UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
8-K




CURRENT REPORT




Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of
Report (date of earliest event reported):   January 23,
2009




VALLEY COMMERCE BANCORP(Exact
      name of registrant as specified in its charter)




California
            
            333-118883
            
            46-1981399(State
      or other jurisdiction
            
            (Commission
      File Number)
            
            (IRS
      Employerof
      incorporation)
            
            
            
            Identification
      No.)





200
      South Court Street
              Visalia, California
            
            93291(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
telephone number, including area
code:  (559) 622-9000




N/A


(Former
name or former address, if changed since last report)




Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:




oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)




oSoliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)




oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))




oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))









Item
      5.02
            Departure
      of Director or certain officer; Election of Directors; Appointment of
      certain officers; Compensatory Arrangements of certain
      officers





On January 23, 2009, Valley Business
Bank, the wholly owned subsidiary of Valley Commerce Bancorp (collectively the
“Company”) and Donald A. Gilles, the Company’s President (“Executive”), executed
an amendment to the Executive Supplemental Compensation Agreement (“Agreement”)
in existence between the two parties.  The amendment redefined the
term “Applicable Percentage” such that the Applicable Percentage shall be 100%
upon the occurrence of a Change in Control.  Prior to this amendment,
a Change in Control did not cause the Applicable Percentage to be 100% unless
the Executive was also terminated or retained at a lesser
position.  The amendment will remain in effect during the period in
which the Company is participating in the United States Treasury Department’s
TARP Capital Purchase Program and is intended to preserve certain of the
benefits to the Executive under the original Agreement.





A copy of the amendment to Mr.
Gilles’s Executive Supplemental Compensation Agreement is attached hereto as
Exhibit 10.1.









Exhibit
No. 10.1





Amendment to the Valley Business Bank
Executive Supplemental Compensation Agreement, dated January 23, 2009, among
Valley Business Bank, the wholly owned subsidiary of Valley Commerce Bancorp and
Donald A. Gilles.










SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.




Dated:
      January 28, 2009
            Valley
      Commerce BancorpBy:
            /s/ Roy O. EstridgeRoy
      O. EstridgeExecutive
      Vice President andChief
      Financial Officer









EXHIBIT
INDEX




10.1
            Amendment
      to the Valley Business Bank Executive Supplemental Compensation Agreement,
      dated January 23, 2009, among Valley Business Bank, the wholly owned
      subsidiary of Valley Commerce Bancorp and Donald A.
  Gilles.