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Dear Shareholders:

By Order of the Board of Directors,

/s/ David H. Scott

The Board of Directors of Bank of Commerce Holdings is soliciting proxies from its stockholders to be used at the annual meeting of stockholders on Tuesday, May 16, 2006.12, 2009. This Proxy Statement summarizes the information you need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Instead you may simply complete, sign and return the enclosed proxy card, or use the convenient telephone or internet voting method as described in the proxy card.

Along with this Proxy Statement, we are also sending you our 20052008 Annual Report on Form 10-K and Annual Report.10K.

Shareholders of record at the close of business on March 31, 20062009 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the close of business on the Record Date, the Company had 8,662,8968,711,495 shares of Common Stock outstanding and entitled to vote.

The presence in person or by proxy of the holders of a majority of the Company’s outstanding shares of Common Stock (“Common Stock”) constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker “non-votes” are each included in the determination of the number of shares present and voting for purposes of determining the presence of a quorum. A broker “non-vote” occurs when the nominee holding shares for a beneficial owner does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Abstentions will be included in the tabulations of the vote’svotes cast on proposals presented to the shareholders and therefore will have the effect of a negative vote. Broker “non-votes” will not be counted for purposes of determining the number of votes cast for a proposal.

Each share of Bank of Commerce Holdings Common Stock that you owned as of the record date entitles you to one vote. The proxy card indicates the number of votes that you have.

Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign and date the enclosed proxy card and to return it promptly. You may also cast your votes by telephone or internet as indicated on the proxy card. Returning the proxy card will not affect your right to attend the Annual Meeting and vote. If you fill in your proxy card and send it to us in time to vote, your “proxy” (as appointed on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors as follows:

“For”the election of all eleven nominees for Director
“For”the amendment and restatement of the Company’s Articles of Incorporation to increase the
number of shares authorized from 10,000,000 to 50,000,000corporate bylaws
“For”the ratification of independent auditorsaccountants

If any other matter is presented, your proxy will vote in accordance with the recommendation of the Board of Directors, or, if no recommendation is given, in accordance with his or her best judgment. At the time this Proxy Statement went to press, we knew of no matters that needed to be acted upon at the Annual Meeting, other than those discussed in this Proxy Statement.

Only holders of record at the close of business on March 31, 20062009 will be entitled to vote at the annual meeting. Whether or not you plan to attend the Annual Meeting, you may vote your shares via mail, telephone or internet. If you fill out and vote the proxy card, you may change your vote at any time before the vote is conducted at the Annual Meeting. You may notify the Company’s Corporate Secretary in writing before the Annual Meeting that you have revoked your proxy. You may also attend the Annual Meeting and vote in person.

Proposal 1: Elect elevennine directors

The elevennine nominees for director who receive the most votes will be elected. If you do not vote for a particular nominee, or you indicate “Withhold Authority” to vote for a particular nominee on your proxy card, your vote will not count “for” or “against” the nominee.

Proposal 2: Amend and restate the Company’s Articles of Incorporation to increasecorporate Bylaws establishing the number of shares authorized from 10,000,000director positions to 50,000,000

Proposal 3: Ratification of the selection of Independent Public Accountants

The affirmative vote of a majority of votes cast at the Annual Meeting on this proposal is required to ratify the selection of independent public accountants. If you “abstain” from voting, it has no effect on the outcome of this proposal.

The expense of printing and mailing proxy materials, including the annual statement, will be borne by the Company. In addition to the solicitation of proxies by mail, certain directors, officers and other employees of the Company may make solicitation by personal interview, telephone or facsimile. No additional compensation will be paid to such persons for such solicitation. The Company will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of the Company’s Common Stock. We have contracted with Mellon-Investor ServicesRegistrar and Transfer and ADP Investor Services to assist us in the distribution of materials and tabulation of the results. This service will cost the Company approximately $15,000.00$40,000.00 plus out of pocket expenses.

