhancement of shareholder interests. The Compensation Committee evaluated a number of compensation practices of the Company’s competitors and analyzed the compensation and benefit practices used within the Company for executive officers. The Compensation Committee evaluated executive officer total compensation inas compared to detailed public company information provided by Equilar^®, a leading marketer for benchmarking executive compensation and a trusted data provider to NASDAQ. Members of the Compensation Committee reviewed data to determine appropriate benchmarks for the Company’s executive officers, without recommendations from executives or outside parties.

The Company seeks to attract, retain and motivate executives who can thrive in a challenging and dynamic environment by providing compensation that is highly competitive for top management and with substantial performance-based components. It is the Company’s practice to structure cash and equity-based incentives in a manner that rewards employees consistent with shareholder interests. The Compensation Committee believes that it is important to retain the best possible executives in the industry, and so, compensation opportunities for the two top executive officers –— assuming strong performance –— are targeted at the highest quartile. Incentive opportunities for top executives are largely tied to the performance of the Company, while incentives for other employees include emphasis on activities associated within various business units.

The Company’s compensation program consists of five components, namely, (i) base salary; (ii) cash incentives; (iii) long-term compensation, generally in the form of equity incentives; (iv) participation in the same benefit plans provided to all staff members, including defined contribution (401(k)), health, life and other benefit plans; (v) perquisites; and (v)(vi) post-employment pay and benefits. benefits (cash balance retirement plans).

These components are intended to work together to compensate the executive officer fairly for services, reward the executive officer based upon the Company’s overall performance and, depending on the position, their own performance during the year. In assessing the executive officer’s total rewards, the Compensation Committee reviews each component of an executive’s compensation and considerconsiders and evaluateevaluates pay mix, the competitive market, the value of total pay, benefits and perquisites.

Base salary is generally established by an individual’s performance, potential, responsibilities, promotions, other compensation and at or near the median of peer group compensation levels. The Compensation Committee considers other compensation earned as well as the terms of an employment agreement, if any, with the executive. All of the factors described herein are considered on a subjective basis in the aggregate, and not of the factors is accorded a specific weight.

The Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer earnshas the‘opportunity’to earn a percentage of the profits as defined above, upon meeting specific pre-defined financial goals and limited by absolute dollar caps. During 2006 the dollar caps were met. All employees participate in the cash incentive compensation. The percentage is recalculated each year based upon the approved budget.budgeted financial targets.

UnderThe Company believes that long-term compensation for our executive officers should be in equity awards tied to our common stock, so that management acquires an ownership interest in the Company’s compensation philosophy, ownership of the Company’s Common Stock is a significant element of executive compensation.Company that will align their interest with our stockholders.

Equity compensation consists of stock options. The Company maintains an equity compensation plan which has been approved by the Company’s shareholders. The number of shares granted to an employee is based on several factors including performance and the value placed on expected future employee performance, retention and, in some cases, internal or external pay equity. The Company’s executive officers realize value only when the Company’s stock price increases and stockholders are also rewarded.

The grant of a stock option is intended to retain and motivate key executives and to provide a direct link with the interest of the shareholders of the Company. In general, stock option grants are determined based on (i) prior award levels, (ii) total awards received to date by the individual executives, (iii) the total stock award to be made and the executive’s percentage participation in that award, (iv) the executive’s direct ownership of Company Common Stock, (v) the number of options vested and non-vested and (vi) the options outstanding as a percentage of total shares outstanding.

The proposal to approve the 2008 Equity IncentiveStock Option Plan is intended to permit the Company to reward employees for the strong performance of the Company in keeping with shareholder interests. As shareholders have been rewarded over the years for their investment in the Company, the Committee believes that grants of equity to employees will continue to enhance the Company’s ability to reward, motivate and attract high performing employees.

