Exhibit 3.2  BY-LAWS  OF  HERITAGE COMMERCE CORP  (a California corporation)  As last amended on December 17, 2009


TABLE OF CONTENTS (continued)  PageSection
  1.
  
  OFFICES
  
  11.1
  
  Principal
  Office
  
  11.2
  
  Other
  Offices
  
  1Section
  2.
  
  DIRECTORS
  
  12.1
  
  Exercise
  of Corporate Powers
  
  12.2
  
  Number
  
  12.3
  
  Qualification
  of Directors
  
  12.4
  
  Compensation
  
  12.5
  
  Election
  and Term of Office
  
  12.6
  
  Annual
  Review of Board Policy Statement and Director Nominations
  
  22.7
  
  Election
  of Officers of the Board
  
  22.8
  
  Vacancies
  
  22.9
  
  Nominations
  for Election of Directors
  
  22.10
  
  Removal
  
  4Section
  3.
  
  OFFICERS
  
  43.1
  
  Election
  and Qualifications
  
  43.2
  
  Term
  of Office and Compensation
  
  43.3
  
  Removal
  and Vacancies
  
  4Section
  4.
  
  CHAIRMAN
  OF THE BOARD
  
  44.1
  
  Powers
  and Duties
  
  4Section
  5.
  
  PRESIDENT
  
  55.1
  
  Powers
  and Duties
  
  55.2
  
  President
  pro tem
  
  5Section
  6.
  
  VICE
  PRESIDENT
  
  56.1
  
  Powers
  and Duties
  
  5Section
  7.
  
  SECRETARY
  
  57.1
  
  Powers
  and Duties
  
  5Section
  8.
  
  CHIEF
  FINANCIAL OFFICER
  
  68.1
  
  Powers
  and Duties
  
  6Section
  9.
  
  COMMITTEES
  OF THE BOARD
  
  69.1
  
  Appointment
  and Procedure
  
  69.2
  
  Powers
  
  79.3
  
  Executive
  Committee
  
  7Section
  10.
  
  MEETINGS
  OF SHAREHOLDERS
  
  7  i


TABLE OF CONTENTS (continued)  Page10.1
  
  Place
  of Meetings
  
  710.2
  
  Time
  of Annual Meetings
  
  710.3
  
  Special
  Meetings
  
  710.4
  
  Notice
  of Meetings
  
  710.5
  
  Delivery
  of Notice
  
  810.6
  
  Adjourned
  Meetings
  
  810.7
  
  Consent
  to Shareholders Meeting
  
  810.8
  
  Quorum
  
  910.9
  
  Voting
  Rights
  
  910.10
  
  Determination
  of Holders of Record
  
  910.11
  
  Elections
  for Directors
  
  1010.12
  
  Proxies
  
  1010.13
  
  Inspectors
  of Election
  
  10Section
  11.
  
  MEETINGS
  OF DIRECTORS
  
  1111.1
  
  Place
  of Meetings
  
  1111.2
  
  Regular
  Meetings
  
  1111.3
  
  Special
  Meetings
  
  1111.4
  
  Notice
  of Meetings
  
  1111.5
  
  Quorum
  
  1111.6
  
  Adjourned
  Meetings
  
  1111.7
  
  Waiver
  of Notice and Consent
  
  1111.8
  
  Action
  Without a Meeting
  
  1111.9
  
  Conference
  Telephone Meetings
  
  1211.10
  
  Meetings
  of Committees
  
  12Section
  12.
  
  SUNDRY
  PROVISIONS
  
  1212.1
  
  Instruments
  in Writing
  
  1212.2
  
  Fiscal
  Year
  
  1212.3
  
  Shares
  Held by the Corporation
  
  1212.4
  
  Certificates
  of Stock
  
  1212.5
  
  Lost
  Certificates
  
  1212.6
  
  Certification
  and Inspection of By-Laws
  
  1212.7
  
  Notices
  
  1212.8
  
  Reports
  to Shareholders
  
  1312.9
  
  Indemnification
  of Directors, Officers and Employees
  
  13  ii


TABLE OF CONTENTS (continued)  PageSection
  13.
  