The consolidated financial statements of Bank of Commerce Holdings and subsidiaries for the year ended December 31, 2005,2008, as part of the Company’s Form 10-K and 20052008 Annual Report to Shareholders accompany this proxy statement.

Additional copies of the annual report on Form 10-K and 20052008 Annual Report to Shareholders may be obtained upon written request to Linda J. Miles, Executive Vice President & Chief Financial Officer at the Company’s administrative offices, 19511901 Churn Creek Road, Redding, California 96002.

The Securities and Exchange Commission (SEC) maintains an internet site athttp://www.sec.gov that contains Bank of Commerce Holdings’ SEC filings. Access to the filings are also available from Redding Bank of Commerce’s website portal under the heading “Investor Information”. The website addressesaddress iswww.bankofcommerceholdings.com.

The Company’s SEOs currently consist of the same executive officers who arewww.reddingbankofcommerce.com,www.rosevillebankofcommerce.com designated named executive officers for purposes of this Proxy Statement.

     In addition, in connection with its participation in the Capital Purchase Program, the Compensation Committee is required to meet at least annually with the Company’s Chief Risk Officer orwww.sutterbankofcommerce.com . other senior risk officers to discuss and review the relationship between the Company’s risk management policies and practices and its SEO incentive compensation arrangements, identifying and making reasonable efforts to limit any features in such compensation arrangements that might lead to the SEOs taking unnecessary or excessive risks that could threaten the value of the Company. The Compensation Committee, on behalf of the Company, must certify that it has completed the review and taken any necessary actions.

Yes. Bank of Commerce Holdings is aware of threetwo shareholders who beneficially own 5% or more of our outstanding common stock. The Securities and Exchange Commission has defined “beneficial ownership” (1) to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power to vote, sellsells or otherwise disposedisposes of the share. Beneficial ownership also includes that number of shares that a person has a right to acquire within sixty (60) days. The following table shows, to the knowledge of the Company, the only beneficial owners of more than five percent of the Corporations shares as of the record date.

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of March 31, 20062009 by (i)each person who is known by the Company to beneficially own more than five percent of the Company’s Common Stock,(ii) each of the Company’s directors and nominees, (iii) each of the Named Executive Officers (as defined on page 8)24) and (iv) all directors and executive officers of the Company as a group.

The Board of Directors is committed to sound and effective corporate governance principles and practices. The Board of Directors has adopted corporate governance guidelines to provide the framework for the governance of the company. These guidelines set forth director qualifications and standards of independence, and mandate that at least a majority of the Board and all the members of the Audit and the Nominating and Corporate Governance Committees meet the criteria for independence as discussed below. Highlights of our corporate governance practices are described below. To fulfill its role the Board, acting directly or through a Board Committee must perform the following primary functions:

The Company expects its employees to adhere to the highest possible standards of ethics and business conduct with other employees, customers, stockholders and the communities it serves, and to comply with all applicable laws, rules and regulations that govern its business. The Board of Directors has adopted a code of ethics to promote honesty and integrity through out the Company.

The Board recognizes that the actual management of the business and affairs of the Company are conducted by the CEO and other senior executives under his supervision and that, in performing the management function, the CEO and other senior executives are obliged to act in a manner that is consistent with the oversight functions and powers of the board and the standards of the Company and to execute any specific plans, instructions or directions of the Board.

The adopted charter of the Nominating and Corporate Governance Committee is included in this document as appendixAppendix “B”. Interested parties may view theour Company Code of Ethics on anyour corporate website: www.bankofcommerceholdings.com.

The Board shall have a majority of our websites,www.reddingbankofcommerce.com,www.rosevillebankofcommerce.com,directors who meet the independence criteria adopted by the Board.

Qualifications: A director should possess personal andwww.sutterbankofcommerce.com professional integrity; have good business judgment, relevant experience and skills to be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company stockholders. Directors should be committed to devoting sufficient time and energy to diligently performing their duties as directors.

