SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

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14a-6(e)(2))
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Tri City Bankshares Corporation
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(Name of Registrant as Specified In Its Charter)

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TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 10, 2009

TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:

Notice is hereby given that the Annual Meeting of Shareholders of Tri City
Bankshares Corporation will be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 10, 2009 at 9:30 a.m.,
for the following purposes:

(1) To elect thirteen members of the Board of Directors to serve until the 2010
Annual Meeting of Shareholders and until their successors are elected and
qualified; and

(2) To transact such other business as may properly come before the annual
meeting or any adjournments thereof.

Holders of record of common stock at the close of business on April 23, 2009
will be entitled to notice of, and to vote at, the annual meeting or at any
adjournment thereof.

All shareholders are cordially invited to attend and participate in the annual
meeting in person. We urge you to sign, date and return the enclosed proxy
whether or not you expect to attend the annual meeting in person. Your proxy
will not be used if you subsequently decide to attend the annual meeting and
vote your shares in person, or if you revoke your proxy by any other lawful
means.

By Order of the Board of Directors,

/S/Scott A. Wilson

Scott A. Wilson, Secretary

Oak Creek, Wisconsin
May 8, 2009

TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154

PROXY STATEMENT

---------------------------

This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Tri City Bankshares Corporation (the "Corporation")
to be voted at the Annual Meeting of Shareholders to be held at Tri City
National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on June 10,
2009 at 9:30 a.m., for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. The solicitation is made by the mailing of this
proxy statement with its enclosures. No other solicitation is contemplated;
however, if it is necessary to assure adequate attendance at the annual meeting,
the Corporation's Board of Directors may, if it deems it advisable, further
solicit proxies by mail, telephone, facsimile, and/or personal contact. Such
solicitation will be made by the officers of the Corporation and will be limited
in extent. The total cost of the solicitation, including reimbursement of banks,
brokerage firms, custodians, nominees, and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial owners of the
Corporation's common stock, $1.00 par value (the "Common Stock"), will be borne
by the Corporation. The approximate date on which this proxy statement and
accompanying proxy card and annual report are first being mailed to shareholders
is May 8, 2009.

Shareholders are asked to complete, sign and return the enclosed proxy. The
proxy may be revoked at any time before it is voted at the annual meeting. Prior
to the annual meeting, this may be done by execution of a later-dated proxy or
by written revocation sent to the Secretary of the Corporation, Mr. Scott A.
Wilson, at the office of the Corporation, 6400 South 27th Street, Oak Creek,
Wisconsin 53154. Alternatively, the proxy may be revoked at the annual meeting
by oral or written request to the Secretary of the Corporation or by attending
the annual meeting and voting in person.

Only shareholders of record at the close of business on April 23, 2009 will be
entitled to vote at the meeting. There were 8,904,915 shares of the Common Stock
of the Corporation outstanding on the record date, each share being entitled to
one vote.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following is based table sets forth, as of April 15, 2009, information
regarding the beneficial ownership of shares of Common Stock by (a) persons
known by the Corporation to own beneficially, directly or indirectly, more than
5% of the Corporation's Common Stock; (b) directors, nominees for director and
certain executive officers; and (c) all directors and executive officers of the
Corporation as a group. Except as otherwise set forth in the footnotes, the
persons listed below have sole voting and investment power with respect to all
shares of the Corporation's Common Stock owned by them. Except as otherwise
indicated,, the address of each beneficial owner of more than 5% of the Common
Stock listed below is 6400 South 27th Street, Oak Creek, Wisconsin 53154.

Amount and Nature of Percent
Beneficial Ownership of Class
Name of Beneficial Owner (1) (2)

Frank J. Bauer............................ 57,978 (3) *
William N. Beres.......................... 14,812 (4) *
Sanford Fedderly.......................... 203,916 (5) 2.3%
Scott D. Gerardin......................... 10,678 (6) *
William Gravitter......................... 559,197 (7) 6.3%
Christ Krantz............................. 283,414 3.2%
Brian T. McGarry.......................... 46,943 (8) *
Robert W. Orth............................ 36,379 (9) *
Ronald K. Puetz........................... 45,601 (10) *
Agatha T. Ulrich.......................... 4,743,715 (11) 53.3%
David A. Ulrich, Jr....................... 3,242,207 (12) 36.4%
William J. Werry.......................... 97,716 (13) 1.1%
Scott A. Wilson........................... 35,949 (14) *
All directors and officers
as a group (13 persons) .................. 5,541,708 (15) 62.2%
Ulrich Voting Trust....................... 3,000,000 (16) 33.7%

- ------------------

(1) As defined under applicable securities laws, a person is the "beneficial
owner" of shares if he or she has, alone or together with one or more other
persons, the power to vote or to dispose of such shares. A person is also a
beneficial owner of shares if he or she has the right to acquire beneficial
ownership of those shares (for example, through the exercise of a stock
option) within 60 days of the date for which the determination of
beneficial ownership is made. Finally, a person may be deemed to be a
beneficial owner of shares if he or she has the right to acquire such
shares pursuant to a shareholders' agreement that includes a right of first
refusal in favor of such person. The number of shares held by the spouses,
or in Individual Retirement Arrangements (IRAs) for the benefit of spouses,
of certain of the persons named in the above table is for informational
purposes only, and each such person disclaims beneficial ownership of
shares registered in the sole name of his spouse or held in an IRA for the
benefit of his spouse.