The Compensation Committee believes that offering certain perquisites helps in the operation of the business as well as assists the Company to recruit and retain key executives. The Company offersCompany’s executive officers may participate in the same benefit programs available to all employees. This includes health, life and disability insurance, participation in non-qualified 401(k) plans, and in some cases, automobiles and country club memberships to our executive management.

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in Bancorp’sthe Company’s Annual Report on Form 10-K for the year ended December 31, 2006.2007.

Set forth below are the names and most recent biographies of Bank of Commerce Holdings’ executive officers and senior leadership team. Only Mr. Mayer,Moty, Mrs. Miles, Mr. Moty,Mrs. Blais, Mr. Eslick and Mr. O’Neil are “Named Officers” for purposes of the Securities Exchange Act and rules. Information relating to other Company personnel in this proxy statement is provided solely for the information of shareholders.

The following graph compares the Company’s cumulative total return to shareholders during the past five years with that of the Standard & Poor’s 500 Composite Stock Index (the “S&P”) and the SNL Securities $250-$500 million Bank Asset-Size Index (the “SNL Securities Index”). The stock price performance shown on the following graph is not necessarily indicative of future performance of the Company’s Common Stock.

(1) Assumes $100 invested on December 31, 2001,2002, in the Company’s Common Stock, the NASDAQ, the S&P 500 and the SNL Securities Index. AssumesThe model assumes reinvestment of dividends. Source: SNL Securities (share prices for the Company’s Common Stock was furnished to SNL Securities through the NASDAQ).

The following table sets forth certain summary information concerning compensation paid to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Credit Officer, Senior Vice President and Regional President, and Senior Vice President and Regional Credit Manager, and the Chief Information Officer (the “Named Executive Officers”) on December 31, 2006,2007, and whose aggregate salary and bonus exceeded $100,000 in fiscal 2006.2007.

The following table summarizes the options granted during fiscal 20062007 to the individuals identified below.

NoThe following table summarizes the options were granted during fiscal 2007 to the “Namedindividuals identified below.

The following tables set forth the number of shares of Bank of Commerce Holdings Common Stock acquired by each of the named Executive Officers during fiscal year 2006,2007, if any, the net value realized upon exercise:

Effective April 2001 and amended December 31, 2006,September 30, 2007, Bank of Commerce Holdings and Redding Bank of Commerce entered into a four-yearan employment agreement with its President and Chief Executive Officer, Michael C. Mayer.Patrick J. Moty. The agreement provides for, among other things, (a) a base salary of $240,000$225,000 per year, which the Executive Compensation Committee of the Board of Directors can and does adjust annually at its discretion; (b) profit sharing $120,000,opportunity of $125,000, which the Executive Compensation Committee of the Board of Directors can adjust annually at its discretion; (c) five weeks annual vacation; (d) an automobile allowance of predetermined value, including expenses;$650 per month; (e) supplemental retirement benefits (see “Salary Continuation Plan” below); (f) Country Club membership dues; (g) health and life insurance benefits that are now or may hereinafter be in effect for all other full time employees; and (h) reimbursement for ordinary and necessary expenses incurred by Mr. MayerMoty in connection with his employment.

Upon Mr. Mayer’sMoty’s termination for specific “cause”, Mr. MayerMoty will be entitled to six months total compensation package. Upon termination at the sole and absolute discretion of the Board of Directors, Mr. MayerMoty will be entitled to one year of Mr. Mayer’sMoty’s then total compensation package. Upon termination Mr. Moty agrees to resign from any and all board memberships. In the event of a change in control, Mr. MayerMoty will be entitled to the then full compensation package for a period of twenty-four months. The executive is required to give ninety (90) days prior notice in writing to the Employer in the event the Executive resigns or voluntarily terminates employment, or takes an early retirement.

