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

On October 20, 2009, the Boards of Directors of Tamalpais Bancorp (the "Company") and its subsidiary, Tamalpais Bank (the "Bank"), approved forms of indemnification agreement for the respective directors and officers. These agreements require the Company and the Bank, among other things, to indemnify their directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers, and to advance their expenses incurred as a result of a proceeding as to which they may be indemnified. These indemnification agreements are intended to provide indemnification rights to the fullest extent permissible under applicable indemnification rights statutes in the State of California and will be in addition to any other rights that the indemnitee may have under the Company's and the Bank's articles of incorporation, bylaws and applicable law. In addition, the indemnification agreements are subject to the requirements and limitations under federal law, rules, regulations and orders regarding indemnification including Section 18(k) of the Federal Deposit Insurance Act and Part 359 of the FDIC's rules and regulations.

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