(2) Percentage based on 8,904,915 shares issued and outstanding as of April 15,
2009. Asterisk (*) denotes less than 1 percent.

(3) Registered in the name of Mr. Bauer and his wife, as joint tenants, as to
which Mr. Bauer shares voting and investment power. Excludes 2,640 shares
registered in the name of Mrs. Bauer.

(4) Includes: (i) 11,086 shares registered in the name of Mr. Beres and his
wife, as joint tenants, as to which Mr. Beres shares voting and investment
power; (ii) 1,314 shares held in accounts for Mr. Beres' children for which
he is custodian; and (iii) 2,412 shares held in a self-directed IRA for the
benefit of Mr. Beres. Excludes 1,286 shares held in Mrs. Beres'
self-directed IRA.

(5) Includes: (i) 6,195 shares registered in the name of Mr. Fedderly; (ii)
96,726 shares registered to the Sanford Fedderly 1991 Revocable Trust; and
(iii) 100,995 shares registered in the name of Mrs. Roberta C. Fedderly
1991 Revocable Trust of which Mr. Fedderly is a Trustee.

(6) Includes 120 shares registered in the name of Mr. Gerardin and his wife, as
joint tenants, as to which Mr. Gerardin has shared voting and investment
power; and 10,558 shares held in a self-directed IRA for the benefit of Mr.
Gerardin.

(7) Includes 528,957 shares registered in various Gravitter Trusts and 30,240
shares subject to agreements with members of Mr. Gravitter's family under
which he exercises no voting power, but has right of first refusal on sale
of stock. Certain of these shares are also shown as beneficially owned by
Agatha T. Ulrich (see Note (11), below).

(8) Registered in the name of Mr. McGarry. Certain of these shares are also
shown as beneficially owned by Agatha T. Ulrich (see Note (11), below).
Excludes 108,566 shares registered in the name of Kathleen McGarry, Mr.
McGarry's spouse and excludes other shares that may be beneficially owned
by Mrs. McGarry.

(9) Includes (i) 30,143 shares registered in the name of Mr. Orth and (ii)
6,236 shares in accounts for Mr. Orth's children for which he is custodian.

(10) Includes (i) 29,390 shares registered in the name of Mr. Puetz; (ii) 8,315
shares registered in the name of Mr. Puetz and his wife as joint tenants,
as to which Mr. Puetz has shared voting and investment power; and (iii)
7,896 shares held in a self-directed IRA for the benefit of Mr. Puetz.
Excludes 3,105 shares registered in the name of Mrs. Puetz.

(11) Includes: (i) 1,530 shares directly held by Mrs. Ulrich as to which she has
sole voting and investment power; (ii) 68,589 shares held by the Agatha T.
Ulrich 2004 Intangible Management Trust over which Mrs. Ulrich has shared
voting and investment power with the three trustees of such trust as a
result of her right to cause a distribution of the shares of Company stock
held by the Trust; (iii) 35,227 shares held by N.D.C., LLC of which Mrs.
Ulrich is the controlling member and has shared voting and investment
power; (iv) 3,913,916 shares held under a Stockholders' Agreement with
certain family members and related entities over which Mrs. Ulrich may be
deemed to have shared investment power (which includes certain of the
shares shown as beneficially owned by Brian T. McGarry (see Note 8, above);
by David A. Ulrich, Jr. (see Note (12), below); and by the Ulrich Voting
Trust (see Note (13), below)); (v) 608,127 shares held under a
Stockholder's Agreement with William Gravitter (a director of the Company)
and his transferees over which Mrs. Ulrich may be deemed to have shared
investment power (see Note (7), above); and (vi) 116,326 shares held in the
Agatha T. Ulrich IRA over which she has sole voting and investment power.
Excludes 46,881 shares held by the Agatha T. Ulrich Marital Trust over
which Mrs. Ulrich does not have voting or dispositive power.

(12) Includes (i) 3,000,000 shares held by the Ulrich Voting Trust over which
Mr. Ulrich has shared voting and dispositive power by virtue of his
position as Trustee of such Trust (see Note (13), below); (ii) 153,303
shares registered in the name of Mr. Ulrich; (iii) 6,532 shares registered
in the name of Mr. Ulrich and his wife as joint tenants as to which Mr.
Ulrich has shared voting and investment power; and (iv) 82,372 shares
registered in the name of Mr. Ulrich's minor children. Certain of these
shares are also shown as beneficially owned by Agatha T. Ulrich (see Note
(11), above). Excludes 27,056 shares registered in the name of Mr. Ulrich's
wife.

