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EXHIBIT 99.2
WESTERN HOLDINGS BANCORP
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD , 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
REVOCABLE PROXY
The undersigned holder of common stock acknowledges receipt of the Notice of
Special Meeting of Shareholders of Western Holdings Bancorp and the accompanying
document dated , 2000, and revoking any proxy heretofore given,
hereby constitutes and appoints and ,
and each of them, with full power of substitution, as attorney and proxy to
appear and vote all of the shares of common stock of Western Holdings standing
in the name of the undersigned which the undersigned could vote if personally
present and acting at the Special Meeting or at any adjournments thereof, upon
the following items as set forth in the Notice of Meeting.
1. THE MERGER. To approve the merger agreement dated as of May 9, 2000
among Heritage Commerce Corp, Western Holdings and Bank of Los Altos, providing
for the merger of Western Holdings with and into Heritage. The merger agreement
is set forth in its entirety as Annex A to the accompanying document.
/ / FOR / / AGAINST / / ABSTAIN
2. OTHER BUSINESS: The proxies are authorized to vote in their discretion
on such other business as may properly come before the meeting or any
adjournments or postponements thereof.
THIS PROXY IS SOLICITED BY, AND ON BEHALF OF, THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE MERGER. THIS PROXY, WHEN
PROPERLY EXECUTED AND RETURNED TO WESTERN HOLDINGS BANCORP, WILL BE VOTED IN THE
MANNER DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
MERGER. IF OTHER BUSINESS IS PRESENTED, THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE BEST JUDGMENT OF THE PROXYHOLDERS.
SHAREHOLDER(S)
___________________________________
(SIGNATURE)
___________________________________
(SIGNATURE)
___________________________________
(NO. OF COMMON SHARES)
DATE ________________________, 2000
I/WE DO / / OR DO NOT / / EXPECT TO
ATTEND THIS MEETING.
Please sign exactly as your name(s) appear(s). When signing as attorney,
executor, administrator, trustee, officer, partner, or guardian, please give
full title. If more than one trustee, all should sign. WHETHER OR NOT YOU PLAN
TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE.
To assure a quorum, you are urged to date and sign this Proxy and mail it
promptly in the enclosed envelope, which requires no additional postage if
mailed in the United States or Canada.
