Exhibit
3.2













BY-LAWS





OF





HERITAGE
COMMERCE CORP





(a
California corporation)





as
amended on September 27, 2001























































































TABLE
OF CONTENTS
 (continued)






Page


Section 1.
            OFFICES
            1




1.1
            Principal
      Office
            1




1.2
            Other
      Offices
            1




Section
      2.
            DIRECTORS
            1




2.1
            Exercise
      of Corporate Powers
            1




2.2
            Number
            1




2.3
            Qualification
      of Directors
            1




2.4
            Compensation
            1




2.5
            Election
      and Term of Office
            1




2.6
            Annual
      Review of Board Policy Statement and Director
      Nominations
            1




2.7
            Election
      of Officers of the Board
            1




2.8
            Vacancies
            1




2.9
            Nominations
      for Election of Directors
            2




2.10
            Removal
            2




Section
      3.
            OFFICERS
            3




3.1
            Election
      and Qualifications
            3




3.2
            Term
      of Office and Compensation
            3




3.3
            Removal
      and Vacancies
            3




Section
      4.
            CHAIRMAN
      OF THE BOARD
            3




4.1
            Powers
      and Duties
            3




Section
      5.
            PRESIDENT
            3




5.1
            Powers
      and Duties
            3




5.2
            President
      pro tem
            3




Section
      6.
            VICE
      PRESIDENT
            3




6.1
            Powers
      and Duties
            3




Section
      7.
            SECRETARY
            3




7.1
            Powers
      and Duties
            3




Section
      8.
            CHIEF
      FINANCIAL OFFICER
            4




8.1
            Powers
      and Duties
            4




-i-


Section
      9.
            COMMITTEES
      OF THE BOARD
            4




9.1
            Appointment
      and Procedure
            4




9.2
            Powers
            8




9.3
            Executive
      Committee
            5




Section 10.
              MEETINGS
      OF SHAREHOLDERS
              5







10.1
            Place
      of Meetings
            5




10.2
            Time
      of Annual Meetings
            5




10.3
            Special
      Meetings
            5




10.4
            Notice
      of Meetings
            5




10.5
            Delivery
      of Notice
            6




10.6
            Adjourned
      Meetings
            6




10.7
            Consent
      to Shareholders’ Meeting
            6




10.8
            Quorum
            6




10.9
            Voting
      Rights
            6




10.10
              Determination
      of Holders of Record
              6
  10.11
              Elections
      for Directors
              6
  10.12
              Proxies
              7  10.13
              Inspectors
      of Election
              7










Section 11.
            MEETINGS
      OF DIRECTORS
            7







11.1
            Place
      of Meetings
            7




11.2
            Regular
      Meetings
            7




11.3
            Special
      Meetings
            7




11.4
            Notice
      of Meetings
            7




11.5
            Quorum
            7




11.6
            Adjourned
      Meetings
            7




11.7
            Waiver
      of Notice and Consent
            7




11.8
            Action
      Without a Meeting
            7




11.9
            Conference
      Telephone Meetings
            8




11.10
            Meetings
      of Committees
            8







Section 12.
            SUNDRY
      PROVISIONS
            8







12.1
            Instruments
      in Writing
            8




12.2
            Fiscal
      Year
            8




12.3
            Shares
      Held by the Corporation
            8




12.4
            Certificates
      of Stock
            8




12.5
            Lost
      Certificates
            8




-ii-


12.6
            Certification
      and Inspection of By-Laws
            8




12.7
            Notices
            8




12.8
              Reports
      to Shareholders
              8





12.9
            Indemnification
      of Directors, Officers and Employees
            8




Section 13.
              CONSTRUCTION
      OF BY-LAWS WITH REFERENCE TO PROVISIONS OF LAWS
              9


13.1
            Definitions
            9




13.2
            By-Law
      Provisions Additional and Supplemental to Provisions of
      Law
            9




13.3
            By-Law
      Provisions Contrary to or Inconsistent with Provisions of
      Law
            9


Section 14.
              ADOPTION,
      AMENDMENT OR REPEAL OF
    BY-LAWS
              9







14.1
            By
      Shareholders
            9




14.2
            By
      the Board of Directors
            9


























































-iii-




BY-LAWS


OF


HERITAGE
COMMERCE CORP


(a
California corporation)




as
amended on September 27, 2001




Section
1.  OFFICES




1.1  Principal
Office.  The principal office for the transaction of the
business of the corporation shall be located at 150 Almaden Boulevard, 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 eleven nor more than
twenty-one, the exact number within such minimum and maximum limits to be fixed
and determined from time to time by resolution of a majority of the full Board
or by resolution of a majority of the shareholders at any meeting
thereof.