Retirement from the board: A director shall retire from the Board upon reaching the age of seventy-two (72). At the discretion of the board of directors, terms may be extended once for a period of one-year for specific business needs and to ensure good corporate governance.

A director willshall be considereddeemed to have a material relationship with the Company and/or its affiliates and thus, shall not be deemed independent underif, within the standards adoptedpast three years:

Other than Patrick J. Moty and Kenneth Gifford, Jr., all other members of the Board of Directors so longare independent.

Each year, the board and each of its committees evaluate their effectiveness. The Board views self-evaluation as all businessan ongoing process designed to achieve high levels of Board and tax exempt organization relationships between Bankcommittee performance.

All new directors participate in an orientation program their first year as a director. As part of Commerce Holdings or its subsidiaries and either the orientation, each director any immediate family member inreceives a copy of the director’s home, or any business or professional entity ofDirectors Policy Manual which the director is an officer, partner, orincludes a 10% or greater owner are non-preferential and comply with applicable law. In addition, any entity of which the director is an officer or employee or in which the director is a partner or has a 10% ownership interest, any law firm to which the director is of counsel, or any entity of which an immediate family member is an executive officer may make payments to, or receive payments from, Bank of Commerce Holdings or its subsidiaries for goods and services so long as such payments last year were less than $1.5 million or 5%copy of the Company’s consolidated revenuesby-laws and charter. Orientation also includes presentations by Senior Management to familiarize new directors with our strategic plans, significant financial, accounting and risk management issues, compliance programs, conflict policies. Each director is required to review and sign, on an annual basis, the Company’s Code of Ethics and Insider Trading Policy. A new director will attend a meeting with the CEO and CFO to be briefed on Board reports, significant financial, accounting and risk management issues and current exploration and development projects.

All directors receive annual director’s education in subjects relevant to the duties of a director, including the study of corporate governance best practices and ethics. The Board requires directors to participate in continuing education programs and reimburses directors for that period andthe expenses of such propertyparticipation. All directors have successfully completed or services were provided or receivedare in the ordinary courseprocess of business of each ofcompleting the parties.Directors Certification Program sponsored by the California Bankers Association.

Directors are expected to attend all Board meetings and meetings of committees on which they serve, and each annual stockholder’s meeting. In 2005 nine nominees for director attendedDirectors are expected to devote an adequate amount of time and effort to properly discharge their responsibilities. Information and data are important to the Company’s annualBoard’s understanding of the business and is distributed to the directors sufficiently in advance of the meeting of stockholders. (Two directors were appointed following the meeting)to permit their review.

The Board of Directors held 12 meetings during 2005.2008. All directors attended at least 92%75% of the aggregate number of meetings of the Board of Directors and of the committees on which such directors’ serve,director serves.

The Board will appoint the Chairman of the Board. The Chairman will chair all regular sessions of the Board and (with input from the CEO to the extent not inappropriate) set the agenda for Board meetings, subject to the right of each board member to suggest the inclusion of item(s) on the agenda.

Almost all of our directors attendedand some of their respective family members and or affiliated entities had certain relationships and/or transactions with the 2005 Annual Meeting of Shareholders.Company in 2008, as described below.

The Board of Directors has established six standing committees, each of which is identified below. Information about each committee of the Board, its members, purpose, and the number of meetings held in 20052008 follows.

The Nominating and Corporate Governance Committee of the Board of Directors has been delegated the responsibility to identify, evaluate, and recommend for nomination candidates for election as new directors. Each of the members of the Committee is an “independent director” as determined by the Board under the rules of the NASDAQ global stock exchange.

The goal of the Committee’s nominating process is to assist the Company in attracting competent individuals with the requisite management, financial and other expertise who will act as directors in the best interests of the company and all its stockholders. The Committee consults with other Board members, the Company’s Chief Executive Officer, and other Company personnel in this process. The Committee will consider an individual recommended by a stockholder for nomination as a new director provided the stockholder making the recommendation follows the procedures for submitting a proposed nominee’s name and the required information described below.