Effective April 2001 and amended December 31, 2006, Bank of Commerce Holdings and Redding Bank of Commerce also entered into a four-year employment agreement with its Executive Vice President and Chief Financial Officer, Linda J. Miles. The agreement provides for, among other things, (a) a base salary of $195,000$200,000 per year, which the Executive Compensation Committee of the Board of Directors can and does adjust annually at its discretion; (b) profit sharing opportunity of $60,000$67,750 per year, which the Executive Compensation Committee of the Board of Directors can adjust annually at its discretion; (c) five weeks annual vacation; (d) an automobile of predetermined value, including expenses; (e) supplemental retirement benefits (see “Salary Continuation Plan” below); (f) Country Club membership dues; (g) health and life insurance benefits that are now or may hereinafter be in effect for all other full time employees; and (h) reimbursement for ordinary and necessary expenses incurred by Ms. Miles in connection with her employment.

Upon Ms. Miles termination for specific “cause”, Ms. Miles will be entitled to six months of total compensation package. Upon termination at the sole and absolute discretion of the Board of Directors, Ms. Miles will be entitled to one year of Ms. Miles’ then total compensation package. In the event of a change in control, Ms. Miles will be entitled to the then full compensation package for a period of twenty-four months.

The executive is required to give ninety (90) days prior notice in writing to the Employer in the event the Executive resigns or voluntarily terminates employment, or takes an early retirement.

Effective December 2005, Bank of Commerce Holdings and Redding Bank of Commerce entered into a change of control agreement with fourthree Executive officers; Patrick J. Moty, Randall S. Eslick, Robert O’Neil and Caryn A. Blais and Robert J. O’Neil.Blais. Each of the agreements is identical. The terms of the agreements provide upon a change in control and in the event of an early termination or diminution in salary or job duties, the Bank shall pay to the executive benefits equal to one year’s salary at the salary rate being paid to the executive at the time of the change in control together with an amount equal to one year’s profit sharing payment based upon the average profit sharing received by the executive for the past three years. The executive shall also receive, at the Bank’s expense, a continuation of health benefits for a period of one year.

In event that the executive is terminated by the bank not in the event of an early termination and not as a termination for cause, the Bank shall pay to the executive benefits equal to six months salary at the salary rate being paid to the executive at the time of termination, together with an amount equal to one-half year’s profit sharing payment based upon the average profit sharing received by the executive for the past three years. The executive shall also receive, at the Bank’s expense, a continuation of health benefits for a period of six months.

In April 2001, and amended December 31, 2006, and September 30, 2007, the Board of Directors approved the implementation of the Executive Salary Continuation Plan (SCP), which is a non-qualified executive benefit plan in which the Company agrees to pay the executive additional benefits in the future in return for continued satisfactory performance by the executive.

The payments are fixed by contract and do not depend on years of credited service. The Company makes contributions to segregated accounts for the benefit of the Salary Continuation Plan beneficiaries. Such accounts earn annual interest at 10%.ten percent.

Benefits under the salary continuation plan include income generally payable commencing upon a designated retirement date for the employee’s life, disability, or termination of employment, and a death benefit for the participants’ designated beneficiaries.

Key-man life insurance policies were purchased as an investment to offset the Company’s contractual obligation to pay pre-retirement death benefits and to recover the Company’s cost of providing benefits. The executive is the insured under the policy, while the Company is the owner and beneficiary. The insured executive has no claim on the insurance policy, its cash value or the proceeds thereof.

A termination resulting from a reason other than specific cause or change of control will be deemed an early retirement. In the event of an early retirement, the vested balance will be paid as a lump sum or over a period of five years. In the event of a change in control, the payment terms are fixed (see discussion below), and would be paid in addition to amounts owned under the executive’s employment agreement. In the event of a termination for cause, no payments will be made to the terminated executive.

The following table illustrates the approximate annual retirement income that may become payable to a named executive officer assuming benefits commence at age 65 and 61. Mr. MayerMoty and Mrs. Miles benefits are payable over twenty years, or life. Mr. Moty, Mr. Eslick and Mrs. Blais benefits are payable over a period of ten years.