(13) Includes 16,560 shares registered in Mr. Werry's name; and (ii) 81,156
shares registered in the name of Mr. Werry and his wife as joint tenants,
as to which Mr. Werry has shared voting and investment power. Excludes
7,284 shares registered in the name of Mr. Werry's spouse.

(14) Includes 25,726 shares registered in the name of the Scott A. Wilson and
Susan J. Wilson Living Trust, as to which Mr. Wilson has shared voting and
investment power; and 10,223 shares held in a self-directed IRA for the
benefit for Mr. Wilson. Excludes 4,220 shares held in Mrs. Wilson's
self-directed IRA.

(15) Certain of the shares are shown in the above table as being beneficially
owned by more than one of the persons named therein; to avoid-double
counting, these shares are included only once in the total.

(16) Based on Schedule 13D filed December 3, 2007. The three trustees of the
Ulrich Voting Trust are David A. Ulrich, Jr. (a director of the Company),
Kathleen McGarry (who is the spouse of Brian T. McGarry, a director of the
Company) and Thomas Ulrich. The three Trustees, acting by majority action,
have the authority to vote such shares in their discretion. The Voting
Trust Agreement provides that the voting trust certificates representing
the shares shall be issued in four equal amounts as a gift for the benefit
of Mrs. Agatha T. Ulrich's children: David A. Ulrich, Jr., Kathleen
McGarry, Thomas Ulrich and the Marilyn Ulrich-Graves Trust, a trust
established for the benefit of Marilyn T. Ulrich-Graves. These shares are
also shown as beneficially owned by Agatha T. Ulrich (see Note (11),
above). The address of the Ulrich Voting Trust is P.O. Box 180437,
Delafield, Wisconsin 53018.

The Corporation knows of no contractual arrangements, including the pledge of
its securities, which might result in a change of control of the Corporation.

ELECTION OF DIRECTORS

The Board of Directors proposes that the thirteen (13) nominees named below be
elected to serve as directors for the ensuing year and until their successors
are elected and qualified. All thirteen (13) directors will serve one-year
terms. Proxies received by the Board of Directors will be voted FOR the election
of the following thirteen (13) persons, unless otherwise indicated, but, if any
such nominee is unable to serve due to presently unforeseen circumstances,
proxies may be voted for another person nominated by the Board of Directors.

All of the persons nominated as directors are currently directors of the
Corporation. All of the nominees have consented to serve if elected and the
Board of Directors is not aware of any nominee who may be unable to serve as a
director. The directors and officers of the Corporation beneficially own a
majority of the Corporation's outstanding Common Stock. Accordingly, assuming
that all directors and executive officers vote for the nominees listed below,
election of such nominees is assured.

Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
---- ----- --- ------------------------------------

Frank J. Bauer 1990 82 President of Frank Bauer Construction
Company, Inc. Director of Tri City
National Bank.

William N. Beres 2002 51 Independent financial consultant
since January 2009. Former Chief
Financial Officer of Wisvest LLC, a
wholly owned subsidiary of Wisconsin
Energy Corporation from January 1999
through December 2008. Former Vice
President of Minergy LLC, a wholly
owned subsidiary of Wisconsin Energy
Corporation from May 2003 through
December 2008. Member of the Board of
Directors for Centerpoint Wispark
Land Company LLC from December 2004
through December 2008. Director of
Tri City National Bank.

Sanford Fedderly 1980 74 Retired Registered Pharmacist.
Retired President of Tri City
Pharmacy, Inc., Oak Creek, Wisconsin.
Director of Tri City National Bank.

Scott D. Gerardin 2002 50 Senior Vice President,General Counsel
and Assistant Secretary of the
Corporation since January 2005.
Senior Vice President of Tri City
National Bank since 2002, General
Counsel of Tri City National Bank
since 1992 and Director of Tri City
National Bank.

William Gravitter 1980 80 President of Hy-View Mobile Home Park.
Director of Tri City National Bank.

Christ Krantz 1980 84 President of Krantz Realty, Inc. Vice
President and Secretary of KRK, Inc.,
which owns Ramada Airport Motel,
Milwaukee, Wisconsin. Partner in
Veterans Linen Supply Company.
Director of Tri City National Bank.

Brian T. McGarry 2005 58 Retired Vice President of Tri City
National Bank. Director of NDC LLC.
Director of Tri City National Bank.

Robert W. Orth 1996 62 Executive Vice President of the
Corporation and President of Tri City
National Bank since April 2008. Prior
to that, Senior Vice President of the
Corporation (from 1996 to 2008) and
Executive Vice President of Tri City
National Bank (from 1996 to 2008).
Director of Tri City National Bank.

Ronald K. Puetz 1988 60 Chairman of the Board, President
and Chief Executive Officer of the
Corporation since April 2008,Executive
Vice President of the Corporation from
2000 through April 2008 and Senior
Vice President of the Corporation from
1990 to 2000. Chairman and CEO of Tri
City National Bank since April 2008.
Prior to that, President of Tri City
National Bank (from 2000 to 2008).
Vice President and Treasurer of NDC,
LLC. Director of Tri City National
Bank.

Agatha T. Ulrich 1999 80 Chairman and Director of NDC, LLC.
Director of Tri City National Bank.