2.3  Qualification of
Directors.  No person shall be a member of the board of
directors who is a director, executive officer, branch manager or trustee for
any unaffiliated commercial bank, savings bank, trust company, savings and loan
association, building and loan association, industrial bank or credit union that
is engaged in business in (i) any city, town or village in which the corporation
or any affiliate or subsidiary thereof has offices, or (ii) any city, town or
village adjacent to a city, town or village in which the corporation or any
affiliate or subsidiary thereof has offices.  The Board of Directors
of the corporation, or a committee thereof, shall determine whether any person
who seeks to become a director complies with the provisions of this Section
2.3.  The directors of the corporation need not be shareholders of the
corporation.




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




2.5  Election and Term of
Office.  At each annual meeting of shareholders, directors
shall be elected to hold office until their respective successors have been
elected and qualified, 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  Annual Review of Board Policy
Statement and Director Nominations.  The Board Directors shall
adopt and maintain a Board Policy Statement which shall establish standards and
provide guidance to the Board with respect to legal issues, attendance at Board
and Board committee meetings, and related issues of director participation in
Board and corporate activities.  The Board of Directors shall, at a
meeting of the Board during the fourth quarter of each year, consider the
following:  the Board Policy Statement and the performance of the
Board and of individual Board members in light of the requirements of the Board
Policy Statement the structure, function and membership of Board committees;
strategies for increasing the effectiveness of the Board; the Board’s
nominations for the Board of Directors at the following year’s annual meeting of
the corporation’s shareholders; and nominees for positions as officers of the
Board.




2.7  Election of Officers of the
Board.  The Board of Directors shall, at its regularly
scheduled meeting in December of each year, consider the organization of the
Board, the Board’s nominations for the Board of Directors at the following
year’s annual meeting of the corporation’s shareholders, the election of
officers of the Board, and any other business that results from the Board’s
annual review of the Board Policy Statement.  Officers of the Board
shall be elected for one-year terms.  The unexpired term of any Board
officer who ceases to be a member of the Board of Directors during his or her
term as a Board officer may, at the discretion of the remaining Board members,
be filled through the election another Board member to fill the unexpired
term.




2.8  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 (1) the unanimous written consent of the directors
then in office, (2) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice, or (3) 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.




1


2.9  Nomination, Classification, Election
and Term of Office.




(a)  Nomination
for election 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 shall be made in writing and shall be delivered or mailed to the
President of the Corporation not less than 21 days nor more than 60 days prior
to any meeting of shareholders called for the election of directors; provided,
however, that if less than 21 days’ notice is given to shareholders, such notice
of intention to nominate shall be mailed or delivered to the President of the
Corporation not later than the close of business on the tenth day following the
day on which the notice of such meeting is sent by third class mail (if
permitted by law), no notice of intention to make nominations shall be
required.  Such notification shall contain the following information
to the extent known to the notifying shareholder:




(1)  the name
and address of each proposed nominee;




(2)  the
principal occupation of each proposed nominee;




(3)  the
number of shares of capital stock of the Corporation owned by each proposed
nominee;




(4)  the name
and residence address of the notifying shareholder, and




(5)  the
number of shares of capital stock of the Corporation owned by the notifying
shareholder.




(6)  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 shareholder and the identities and locations of any
such institutions.




(7)  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.




(8)  a
statement regarding the nominee’s compliance with Section 2.3 of these
Bylaws.




Nominations
not made in accordance herewith may, in the discretion of the Chairman of the
meeting, be disregarded and upon the Chairman’s instructions, the inspectors of
election can disregard all votes cast for each such nominee.  A copy
of this paragraph shall be set forth in a notice to shareholders of any meeting
at which directors are to be elected.