  CONSTRUCTION
  OF BY-LAWS WITH REFERENCE TO PROVISIONS OF LAW
  
  1313.1
  
  Definitions
  
  1313.2
  
  By-Law
  Provisions Additional and Supplemental to Provisions of Law
  
  1313.3
  
  By-Law
  Provisions Contrary to or Inconsistent with Provisions of Law
  
  14Section
  14.
  
  ADOPTION,
  AMENDMENT OR REPEAL OF BY-LAWS
  
  1414.1
  
  By
  Shareholders
  
  1414.2
  
  By
  the Board of Directors
  
  14  iii


BY-LAWS  OF  HERITAGE COMMERCE CORP  (a California corporation)  As last amended on December 17, 2009  Section 1.OFFICES  1.1Principal 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.  1.2Other 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  2.1Exercise 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.  2.2Number.  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.  2.3Qualification 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.  2.4Compensation.  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.  2.5Election 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  1


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.  2.6Annual 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.  2.7Election 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.  2.8Vacancies.  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.  2.9Nomination, 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  2


(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.  3


2.10Removal.  (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)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  3.1Election 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.  3.2Term 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.  3.3Removal 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  4.1Powers 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.  4


Section 5.PRESIDENT  5.1Powers 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.  5.2President 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  6.1Powers 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  7.1Powers and Duties. 
The powers and duties of the Secretary are:  (a)To keep a book of minutes at the principal office of
the corporation, or such other place as the Board of Directors may order, of
all meetings of its directors and shareholders with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors meetings, the number
of shares present or represented at shareholders meetings and the proceedings
thereof.  (b)To keep the seal of the corporation and to affix the
same to all instruments which may require it.  (c)To keep or cause to be kept at the principal office of
the corporation, or at the office of the transfer agent or agents, a share
register, or duplicate share registers, showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for shares, and the number and date of
cancellation of every certificate surrendered for cancellation.  (d)To keep a supply of certificates for shares of the
corporation, to fill in all certificates issued, and to make a proper record of
each such issuance; provided, that so long as the corporation shall have one  5


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  8.1Powers 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  9.1Appointment 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.  6


9.2Powers.  Any committee appointed by the Board of
Directors, to the extent provided in the resolution of the Board or in these
By-Laws, shall have all the authority of the Board except with respect to:  (a)the approval of any action which requires the approval
or vote of the shareholders;  (b)the filling of vacancies on the Board or on any
committee;  (c)the fixing of compensation of the directors for
serving on the Board or on any committee;  (d)the amendment or repeal of By-Laws or the adoption of
new By-Laws;  (e)the amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable;  (f)a distribution to the shareholders of the corporation,
except at a rate, in a periodic amount or within a price range set forth in the
articles or determined by the Board; and  (g)the appointment of other committees of the Board or
the members thereof.  9.3Executive 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  10.1Place 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.  10.2Time 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.  10.3Special 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.  10.4Notice 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.  7


(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.  10.5Delivery of Notice.  Notice of a
shareholders meeting or any report shall be given either personally or by
first class mail or in the case of a corporation with outstanding shares held
of record by 500 or more persons (determined as provided in Section 605 of
the California General Corporation Law) on the record date for the shareholders
meeting, notice may be sent third class mail, or other means of written
communication, addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice; or if no such address appears or is
given, at the place where the principal executive office of the corporation is
located or by publication at least once in a newspaper of general circulation
in the county in which the principal executive office is located.  The notice or report shall be deemed to have
been given at the time when delivered personally or deposited in the mail or
sent by other means of written communication. 
An affidavit of mailing of any notice or report in accordance with the
provisions of this section, executed by the Secretary, Assistant Secretary or
any transfer agent, shall be prima facie evidence of the giving of the notice
or report.  If any notice or report addressed to the shareholder
at the address of such shareholder appearing on the books of the corporation is
returned to the corporation by United States Postal Service marked to indicate
that the United States Postal Service is unable to deliver the notice or report
to the shareholder at such address, all future notices or reports shall be
deemed to have been duly given without further mailing if the same shall be
available for the shareholder upon written demand of the shareholder at the
principal executive office of the corporation for a period of one year from the
date of the giving of the notice or report to all other shareholders.  10.6Adjourned 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.  10.7Consent 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,  8


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).  10.8Quorum.  (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).  10.9Voting 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.  10.10Determination 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.  9


(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.  10.11Elections 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.  10.12Proxies.  (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.  10.13Inspectors 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  10