David A. Ulrich, Jr. 1997 48 Retired Vice President and Director of
Mega Marts,Inc. Retired Vice President
of NDC, Inc. Director of NDC LLC.
Director of Tri City National Bank.

William J. Werry 1980 82 Retired Unit President of Tri City
National Bank. Director of Tri City
National Bank.

Scott A. Wilson 1990 62 Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer of the Corporation since
April 2008. Senior Vice President and
Secretary of the Corporation from 1990
to 2008. Various positions with Tri
City National Bank(including Executive
Vice President, Secretary, Director
and Treasurer) since 1990.

There is a family relationship between several of the nominees for directorship.
Mr. Ulrich is Mrs. Ulrich's son, Mr. Bauer is Mrs. Ulrich's brother and Mr.
McGarry is Mrs. Ulrich's son-in-law.

Messrs. Gerardin, Orth, Puetz and Wilson are the only executive officers of the
Corporation. Each of their ages, positions and offices with the Corporation and
period during which he has served as such are as set forth in the above table.

All executive officers are elected annually by the Board of Directors and serve
until their successors are elected and qualified.

DIRECTORS' FEES AND BENEFITS

Non-employee directors of the Corporation receive $300 for each general Board
meeting of the Corporation attended, $1,500 for each general Board meeting of
Tri City National Bank attended, plus a $15,000 annual retainer. In addition,
Messrs. Gravitter, Fedderly, Krantz and McGarry receive annual compensation of
$17,900, $12,150 $5,600, and $5,600, respectively for their service on the
Executive Committee. Non-employee members of the loan committee receive
compensation of $500 per meeting attended, except for the Chairman, who receives
$750 per meeting attended. Non-employee members of the audit committee receive
compensation of $250 per meeting attended, except the Chairman, who receives
annual compensation of $10,000. Non-employee members of the CRA/compliance
committee receive compensation of $250 per meeting attended. None of the
directors receive any stock options or other equity compensation for their
service as a director or on any particular committee.

None of the Corporation's inside directors (directors who are also officers of
the Corporation) received any compensation for their service on the
Corporation's Board. The following table sets forth information regarding the
aggregate fees paid to each of the Corporation's outside directors during 2008.

Fees Earned
or Paid in Cash
Name ($)
---- ---------------
Frank J. Bauer $24,000

William N. Beres 35,000

Sanford Fedderly 39,150

William Gravitter 43,900

Christ Krantz 32,300

Brian T. McGarry 28,700

Agatha T. Ulrich 24,000

David A. Ulrich, Jr. 24,750

William J. Werry 27,000

All of the directors except Messrs. Gerardin, Orth, Puetz, Wilson and Werry are
independent in accordance with the definition of independence in Rule
4200(a)(15) of the NASD listing standards. The Corporation's Board of Directors
has standing Audit and Executive Committees. The Executive Committee is composed
of Messrs. Fedderly, Gravitter, Krantz, McGarry and Puetz. The Executive
Committee's purpose is to exercise the powers of the full Board between regular
meetings of the Board. During 2008, the Executive Committee held no meetings.
The Corporation has an Audit Committee composed of independent directors.
Information regarding the functions performed by the Audit Committee, its
membership, and the number of meetings held during the fiscal year, is set forth
in the "Report of the Audit Committee," included in this proxy statement.

The Board of Directors has not appointed a nominating committee. The review of
recommendations for, and the selection of, nominees to Board membership is
handled by the Board serving as a committee of the whole. Due to the infrequent
turnover in the Board, the Board has determined that it is not necessary or
appropriate at this time to establish a separate nominating committee. No
nominating committee charter has been adopted by the Board of Directors serving
in their capacity as a committee of the whole.

The Board of Directors does not have a formal process for considering nominees
whose names are submitted to it by shareholders because it believes that the
informal consideration process has been adequate given the historical absence of
shareholder nominations or proposals. If shareholders were to recommend nominees
for directors, the full Board of Directors would consider such persons.
Shareholders are entitled to nominate persons from the floor at the annual
meeting, but it is intended that the proxies solicited with the proxy statement
will be voted for the slate of the thirteen persons listed in the table above as
nominees to the Board of Directors.

The Board of Directors has generally identified nominees based upon suggestions
by non-management directors, management members and/or shareholders. The Board
of Directors considers factors important for potential members of the Board,
including the individual's integrity, general business background and
experience, experience with the banking industry, and the ability to serve on
the Board of Directors. The Board of Directors does not evaluate proposed
nominees differently based upon who made the proposal.

The Board of Directors does not have a compensation committee, because
compensation of the executive officers of the Corporation is reviewed by the
Board serving as a committee of the whole. The Board of Directors believes that
each of the Board members should have input into the compensation of the
Corporation's executive officers and, because the Corporation's compensation
system is not complex, does not believe it is necessary to seek the
recommendations of a separate compensation committee. The Board does not operate
under any formal written charter in its capacity as a committee of the whole.
The duties of the Board in its capacity as the Corporation's compensation
committee include the review and approval of the salaries and other compensation
of the Corporation's executive officers, which are recommended to the Board by
the Corporation's President. The Board did not retain the services of any
compensation consultants in carrying out its duties during 2008.