(b)  In the
event that the authorized number of directors shall be fixed at nine (9) or
more, the Board of Directors shall be divided into three classes, designated
Class I, Class II and Class III.  Each class shall consist
of one-third of the directors or as close an approximation as
possible.  The initial term of office of the directors of Class I
shall expire at the annual meeting to be held during fiscal year 2002, the
initial term of office of the directors of Class II shall expire at the
annual meeting to be held during fiscal 2003 and the initial term of office of
the directors of Class III shall expire at the annual meeting to be held
during fiscal year 2004.  At each annual meeting, commencing with the
annual meeting to be held during fiscal year 2002, each of the successors to the
directors of the class whose term shall have expired at such annual meeting
shall be elected for a term running until the third annual meeting next
succeeding his or her election and until his or her successor shall have been
duly elected and qualified.




In the
event that the authorized number of directors shall be fixed with at least six
but less than nine, the Board of Directors shall be divided into two classes,
designated Class I and Class II.  Each class shall consist of one-half
of directors or as close an approximation as possible.  At each annual
meeting, each of the successors to the directors of the class whose term shall
have expired at such annual meeting shall be elected for a term running until
the second annual meeting next succeeding his or her election and until his or
her successor shall have been duly elected and qualified.




Notwithstanding
the rule that the classes shall be as nearly equal in number of directors as
possible, in the event of any change in the authorized number of directors, each
director then continuing to serve as such shall nevertheless continue as a
director of the class of which he or she is a member until the expiration of his
or her current term, or his or her prior death, resignation or
removal.




At each
annual election, the directors chosen to succeed those whose terms then expire
shall be of the same class as the directors they succeed, unless, by reason of
any intervening changes in the authorized number of directors, the Board of
Directors shall designate one or more directorships whose term then expires as
directorships of another class in order more nearly to achieve equality of
number of directors among the classes.




This
section may only be amended or repealed by approval of the Board of Directors
and the outstanding shares (as defined in Section 152 of the California General
Corporation Law) voting as a single class, notwithstanding Section 903 of the
California General Corporation Law.




2.10  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)  A
director may not be removed if the votes cast against removal of the director,
or not consenting in writing to the removal, would be sufficient to elect the
director if voted cumulatively (without regard to whether shares may otherwise
be voted cumulatively) at an election at which the same total number of votes
were cast (or, if the action is taken by written consent, all shares entitled to
vote were voted) and either the number of directors elected at the most recent
annual meeting of shareholders, or if greater, the number of directors for whom
removal is being sought, were then being elected.




2


(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 or amendment reducing the number
of classes of directors does not remove any director prior to the expiration of
the 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 Board of Directors,
and to call meetings of the shareholders and of the Board of Directors to be
held within the limitations prescribed by law or by these By-Laws, at such times
and at such places as the Chairman of the Board shall deem
proper.  The Chairman of the Board shall have such other powers and
shall be subject to such other duties as the Board of Directors may from time to
time prescribe.




Section
5.  PRESIDENT




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




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




(b)  To
preside at all meetings of the shareholders and, in the absence of the Chairman
of the Board, or if there be none, at all meetings 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 tern may be chosen to
preside at such meeting.




Section
6.  VICE
PRESIDENT




6.1  Powers and
Duties.  In case of the absence, disability or death of the
President, the Vice President, or one of the Vice Presidents, shall exercise all
the powers and perform all the duties of the President If there is more than one
Vice 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 President or 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.




3


(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 12.4 hereof.




(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
committees, each consisting of two or more directors, to serve at the pleasure
of the Board.  The Board 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 appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors.




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:




4


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




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




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




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




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




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




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




9.3  Executive
Committee.  In the event that the Board of Directors appoints
an Executive Committee, such Executive Committee, in all cases in which specific
direction to the contrary shall not have been given by the Board of Directors,
shall have and may exercise, during the intervals between the meetings of the
Board of Directors, all the powers and authority of the Board of Directors in
the management of the business and affairs of the corporation (except as
provided in 9.2 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 the third Thursday in May of each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding business day not a legal holiday, or
such other time or date as may be set by the Board of Directors.




