Q1 2004 Exhibit 4.2




Exhibit 4.2


	
HERITAGE       

                       COMMERCE CORP

                       CONTACT:  Rebecca A. Levey,

                       Senior Vice President

                       408-947-6900

	
THE CEREGHINO GROUP

                       CORPORATE INVESTOR RELATIONS

                       5333 15TH AVENUE SOUTH, SUITE 1500

                       SEATTLE, WA 98108

                       206.762.0993

















HERITAGE COMMERCE CORP ANNOUNCES FINAL TERMS OF SETTLEMENT


WITH PROXY CONTESTANTS

San Jose, CA - May 6, 2004 - Heritage Commerce Corp (NASDAQ: HTBK), parent
company of Heritage Bank of Commerce, today announced the final terms of the
previously announced standstill and settlement agreement with certain
shareholders who were conducting a proxy contest in connection with the upcoming
shareholders meeting, scheduled for May 27, 2004. 

The participants in the solicitation were James "Jim" D'Amico, Arthur "Art"
Carmichael, Jr., William "Boots" Del Biaggio, III, William "Bill" D. Dallas,
Tracey Enfantino, Robert W. Peters, Gary L. Thornhill, Ranson W. Webster and
Norman "Norm" P. Creighton.  

Under the terms of the settlement, the participants have agreed to withdraw
their preliminary proxy statement, filed with the SEC on April 23, as amended
May 4, and have agreed to withdraw the notice of the nomination of their slate
of directors.  Also, the participants have agreed that for two years they will
not participate in any of the following activities, unless approved by Heritage
Commerce Corp's board:



	any tender or exchange offer for the Company's voting stock other than
tendering or selling their own stock to another person and voting their own
stock on a tender or exchange offer being made by another person
	sell short, or enter into any hedging, derivative or similar transactions
regarding the Company's voting stock
	solicit proxies or consents with respect to the Company's voting stock or
participate in any proxy solicitation with respect to the Company's voting
stock, except for voting the participants' own stock
	nominate any director for the Company or any of its subsidiaries, or
participate with any other shareholder in doing so, except for recommending
director candidates to the board of the Company or any board committee
	seek to control the management, board, policies, or affairs of the Company
or solicit, propose, or seek any form of business combination or other
extraordinary transaction with the Company or any restructuring,
recapitalization, similar transaction, or other transaction not in the ordinary
course of business, except for selling or purchasing voting stock
themselves
	request the Company's shareholder list or any information relating to
beneficial owners of the Company's stock or request the Company to distribute
materials to any of the Company's shareholders
	seek access to any of the Company's books and records
	enter into any shareholder agreement, voting agreement or voting trust with
other shareholders



In return, Heritage Commerce Corp. has agreed that:


	as previously announced, Brad L. Smith would resign immediately as chief
executive officer and as a director
	it will appoint William J. Del Biaggio, Jr., its chairman of the board, and
as interim CEO during the search for a permanent replacement
	effective immediately, Ranson W. Webster will be appointed to fill Smith's
position on the board.  The Company has agreed to re-nominate Webster to the
board at the expiration of his term in 2005 and will recommend his re-election
to the shareholders in the Company's proxy materials for the 2005 annual
meeting.  Webster will be appointed chairman of the corporate governance and
nominating committee  
	it will consider director recommendations the participants may make in the
future
	for a period of 120 days, Norman P. Creighton will provide consulting
services to the Company for compensation of $2,000 plus expenses.  Thereafter,
Creighton and the Company may agree to appoint Creighton as a director provided
he resigns from the advisory board of Comerica Bank
	it will reimburse the participants for expenses of up to $75,000 incurred in
connection with their preliminary proxy statement



The participants and the Company have also agreed to a mutual release of any
legal liability to the other in connection with matters concerning the annual
meeting, the nomination of directors, the related proxy material and certain
other matters. 


The Company intends to file the standstill agreement as an exhibit to its 10-Q
report for the first quarter of 2004, which it expects to file by Monday, May
10.

Heritage Commerce Corp, a bank holding company established in February 1998,
is the parent company of Heritage Bank of Commerce, headquartered in San Jose
with an office located in Los Gatos. Heritage Bank of Commerce is an independent
full service community business bank with three divisions: Heritage Bank East
Bay, in Fremont and Danville; Heritage Bank South Valley in Morgan Hill and
Gilroy, and Bank of Los Altos, with two locations in Los Altos and one in
Mountain View. Additionally, Heritage Capital Group, the bank's asset based
lending division, has offices in San Jose and Los Angeles. Heritage Bank of
Commerce is also an
SBA Preferred Lender ranked the third largest SBA lender in Northern
California, eighth in the State, and has SBA Loan Production Offices in San
Jose, Fresno, Santa Cruz, Elk Grove, Watsonville, Chico, Glendale, Irvine and
Pittsburg, California.

 

This release may contain forward-looking statements that are
subject to risks and uncertainties. Such risks and uncertainties may include but
are not necessarily limited to fluctuations in interest rates and monetary
policy established by the Federal Reserve, inflation, government regulations,
general economic conditions, competition within the business areas in which the
Company is conducting its operations, including the real estate market in
California, results of bankruptcy proceedings in which the Company is an
unsecured creditor, and other factors beyond the Company's control. Such risks
and uncertainties could cause results for subsequent interim periods or for the
entire year to differ materially from those indicated. For a discussion of
factors which could cause results to differ, please see the Company's reports on
Forms 10-K and 10-Q as filed with the Securities and Exchange Commission and the
Company's press releases. Readers should not place undue reliance on the
forward-looking statements, which reflect management's view only as of the date
hereof. The Company undertakes no obligation to publicly revise these forward-
looking statements to reflect subsequent events or
circumstances.