The Board of Directors held six meetings during 2008. All incumbent directors
attended 75% or more of the meetings of the Board (except Mr. Krantz who
attended 67% of the meetings of the Board) and the committees on which they
served during 2008. Directors are encouraged to attend the annual meeting of
shareholders, but the Corporation has not adopted a formal policy requiring
attendance at the annual meeting. All of the incumbent directors attended the
2008 annual meeting of shareholders.

The Board of Directors currently does not have a formal process for shareholders
to send communications to the Board because it believes that informal
communications are sufficient to communicate questions, comments and
observations that could be useful to the Board. However, shareholders wishing to
communicate with the Board of Directors or nominate a candidate for election to
the Corporation's Board of Directors may contact Ronald K. Puetz, Chairman of
the Board, c/o Tri City Bankshares Corporation, 6400 South 27th Street, Oak
Creek, Wisconsin 53154.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Corporation's financial reporting process on
behalf of the Board of Directors. The Audit Committee is governed by a written
charter approved by the Board of Directors. A copy of this charter is included
in Appendix A to this Proxy Statement. The current members of the Audit
Committee, all of whom are non-employee directors, are Messrs. Beres (Chair),
Fedderly and Krantz. All of the members of the Audit Committee are independent
in accordance with the definition of independence in Rule 4200(a)(15) of the
NASD listing standards. The Board of Directors has determined that it currently
has one audit committee financial expert, Mr. Beres, serving on its Audit
Committee.

Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its
oversight responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report with management including the discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.

The Audit Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Corporation's accounting
principles and such other matters as are required to be discussed with the Audit
Committee under generally accepted auditing standards. In addition, the Audit
Committee has discussed with the independent auditors the matters required to be

discussed by Statement on Accounting Standards No. 61 and the auditors'
independence from management and the Corporation. The Audit Committee has
received the written disclosures and the letter from Virchow, Krause & Company,
LLP ("Virchow Krause") required by the Independence Standards Board Standard No.
1 and has discussed with Virchow Krause the firm's independence.

The Audit Committee discussed with the Corporation's internal and independent
auditors the overall scopes and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Corporation's internal controls, and the overall quality of
the Corporation's financial reporting. The Audit Committee held four meetings
during fiscal 2008.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended 2008 for filing with the Securities and Exchange
Commission. The Audit Committee and the Board have not made a decision on the
selection of the Corporation's independent auditors for the year ending December
31, 2009.

William N. Beres, Audit Committee Chair
Sanford Fedderly, Audit Committee Member
Christ Krantz, Audit Committee Member

March 27, 2009

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows cash and non-cash compensation for the years ended
December 31, 2008 and 2007 for each person who served as the Corporation's
principal executive officer during 2008 and the Corporation's two most highly
compensated executive officers (other than the principal executive officer) who
were serving as executive officers at the end of 2008.

Annual
Base Cash All Other
Name Salary Bonus Compensation Total

and Principal Position(1) Year ($) ($) ($)(2) ($)
------------------------- ---- ------- ----------- ---------------------- -----

Henry Karbiner (3) 2008 101,893 0 0 101,893
President and Chief Executive 2007 476,612 33,256 11,250 521,118
Officer and Treasurer

Ronald K. Puetz, 2008 391,975 23,351 11,500 426,826
President and Chief Executive 2007 308,915 21,553 11,250 341,718
Officer

Robert W. Orth, 2008 311,075 18,550 11,500 341,125
Executive Vice President 2007 256,800 17,976 11,250 286,026

Scott A. Wilson, 2008 287,575 16,082 11,500 315,157
Executive Vice President, CFO 2007 249,615 17,402 11,250 278,267
and Treasurer

(1) Positions with the Corporation at December 31, 2008 and for the year
indicated.
(2) All other compensation represents the Corporation's matching contribution
to the employee's 401(k) plan.
(3) Mr. Karbiner passed away March 6, 2008.

PLAN-BASED AWARD GRANTS IN LAST FISCAL YEAR

The Corporation does not maintain a stock option or any other equity-based
incentive program, and therefore did not award any stock options to its
executive officers as part of its overall compensation program in 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The Corporation does not maintain a stock option or any other equity-based
incentive program, and therefore there were no shares of the Corporation's
common stock subject to outstanding equity awards that were unexercised or that
had not yet vested at December 31, 2008.

2008 OPTION EXERCISES AND STOCK VESTED

The Corporation does not maintain a stock option or any other equity-based
incentive program, and therefore there were no stock option awards exercised by
any executive officer of the Corporation in 2008, nor were there any shares
acquired upon the vesting of any restricted stock awards.

PENSION BENEFITS

The Corporation does not maintain any pension benefit plans for its officers or
directors that would otherwise be disclosable in these proxy materials.