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 (1) 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 (2) in the case of the annual meeting, those
matters which the Board, at the time of the mailing of the notice, intends to
present for action by the shareholders but subject to the provisions of
subdivision (b) any proper matter may be presented at the meeting for such
action.  The notice of any meeting at which directors are to be
elected shall include the names of nominees intended at the time of the notice
to be presented by the Board for election.




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




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




(2)  proposal
to amend the Articles of Incorporation;




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




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




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




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.




5


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 10.4(b).




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 otherwise provided in the Articles of
Incorporation or in any statute 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.




10.11  Elections for
Directors.




(a)  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




(b)  Elections
for directors need not be by ballot unless a shareholder demands election by
ballot at the meeting and before the voting begins.




6


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.




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 (4) days’ notice by mail or forty-eight (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 11.6, 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.




7


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




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




Section
12.  SUNDRY
PROVISIONS




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




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




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




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




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




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




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




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




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.




8


(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.




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 13.2 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.




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.




9


CERTIFICATE
OF SECRETARY




KNOW
ALL PERSONS BY THESE PRESENTS:




That the
undersigned does hereby certify that the undersigned is the Secretary of
Heritage Commerce Corp, 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:
September 27, 2001




/s/ Rebecca A.
Levey


Secretary


Rebecca A. Levey


10


CERTIFICATE
OF SECRETARY




I,
REBECCA LEVEY, Secretary of HERITAGE COMMERCE CORP., a California corporation,
do hereby certify that the following is a true and correct copy of resolutions
adopted by the Shareholders of the corporation at the Annual Meeting of
Shareholders duly held on May 26, 2005; that the originals thereof are contained
in Minute Book of the corporation; and that such resolutions are in full force
and effect and have not been altered, amended, modified or revoked:




Section
2.9 is hereby amended by deleting subparagraph (b).  Section 2.9 shall
read in its entirety as follows:




2.9           Nomination,
Election and Term of Office.




(a)           Nomination
for election 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 shall be made in writing and shall be delivered or mailed to the
President of the Corporation not less than 21 days nor more than 60 days prior
to any meeting of shareholders called for the election of directors; provided,
however, that if less than 21 days’ notice is given to shareholders, such notice
of intention to nominate shall be mailed or delivered to the President of the
Corporation not later than the close of business on the tenth day following the
day on which the notice of such meeting is sent by third class mail (if
permitted by law), no notice of intention to make nominations shall be
required.  Such notification shall contain the following information
to the extent known to the notifying shareholder:




(1)           the
name and address of each proposed nominee;




(2)           the
principal occupation of each proposed nominee;




(3)           the
number of shares of capital stock of the Corporation owned by each proposed
nominee;




(4)           the
name and residence address of the notifying shareholder;




(5)           the
number of shares of capital stock of the Corporation owned by the notifying
shareholder;




(6)           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 shareholder and the identities and locations of any
such institutions;




(7)           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




(8)           a
statement regarding the nominee’s compliance with Section 2.3 of these
Bylaws.




Nominations
not made in accordance herewith may, in the discretion of the Chairman of the
meeting, be disregarded and upon the Chairman’s instructions, the inspectors of
election can disregard all votes cast for each nominee.  A copy of
this paragraph shall be set forth in a notice to shareholders of any meeting at
which directors are to be elected.




(b)           Directors
shall be elected at each annual meeting of the shareholders to hold office until
the next annual meeting.  Each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified.




Section
2.10 is hereby amended to read in its entirety as follows:




2.10           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 the removal, would be
sufficient to elect the director if voted cumulatively at an election at which
the same total number of votes were cast (or, if the 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.




(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 or amendment reducing the number
of classes of directors does not remove any director prior to the expiration of
the director’s term of office.




IN
WITNESS WHEREOF, I hereby set my hand this 26thday of
May, 2005.