The Board has approved certain minimum standards for candidates for service as a first-time director and the Committee has developed a process for identifying and evaluating first-time nominees in light of these standards and other such factors as the Committee deems appropriate. These standards, and the Committee’s evaluation process, apply to all first-time nominees for directors, including those nominees recommended by stockholders. This process is based on the Committee’s familiarity with the composition of the current Board, its awareness of anticipated openings, and its assessments of desirable talents or expertise. The Committee regularly reviews the composition of the Board in light of its understanding of the backgrounds, industry, and professional experience, and the various communities, both geographic and demographic, represented by the current members. It also monitors the expected service dates of Board members, any planned retirement dates, and other anticipated events that may affect a director’s continued ability to serve. The Committee periodically reviews Board self-evaluations and information with respect to the business and professional expertise represented by current directors in order to identify any specific skills desirable for future Board members.

The Board has approved the following minimum qualifications for first-time nominees for director, including nominees recommended by stockholders, for election to the Company’s Board: (1) a demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role (i.e. chief executive officer, managing partner, president, chief financial officer); (2) financial literacy or other professional or business experience relevant to an understanding of the Company and its business; (3) a demonstrated ability to think and act independently as well as the ability to work constructively in a group environment. The Committee will determine, in its sole discretion, whether a nominee meets these minimum qualifications.

The Committee is responsible for managing the new director nomination process and may use a variety of sources. The Committee then commences an inquiry to obtain sufficient information on the background of a potential new director-nominee. Included in this inquiry is an initial review of the candidate with respect to the following three factors: whether the individual meets the minimum qualifications for first-time director nominees approved by the Board; whether the individual would be considered independent under the NASDAQ rules and Company’s standard of independence; and whether the individual would meet any additional requirements imposed by law or regulation on the members of the Audit and Executive Compensation Committees of the Board.

Following the initial review, the Committee arranges an introductory meeting with the candidate and the Company’s Chief Executive Office, Chairman of the Board of Directors, and in some cases with additional directors, to determine the candidate’s interest in serving on the Board.

The Committee, together with several members of the Board and the Chief Executive Officer then conducts a comprehensive interview with the candidate. The individual will also be asked to provide the information required to be disclosed in the Company’s proxy statement.

Each outsideindependent director of the Company receives a $500 monthly retainer. Independent Directors are paid $500$800 for each Board of Directors meeting attended and $250 for each committee meeting attended. Committee chairman are paid an additional $50 per meeting. The Chairman of the Board is paid an additional $1,250$750 per month and the Chairman of the Audit Committee is paid an additional $875$375 per month.

DirectorsIndependent directors are also eligible to participate in the 19982008 Stock Option Plan, as determined by the Executive Compensation Committee. A non-employee director may receive a stock option at ana discounted exercise price equal to 85% of the closing price per share of the common stock as of the day of trading at the close the date of the meeting. During 1998 options to purchase sharesmeeting when the option is granted.

The following is a summary of the Company’s Common Stock were grantedcompensation earned by our Directors during 2008:

The form and amount of compensation paid to each of the Company’s non-employeeindependent non-management directors as follows: Welton L. Carrel: 89,100 shares, John C. Fitzpatrick: 123,750 shares, Kenneth R. Gifford, Jr.: 59,400 shares, Harry L. Grashoff, Jr.: 123,750 shares, Eugene L. Nichols: 82,620 shares and David H. Scott: 64,350 shares. As an employee-director Russell L. Duclos received incentive stock options of 90,000 shares. These options were granted at an exercise price of $2.75 per share, which represented 85% of the fair market value of the common stock on the date of the grant. The options were fully vested on April 22, 2003. During 2004, 18,000 shares of the Company common stock was issuedis reviewed from time to Lyle L. Tullis at an exercise price of $9.11, which represented 85% of the fair market value on the date of the grant as determinedtime by the most recent activity posted on the NASDAQ. The options will vest over five years and mature on May 1, 2014.Executive Compensation Committee.