2008 NONQUALIFIED DEFERRED COMPENSATION

The Corporation did not maintain any nonqualified deferred compensation plan for
the benefit of any of its executive officers as of December 31, 2008.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

None of the executive officers of the Corporation has any arrangement that
provides for severance payments. Additionally, none of the executive officers of
the Corporation is entitled to payment of any benefits upon a change-in-control
of the Corporation.

AGREEMENTS WITH EXECUTIVE OFFICERS

The Corporation does not have any employment agreements with any of its
executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following members of the Board of Directors, which serves as the
Corporation's Compensation Committee are officers of the Corporation and its
banking subsidiary:

Ronald K. Puetz Robert W. Orth
Scott A. Wilson Scott D. Gerardin

In addition, Brian T. McGarry and William J. Werry formerly served as officers
of the Corporation's banking subsidiary.

LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT

The Corporation has never made any loans to any of its officers or directors.
However, in the ordinary course of business, the Corporation's banking
subsidiary made loans during 2008 to officers and directors of the Corporation,
and to business firms in which officers and directors of the Corporation are
officers, partners or in which they have a substantial interest. The loans made
by the Corporation's banking subsidiary were made to the Corporation's officers
and directors and certain of the companies with which they are associated in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans to
unaffiliated persons or firms, and do not involve more than a normal risk of
collectibility or present other unfavorable features.

Mrs. Agatha T. Ulrich, director of the Corporation, is a principal member of a
limited liability company that owns buildings occupied by the Corporation's
central office in Oak Creek, and a Tri City National Bank branch office located
in Milwaukee. The central office building lease has a term through 2011 and the
branch office has a lease with a term through 2010. The annual rent for 2008
paid in connection with both of the aforementioned leases was $290,536. Rent is
subject to adjustment based on increases in the consumer price index. Pursuant
to the central office lease only, the Corporation is also obligated to pay its
proportionate share of property taxes, insurance and maintenance costs
associated with the building.

Disinterested members of the Board of Directors must approve, in advance, all
transactions with related parties. Such transactions must be on substantially
the same terms as those prevailing at the time with other individuals or
companies. In accordance with applicable banking regulations, including
Regulation O promulgated by the Federal Reserve Board, the Board of Directors
reviews any loan made to a director or executive officer in an amount that, when
aggregated with the amount of all other loans to such person and his or her
related interests, exceeds the greater of $25,000 or 5% of the Corporation's
capital and surplus (up to a maximum of $500,000) and such loan must be approved
in advance by a majority of the disinterested members of the Board of Directors.

OTHER BUSINESS

The Board of Directors knows of no other business, which may come before the
annual meeting. In the event that any other business not known or determined at
this time does properly come before the meeting, it is intended that the persons
named in the proxy shall vote in accordance with their best judgment.

VOTING OF PROXIES

The presence in person or by proxy, of the holders of a majority of the shares
of the Common Stock outstanding on the record date is required for a quorum with
respect to the matters on which action is to be taken at the annual meeting.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining a quorum.

Proxies received by the Board of Directors will be voted in accordance with the
specifications indicated by the shareholder and unless authority to vote upon
the election of the directors, or as to individual nominees, is withheld, the
proxies will be voted FOR all of the nominees listed in the proxy statement.

Directors are elected by a plurality of the votes cast by holders of the
Corporation's Common Stock entitled to vote at a meeting at which a quorum is
present. In other words, the thirteen nominees who receive the largest number of
votes will be elected as directors. Any shares not voted, whether by withheld
authority, broker non-vote or otherwise, will have no effect in the election of
directors. Similarly, any votes attempted to be cast "against" a nominee will
have no effect in the election.

INDEPENDENT AUDITORS

The Corporation engaged Virchow, Krause & Company, LLP ("Virchow Krause") to
audit the Corporation's financial statements for the year ended December 31,
2008. During the year ended December 31, 2008, the Corporation did not consult
with Virchow Krause regarding any of the matters or events set forth in Item
304(a)(2)(i) or (ii) of Regulation S-K. The Audit Committee and the Board have
not made a decision on the selection of the Corporation's independent auditors
for the year ended December 31, 2009.

Audit Fees. The aggregate fees billed for audit services rendered by Virchow
Krause in 2008 and 2007 totaled $108,850 and $92,700 respectively. Services in
this category for 2008 and 2007 consisted of:

o Audits of the annual consolidated financial statements;
o Reviews of the financial statements included in the Corporation's
Quarterly Reports on Form 10-Q;
o Services associated with registration statements, periodic reports and
other documents filed with the Securities and Exchange Commission.

Audit-Related Fees. The aggregate fees billed in 2008 and 2007 for assurance and
related services provided by Virchow Krause that are reasonably related to the
performance of the audit or review of the Corporation's financial statements
totaled $15,620 and $16,075, respectively. Services in this category in 2008 and
2007 consisted primarily of:

o Financial statement audits of the Corporation's employee benefit plan;
and
o Agreed-upon procedures reports related to an educational loan program.

