Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On March 10, 2009, the Board of Directors increased the size of the Board to twelve persons and elected Ms. Virginia Walker, age 64, to the Board of Directors. Ms. Walker has been the General Manager of the Jamison Group LLC, a high-tech consulting company, since 2008. From 2001 to 2007, Ms. Walker held various strategy development and executive positions at Enea AB., a publicly traded software and professional services company headquartered in Stockholm, Sweden. Ms. Walker received a bachelors of science degree in business administration from California State University, San Jose. Ms. Walker is expected to be appointed to the following Board committees: Audit, Information Technology, Investment and Asset-Liability Committees.

Also on March 10, 2009, the Board granted Ms. Walker a stock option for 20,000 shares of the Company's common stock pursuant to the terms of the Company's 2001 Stock Option Plan. The options have a per-share exercise price equal to the closing price of the Company's common stock on the date of grant, or $12.63.

Ms. Walker and the Company will enter into an Indemnification Agreement on the same terms as other directors of the Company in the form attached as Exhibit 10.21 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, previously filed with the Securities and Exchange Commission, which is incorporated herein by reference.

A copy of the press release announcing Ms. Walker's appointment as a director is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number Document

10.1* Form of Indemnification Agreement among the Company, Tri Counties Bank and Virginia Walker filed as Exhibit 10.21 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004

99.1 Press release dated March 11, 2009

*Previously filed and incorporated by reference