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  11.1Place 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.  11.2Regular 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.  11.3Special 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,  11.4Notice 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.  11.5Quorum.  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.  11.6Adjourned 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.  11.7Waiver 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.  11.8Action 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  11


action.  Such written consent or consents shall be filed
with the minutes of the proceedings of the Board.  Such action by written consent shall have the
same force and effect as a unanimous vote of such directors.  11.9Conference 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  11.10Meetings 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  12.1Instruments 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.  12.2Fiscal Year.The fiscal year of this corporation shall
commence on January 1st and end on December 31 of each year.  12.3Shares 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.  12.4Certificates 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.  12.5Lost 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.  12.6Certification 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.  12.7Notices.  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  12


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.  12.8Reports 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.  12.9Indemnification of Directors,
Officers and Employees.  (a)The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any proceeding, by reason of
the fact that such person is or was an agent of the corporation, to the fullest
extent permitted by Section 317 of the California General Corporation Law,
as amended from time to time.  The term proceeding
and agent in the foregoing sentence shall have the meanings given to them in Section 317
of the California General Corporation Law, as amended from time to time.  (b)The indemnification provided by this section shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office, to the extent
such additional rights to indemnification are authorized in the articles of the
corporation.  The rights to indemnity
hereunder shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person. 
Nothing contained in this section shall affect any right to
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.  (c)This section does not apply to any proceeding against
any trustee, investment manager or other fiduciary of an employee benefit plan
in such persons capacity as such, even though such person may also be an agent
as defined in subdivision (a) of the corporation.  The corporation shall, and it hereby agrees
to, indemnify such trustee, investment manager or other fiduciary to the extent
permitted by subdivision (f) of Section 207 of the California General
Corporation Law, as amended from time to time.  (d)Nothing in this section shall restrict the power of
the corporation to indemnify its agents under any provision of the California
General Corporation Law, as amended from time to time, or under any other
provision of law from time to time applicable to the corporation, nor shall
anything in this section authorize the corporation to indemnify its agents in
situations prohibited by the California General Corporation Law or other
applicable law.  Section 13.CONSTRUCTION OF BY-LAWS WITH
REFERENCE TO PROVISIONS OF LAW  13.1Definitions.  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.  13.2By-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


13.3By-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  14.1By 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.  14.2By 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.  14


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. LeveySecretaryRebecca
  A. Levey  15


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:  2.9Nomination,
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.  16


Section 2.10 is hereby amended to read in its
entirety as follows:  2.10Removal.  (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 LeveyRebecca
  Levey, Secretary  17


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 15thday of November, 2007.   /s/
  Rebecca LeveyRebecca
  Levey, Corporate Secretary  1


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:  12.4Certificates;
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:  12.5Lost
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.  1


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:  2.2Number.  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 shall
automatically be increased by two (but shall in no event be increased to a
number of directors that is greater than the maximum number of directors set
forth in Section 2.2 of these bylaws); and (ii) this sentence may not
be modified, amended or repealed by the 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 LeveyRebecca
  Levey, Corporate Secretary  2


HERITAGE COMMERCE CORP  CERTIFICATE OF SECRETARY  The
undersigned, Janet Walworth, hereby certifies that she is the Corporate
Secretary of Heritage Commerce Corp, a California corporation (the Corporation),
and further certifies, on behalf of the Corporation (and not in her individual
capacity), that attached hereto as Exhibit A is true and correct copy of
the resolutions which were duly adopted by the Board of Directors of the
Corporation at a meeting held on December 17, 2009.  The resolutions have not been modified or
rescinded as of the date hereof, and are in full force and effect on the date
hereof.  IN
WITNESS WHEREOF, I hereby set my hand this 17th day of December, 2009.   /s/
  Janet WalworthJanet
  Walworth, Secretary  3


EXHIBIT A  AMENDMENT TO SECTION 12.9
OF THE HERITAGE COMMERCE CORP BYLAWS  Section 12.9 of the Heritage Commerce Corp Bylaws is hereby
amended to read in its entirety as follows:  (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 agent in the foregoing sentence means any person who is or was a
director, officer, or employee of the corporation, or is or was serving at the
request of the corporation as a director, officer, or employee of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise.  The term proceeding  in the foregoing sentence shall have the
meaning given to the term in Section 317 of the California General
Corporation Law, as amended from time to time.  4