Tax Fees. The aggregate fees billed in 2008 and 2007 for professional services
rendered by Virchow Krause, for tax compliance, tax advice and tax planning,
totaled $9,838 and $13,000 respectively. Services in this category in 2008 and
2007 consisted primarily of:

o Tax planning and other non-compliance consultation, including tax
audit assistance; and
o Tax compliance, including federal and state tax return preparation.

All Other Fees. There were no fees billed in 2008 and 2007 for other
professional services provided by Virchow Krause.

The Audit Committee has considered whether the provision of other non-audit
services is compatible with the independent auditors' independence and satisfied
itself as to the auditors' independence.

Representatives of Virchow Krause are expected to be present at the annual
meeting and will have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.

The Audit Committee pre-approves all audit and allowable non-audit services
provided by the independent auditors.

SHAREHOLDER PROPOSALS

To be included in the Corporation's proxy statement for its 2010 Annual Meeting
of Shareholders, proposals by shareholders sought must be received by the
Corporation no later than January 8, 2010. The Corporation's By-Laws currently
do not restrict shareholders from making proposals or director nominations at
the annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
executive officers, directors and 10% shareholders to file reports with the
Securities and Exchange Commission disclosing their ownership, and changes in
their ownership of stock in the Corporation. Copies of these reports must also
be furnished to the Corporation. Based solely on a review of these copies, the
Corporation believes that during 2008, its officers, directors and 10%
shareholders complied with all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934.

FORM 10-K

A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K WHICH AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2008 MAY BE
OBTAINED WITHOUT CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE
CORPORATION'S SHARES AS OF THE APRIL 24, 2009 RECORD DATE BY WRITTEN REQUEST TO
SCOTT A. WILSON, SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK
CREEK, WISCONSIN 53154, (414) 761-1610.

By Order of the Board of Directors

/S/Scott A. Wilson

Scott A. Wilson, Secretary
Oak Creek, Wisconsin

May 8, 2009

IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, PLEASE
COMPLETE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON.

Appendix A

TRI CITY BANKSHARES CORPORATION

AUDIT COMMITTEE CHARTER

NAME

There shall be a committee of the Board of Tri City Bankshares Corporation (the
"Bank") which shall be called the Tri City Bankshares Audit Committee (the
"Audit Committee"). This Charter shall govern operations of the Audit Committee.

PURPOSE

The Audit Committee shall be directly responsible for the appointment,
compensation and oversight of the Bank's independent Certified Public Accounting
Firm ("CPA Firm") and shall assist the Board in monitoring:

1) the integrity of the Bank's financial statements.

2) the Bank's compliance with legal and regulatory requirements.

3) the performance of the Bank's internal audit function.

MEMBERSHIP/OPERATION

The Audit Committee shall

1) Be appointed by the Board at least annually and serve until replaced
by the Board.

2) Consist of at least three members of the Board one of whom shall be
appointed by the Board as Chairman of the Audit Committee and all of
whom are:

a) Independent from material relationships with management.

b) Not paid any consulting, advisory or compensatory fee from the
Bank other than director's or Committee fees.

c) Financially literate (or become financially literate within a
reasonable period of time after appointed to the Committee).

3) Have at least one member who is a financial expert who through
education and experience as a Certified Public Accountant, principal
financial officer or controller:

a) understands generally accepted accounting principles and
financial statements,

b) has experience in preparing or auditing financial statements,

c) has experience with internal accounting controls,

d) understands Audit Committee functions.

4) Determine its own rules of procedures subject to this Charter and the
Bylaws of the Bank.

5) Reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

6) Meet periodically with management, internal auditors and the CPA Firm
to further its purpose.

7) Retain such special legal or accounting consultants as it deems
necessary to advise the Committee and carry out its duties.

RESPONSIBILITIES

The primary responsibilities of the Audit Committee are the appointment and
supervision of the CPA Firm including:

1) Pre-approval of all engagements including audit and permitted
non-audit services. The Committee may delegate such pre-approval
authority to one or more of its members who shall report any granted
pre-approvals to the full Audit Committee at its next regularly
scheduled meeting.

2) Require the CPA Firm to issue its audit report directly to Audit
Committee.

3) Evaluate and, if appropriate, replace CPA Firm.

4) Review the independence of CPA Firm.

The Audit Committee, to the extent it deems necessary or appropriate shall:

1) Review and discuss with management and the CPA Firm the Bank's annual
audited financial statements, including disclosures made in

"Management's Discussion and Analysis of Financial Condition and
Results of Operations", and recommend to the Board whether any further
explanation or disclosures should be made with the audited financial
statements included in the Bank's Form 10-K.

2) Review and discuss with management and the CPA Firm the Bank's
quarterly financial statements, including disclosures made under
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" or similar disclosures, prior to the filing of
its Form 10-Q, including the results of the CPA Firm's reviews of the
quarterly financial statements. The chair of the Committee may
represent the entire Committee for purposes of this interim review and
discussion.

