ITEM 8.01 Other Events.

Heritage Commerce Corp (the "Company") has determined to exercise its right to suspend cash dividends on its outstanding Series A Preferred Stock. The suspension of dividends will begin with respect to the regularly scheduled quarterly dividend payment that would otherwise have been made on November 16, 2009.

The Company has also determined to defer regularly scheduled interest payments on its outstanding $23.7 million of junior subordinated notes relating to its trust preferred securities. The terms of the junior subordinated notes and the trust documents allow the Company to defer payments of interest for up to 5 consecutive years without default or penalty. During the deferral period, the respective trusts will likewise suspend the declaration and payment of dividends on the trust preferred securities. The deferral will begin with respect to regularly scheduled quarterly interest payments that would otherwise have been made in December of this year. During the deferral period, the Company may not, among other things and with limited exceptions, pay cash dividends on or repurchase its common stock or preferred stock nor make any payment on outstanding debt obligations that rank equally with or junior to the junior subordinated notes.