THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Heritage Commerce Corp (HTBK)

4/11/2006 Proxy Information

TRANSACTIONS WITH MANAGEMENT AND OTHERS

There are no existing or proposed material transactions between Commerce Corp and any of Commerce CorpÕs directors, executive officers, nominees for election as a director, or the immediate family or associates of any of the foregoing persons.

INDEBTEDNESS OF MANAGEMENT

Some of Commerce CorpÕs directors and executive officers, as well as their immediate family and associates, are customers of, and have had banking transactions with, Commerce CorpÕs subsidiary, Heritage Bank of Commerce (the ŌBankĶ), in the ordinary course of business, and the Bank expects to have such ordinary banking transactions with these persons in the future. In the opinion of the management of Commerce Corp and the Bank, all loans and commitments to lend included in such transactions were made in the ordinary course of business on the same terms, including interest rates and collateral, as those prevailing for comparable transactions with other persons of similar creditworthiness, and do not involve more than the normal risk of collectability or present other unfavorable features. Loans to individual directors and officers must comply with the BankÕs lending policies and statutory lending limits. In addition, prior approval of the BankÕs Board of Directors is required for all such loans.