3) Review and discuss with management, internal auditors, and the CPA
Firm, as applicable:

a) Major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Bank's selection or application of accounting principles.

b) The adequacy of the Bank's internal controls and any special
audit steps adopted in light of material control deficiencies.

c) Analyses prepared by management or the CPA Firm setting forth
significant financial reporting issues and judgments made in
connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on
the financial statements.

d) Any management letter provided by the CPA Firm and the Bank's
response to the letter.

e) Any problems, difficulties or differences encountered in the
course of the audit work, including any disagreements with
management or restrictions on the scope of the CPA Firm's
activities or on access to requested information and management's
response thereto.

f) The effect of regulatory and accounting initiatives on the
financial statements of the Bank.

4) Discuss with management the Bank's major financial risk exposure and
the steps management has taken to monitor and control such exposures,
including the Bank's risk assessment and risk management policies.

5) Obtain and review a report from the CPA Firm at least annually
regarding:

a) The CPA Firm's internal quality-control procedures.

b) Any material issues raised by the most recent quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within
the preceding five years respecting one or more independent
audits carried out by the CPA Firm.

c) Any steps taken to deal with any such issues.

d) All relationships between the CPA Firm and the Bank.

e) Evaluation of the qualifications, performance, and independence
of the CPA Firm, including a review and evaluation of the lead
partner of the CPA Firm and taking into account the opinions of
management and the Bank's internal auditors.

f) Ensuring that the lead audit partner of the CPA Firm and the
audit partner responsible for reviewing the audit are rotated at
least every five years as required by the Sarbanes-Oxley Act of
2002, and further consider rotation of the CPA Firm itself.

6) Discuss with the CPA Firm:

a) Any communications between the audit team and the audit firm's
national office respecting auditing or accounting issues
presented by the engagement.

b) Any accounting adjustments that were noted or proposed by the CPA
Firm that were passed (as immaterial or otherwise).

c) The internal audit department and its audit plan,
responsibilities, budgeting and staffing.

7) Establish procedures for:

a) The receipt, retention, and treatment of complaints received by
the Bank regarding accounting, internal accounting control or
auditing matters.

b) The confidential, anonymous submission by employees of the Bank
of concerns regarding questionable accounting or auditing
matters.

8) Review disclosures made by the Bank's principal executive officer or
officers and principal financial officer or officers regarding the
compliance with their certification obligation as required under the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder,
including the Bank's disclosure controls and procedures and internal
controls for financial reporting and evaluation thereof.

9) Review any reports of the CPA Firm mandated by Section 10A of the
Securities Exchange Act of 1934, as amended, and obtained from the
registered CPA Firm any information with respect to illegal acts in
accordance with Section 10A.

10) Ensure that the Bank maintains an effective internal audit function
that:

a) Has adequate staff and compensation.

b) Is independent and has authority.

c) Reports directly (though not exclusively) to the Audit Committee
its findings from completed internal audits and progress reports
on proposed audit plan.

11) Obtain reports regarding:

a) Insider transactions from management.

b) Correspondence with regulators, governmental agencies or other
outside third parties.

c) Legal issues having a material impact on the Bank's financial
statements or its compliance and reporting policies from the
Bank's law firm.

12) At its discretion to request that management, the internal auditors or
the CPA Firm undertake special projects which the Audit Committee
deems necessary to fulfill its responsibilities.

LIMITATIONS OF AUDIT COMMITTEE'S ROLES

While the Audit Committee has the responsibilities and powers set forth in its
Charter, it is not the duty of the Audit Committee to prepare financial
statements, plan or conduct audits or to determine that the Bank's financial
statements and disclosures are complete and accurate and are in accordance with
generally accepted accounting principles and applicable rules and regulations.
These are the responsibilities of management and the CPA Firm.

PROXY Tri City Bankshares Corporation PROXY
Annual Meeting - June 10, 2009
This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints William Gravitter and Ronald K. Puetz and
each of them, with full power to act without the other and with full power in
each to appoint his substitute or substitutes, as the undersigned's proxy to
vote all of the shares which the undersigned may be entitled to vote at the
Annual Meeting of the Shareholders of Tri City Bankshares Corporation, a
Wisconsin corporation, to be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 10, 2009 at 9:30 a.m.,
and at any adjournment or adjournments of said meeting, on the following
matters:

1. Election of Directors :
FOR all nominees listed below |_| WITHHOLD AUTHORITY |_|
(or their substitutes if any nominees To vote for all nominees
shall be unable to stand for election) listed below

FRANK J. BAUER, WILLIAM N. BERES, SANFORD FEDDERLY, SCOTT D. GERARDIN, WILLIAM
GRAVITTER, CHRIST KRANTZ, BRIAN T. McGARRY, ROBERT W. ORTH, RONALD K. PUETZ,
AGATHA T. ULRICH, DAVID A. ULRICH, JR., WILLIAM J. WERRY, SCOTT A. WILSON

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

(Over)

- -------------------------------------------------------------------------------

The Board of Directors recommends a vote FOR each of the nominees.

2. In their discretion on such other business as may properly come before the
meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES.

Date , 2009
---------------------------------------

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Please sign exactly as name appears hereon.
For joint accounts, all owners should sign.
Executors, Administrators, Trustees, etc.,
should so indicate when signing.