/s/ Rebecca
Levey


Rebecca Levey,
Secretary


1


HERITAGE
COMMERCE CORP




CERTIFICATE
OF SECRETARY




I,
Rebecca Levey, Secretary of Heritage Commerce Corp, a California corporation, do
hereby certify that the Heritage Commerce Corp Board of Directors adopted
resolutions amending the Heritage Commerce Corp Bylaws to permit Heritage
Commerce Corp to implement a book-entry Direct Registration System, which allows
shares of stock to be owned, reported, and transferred electronically without
the need for physical stock certificates.  Previously the Heritage
Commerce Corp Bylaws required certificates to be issued upon transfer of shares
and to replace lost certificates.  Under California law, a shareholder
may still receive a paper certificate upon request.  The amendments to
the Bylaws become effective November 15, 2007.  The test of the
amendment to Heritage Commerce Corp’s Bylaw is attached hereto.




IN
WITNESS WHEREOF, I hereby set my hand this 15th day of
November, 2007.







/s/ Rebecca
Levey


Rebecca Levey, Corporate
Secretary


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Amendment
to Heritage Commerce Corp Bylaws




Effective
November 15, 2007, Section 12.4 of the Bylaws of Heritage Commerce Corp was
amended to read as follows:




12.4           Certificates; Direct Registration
System.  Shares of the corporation’s stock may be certificated
or uncertificated, as provided under the California General Corporation
Law.  Any certificates that are issued shall be signed in the name of
the corporation by the Chairman of the Board, the Vice Chairman of the Board,
the President, or a Vice President and by the Chief Financial Officer, an
Assistant Treasurer, the Corporate Secretary, or an Assistance 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 a
facsimile.  In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have 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. Shares of the corporation’s capital stock may also be evidenced by
registration in the holder’s name in uncertificated, book-entry form on the
books of the corporation in accordance with a direct registration system
approved by the Securities and Exchanges Commission and by any securities
exchange on which the stock of the corporation may from time to time be
traded.




Transfers
of shares of stock of the corporation shall be made by the transfer agent and
registrar on the books of the corporation after receipt of a request with proper
evidence of succession, assignment, or authority to transfer by the record
holder of such stock, or by an attorney lawfully constituted in writing, and in
the case of stock represented by a certificate, upon surrender of the
certificate.  Subject to the foregoing, the Board of Directors shall
have power and authority to make such rules and regulations as it shall deem
necessary or appropriate concerning the issue, transfer, and registration of
shares of stock of the corporation, and to appoint and remove transfer agents
and registrars of transfers.




Effective
November 15, 2007, Section 12.5 of the Bylaws of Heritage Commerce Corp was
amended to read as follows:




12.5           Lost
Certificates.  Any person claiming a certificate of stock to be
lost, stolen, mislaid, or destroyed shall make an affidavit or affirmation of
that fact and verify the same in such manner as the Board of Directors may
require, and shall, if the Board of Directors so requires, give the corporation,
its transfer agent, registrars, and/or other agents a bond of indemnity in form
approved by counsel, and in amount and with such sureties as may be satisfactory
to the corporate secretary of the corporation, before a new certificates (or
uncertificated shares in lieu of a new certificate) may be issued of the same
tenor and for the same number of shares as the one alleged to have been lost,
stolen, mislaid, or destroyed.




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CERTIFICATE
OF SECRETARY




I,
Rebecca Levey, Secretary of Heritage Commerce Corp, a California corporation, do
hereby certify that the following is a true and correct copy of resolutions
adopted by the Board of Directors of the corporation at its meeting held on
December 16, 2008; that the originals thereof are contained in Minute Book
of the corporation; and that such resolutions are in full force and effect and
have not been altered, attended, modified or revoked;




Effective
December 16, 2008, Section 2.2 of the Bylaws of Heritage Commerce Corp to read
in its entry as follows:




2.2           Number.  The
number of the corporation’s directors shall be not less than eleven nor more
than twenty-one, 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 corporation’s Fixed Rate Cumulative Perpetual Preferred
Stock, Series A (the “Designated Preferred Stock”) is outstanding: (i) whenever,
at an 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 all
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 corporation’s board or 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.




Dated:  December
19, 2008




/s/ Rebecca
Levey


Rebecca Levey, Corporate
Secretary





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