The Director’s Deferred Compensation Plan, adopted by the Board of Directors effective January 1, 1993 is a non-qualified director benefit plan in which the eligible director voluntarily elects to defer some or all of his or her current fees in exchange for the Company’s promise to pay a deferred benefit. The deferred fees are credited with interest under the plan and the accrued liability is paid to the director at retirement. The current interest rate on the plan is ten percent.

This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy and objectives. The tables that follow present the compensation paid for 2008 to Patrick J. Moty, President and Chief Executive Officer; Linda J. Miles, Executive Vice President & Chief Financial Officer; Randall S. Eslick, Regional President Roseville Bank of Commerce; Robert J. O’Neil, Regional Credit Manager; Caryn A. Blais, Senior Vice President and Chief Information Officer, and Ted Cumming, Senior Vice President and Chief Credit Officer. When we compensate Executive Officersrefer to the “named executives” in this proxy statement, we mean these six individuals.

In connection with its participation in the Capital Purchase Program, the Compensation Committee must meet at least annually with the Company’s Chief risk Officer or other senior risk officers to discuss and review the relationship between the Company’s risk management policies and practices and its executive incentive compensation arrangements, identifying and making reasonable efforts to limit any features in such compensation arrangements that might lead to the named executive officers taking unnecessary or excessive risks that could threaten the value of the Company.

Although each Executive Officer is eligible to receive an award at the discretion of the Executive Compensation Committee, the granting of the award as to any individual, officer or as a group, is first at the discretion of the Chief Executive Officer and then, based on his recommendation, at the discretion of the Executive Compensation Committee and the entire Board of Directors. The Executive Compensation Committee may choose whether to award a bonus and decides on the actual level of the award in light of all relevant factors after completion of the applicable fiscal year.

As discussed above under the caption “How has issuing securities to the U.S. Treasury affected the voting at the Annual Meeting?” the Company is made uprequired as a participant in the U.S. Treasury Capital Purchase Plan to place limits on compensation of SEOs; to review SEO compensation for incentives that would promote undue risk; and to provide shareholders the opportunity to vote on a non-binding advisory approval of executive compensation.

The Committee has the sole authority to retain and terminate any legal counsel or compensation or other consultant to be used to assist in the evaluation of directors or executive compensation and has sole authority to approve the consultant’s fees and other retention terms.

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

In addition, in connection with its participation in the Capital Purchase Program, the Compensation Committee is required to meet at least annually with the standardsCompany’s Chief Risk Officer or other senior risk officers to discuss and review the relationship between the Company’s risk management policies and practices and its SEO incentive compensation arrangements, identifying and making reasonable efforts to limit any features in such compensation arrangements that might lead to the SEOs taking unnecessary or excessive risks that could threaten the value of independencethe Company. The Compensation Committee, on behalf of the Company, must certify that it has completed the review and taken any necessary actions.

Set forth below are the names and most recent biographies of Bank of Commerce Holdings’ named executive officers and senior leadership team. Only Mr. Mayer,Moty, Mrs. Miles, Mr. Moty,Mrs. Blais, Mr. Eslick, Mr. O’Neil and Mr. O’NeilCumming are “Named Executive Officers” for purposes of the Securities Exchange Act and rules. Information relating to other Company personnel in this proxy statement is provided solely for the information of shareholders.

The following table summarizes the options granted during fiscal 20052008 to the individuals identified below.

The following tables set forth the number of shares of Bank of Commerce Holdings Common Stock acquired by each of the named Executive Officers during fiscal year 2005,2008, if any, the net value realized upon exercise, the number of shares of common stock represented by outstanding stock options held by each of the named Executive Officers as of December 31, 2005, the value of such options based on the average of the high and low prices of common stock and certain information concerning unexercised options under the 1998 Employee Stock Option Plan:exercise: