Exhibit 10.46


    EXHIBIT
      10.46

    TEMECULA
      VALLEY BANK

    SPLIT
      DOLLAR AGREEMENT

    


    THIS
      AGREEMENT is entered into this 29th
      day of
      December 2006, by and between TEMECULA VALLEY BANK, a bank located in Temecula
      Valley, California, and organized under the laws of the State of California
      (“Bank”), and Jim Andrews (the "Executive"). This Agreement shall append the
      Split Dollar Endorsement entered into on even date herewith or as subsequently
      amended, by and between the aforementioned parties.

    


    INTRODUCTION

    


    To
      encourage the Executive to remain an employee of the Bank, the Bank is willing
      to divide the death proceeds of a life insurance policy on the Executive's
      life.
      The Bank will pay life insurance premiums from its general assets.

    


    AGREEMENT

    


    The
      Bank
      and the Executive agree as follows:

    


    Article
      1

    General
      Definitions

    


    The
      following terms shall have the meanings specified:

    


        1.1     “Insured”
      means
      the Executive.

    


        1.2     “Insurer”
      means
      each life insurance carrier in which there is a Split Dollar Policy Endorsement
      attached to this Agreement.

    


        1.3     “Policy”
      means
      the specific life insurance policy issued by the Insurer.

    


        1.4     “Salary
      Continuation Agreement”
means
      the Salary Continuation Agreement between the Company and the Executive, entered
      into on even date herewith. 

    


        1.5     “Change
      in Control”
      means:


    
      	
              (a)

            	
              A
                change in the ownership of the capital stock of the Company, whereby
                another corporation, person, or group acting in concert (hereinafter
                this
                Agreement shall collectively refer to any combination of these three
                [another corporation, person, or group acting in concert] as a “Person”)
                as described in Section 14(d)(2) of the Securities Exchange Act of
                1934,
                as amended (the “Exchange Act”), acquires, directly or indirectly,
                beneficial ownership (within the meaning of Rule 13d-3 promulgated
                under
                the Exchange Act) of a number of shares of capital stock of the Company
                which constitutes twenty-five percent (25%) or more of the combined
                voting
                power of the Company’s then outstanding capital stock then entitled to
                vote generally in the election of directors; or

            
	
              (b)

            	
              The
                persons who were members of the Board of Directors of the Company
                immediately prior to a tender offer, exchange offer, contested election
                or
                any combination of the foregoing, cease to constitute a majority
                of the
                Board of Directors; or

            
	
              (c)

            	
              The
                adoption by the Board of Directors of the Company of a merger,
                consolidation or reorganization plan involving the Company in which
                the
                Company is not the surviving entity, or a sale of all or substantially
                all
                of the assets of the Company. For purposes of this Agreement, a sale
                of
                all or substantially all of the assets of the Company shall be deemed
                to
                occur if any Person acquires (or during the 12-month period ending
                on the
                date of the most recent acquisition by such Person, has acquired)
                gross
                assets of the Company that have an aggregate fair market value equal
                to
                twenty-five percent (25%) or more of the fair market value of all
                of the
                respective gross assets of the Company immediately prior to such
                acquisition or acquisitions; or

            
	
              (d)

            	
              A
                tender offer or exchange offer is made by any Person which results
                in such
                Person beneficially owning (within the meaning of Rule 13d-3 promulgated
                under the Exchange Act) either twenty-five percent (25%) or more
                of the
                Company’s outstanding shares of Common Stock or shares of capital stock
                having twenty-five (25%) or more the combined voting power of the
                Company’s then outstanding capital stock (other than an offer made by the
                Company), and sufficient shares are acquired under the offer to cause
                such
                person to own twenty-five (25%) or more of the voting power;
                or

            
	
              (e)

            	
              Any
                other transactions or series of related transactions occurring which
                have
                substantially the same effect as the transactions specified in any
                of the
                preceding clauses of this Section
                1.5.

            


    

     

    Notwithstanding
      the above, certain transfers are permitted within Section 318 of the Code and
      such transfers shall not be deemed a Change in Control under this Section 1.5.
      

    


    Article
      2

    Policy
      Ownership/Interests

    


        2.1    Bank
      Ownership.
      The
      Bank is the sole owner of the Policy and shall have the right to exercise all
      incidents of ownership. The Bank shall be the beneficiary of the remaining
      death
      proceeds of the Policy after the Interest of the Executive or the Executive’s
      transferee has been paid according to Section 2.2 below.

    


        2.2    Executive's
      Interest.
      Executive shall have the right to designate the beneficiary of the death
      proceeds of the Policy. The Executive shall also have the right to elect and
      change settlement options that may be permitted. Upon
      the
      termination of this Agreement pursuant to Article 7, the Executive, the
      Executive’s transferee or the Executive’s beneficiary shall have no rights or
      interests in the Policy and no death benefit shall be paid under this Section
      2.2.

     

            2.2.1    Death
      During Active Service.
      If the Executive dies while in the Active service of the Bank, the Executive’s
      beneficiary shall receive Seven Hundred Ninety-three Thousand Nine Hundred
      Seventy-four dollars ($793,974). 

     

            2.2.2    Death
      During Payment of a Benefit Under the Salary Continuation
      Agreement.
      If the Executive Dies after any benefit payments have commenced under Article
      2
      of the Salary Continuation Agreement but before receiving all such payments,
      the
      Bank shall cease paying the remaining Salary Continuation benefit, if any,
      and
      the Executive’s beneficiary shall receive a Split Dollar benefit equal to the
      remaining Accrued Liability Balance, as defined in the Salary Continuation
      Agreement.

     

            2.2.3    Death
      After Termination of Employment but Before Commencement of Payment under the
      Salary Continuation Agreement.
      If the Executive is entitled to a benefit under Article 2 of the Salary
      Continuation Agreement, but dies prior to the commencement of said benefit
      payments, the Bank shall pay no benefit under the Salary Continuation Agreement
      and the Executive’s beneficiary shall receive the split dollar death benefit
      described in Section 2.2.1 of this Agreement.

     

            2.2.4    Death
      After Payment of all Benefits Under the Salary Continuation
      Agreement.
      If the Executive Dies after all benefit payments have been made under Article
      2
      of the Salary Continuation Agreement, no benefits shall be paid under this
      Agreement.

     

        2.3    Comparable
      Coverage upon Change in Control.
      Upon a
      Change in Control, the Company shall not amend, terminate or otherwise abrogate
      the Executive’s Interest in the Policy unless the Company replaces the Policy
      with a comparable insurance policy to cover the benefit provided under this
      Agreement and the Company and the Executive execute a new Split Dollar Policy
      Endorsement for said comparable insurance policy. The Policy or any comparable
      policy shall be subject to the claims of the Company’s creditors.

    


    Article
      3

    Premiums

     

        3.1    Premium
      Payment.
      The
      Bank shall pay any premiums due on the Policy.


        3.2    Economic
      Benefit.
      The
      Bank shall determine the economic benefit attributable to the Executive based
      on
      the life insurance premium factor for the Executive's age multiplied by the
      aggregate death benefit payable to the Beneficiary. The "life insurance premium
      factor" is the minimum factor applicable under guidance published pursuant
      to
      Treasury Reg. § 1.61-22(d)(3)(ii) or any subsequent authority.

    


        3.3    Imputed
      Income.
      The
      Bank shall impute the economic benefit to the Executive on an annual basis,
      by
      adding the economic benefit to the Executive’s Form W-2.

    


    Article
      4

    Assignment

    


    The
      Executive may assign without consideration all of the Executive’s interests in
      the Policy and in this Agreement to any person, entity or trust. In the event
      the Executive transfers all of the Executive’s interest in the Policy, then all
      of the Executive's interest in the Policy and in the Agreement shall be vested
      in the Executive’s transferee, who shall be substituted as a party hereunder and
      the Executive shall have no further interest in the Policy or in this
      Agreement.

    


    Article
      5

    Insurer

    


    The
      Insurer shall be bound only by the terms of the Policy. Any payments the Insurer
      makes or actions it takes in accordance with the Policy shall fully discharge
      it
      from all claims, suits and demands of all entities or persons. The Insurer
      shall
      not be bound by or be deemed to have notice of the provisions of this
      Agreement.

    


    Article 6

    Claims
      and Review Procedures

    


        6.1    Claims
      Procedure.
      Any
      person or entity who has not received benefits under the Plan that he or she
      believes should be paid (the “claimant”) shall make a claim for such benefits as
      follows:

    


            6.1.1    Initiation
      - Written Claim.
      The
      claimant initiates a claim by submitting to the Bank a written claim for the
      benefits. 

    


            6.1.2    Timing
      of Bank Response.
      The Bank
      shall respond to such claimant within 90 days after receiving the claim. If
      the
      Bank determines that special circumstances require additional time for
      processing the claim, the Bank can extend the response period by an additional
      90 days by notifying the claimant in writing, prior to the end of the initial
      90-day period, that an additional period is required. The notice of extension
      must set forth the special circumstances and the date by which the Bank expects
      to render its decision. 

    


            6.1.3    Notice
      of Decision.
      If the
      Bank denies part or all of the claim, the Bank shall notify the claimant in
      writing of such denial. The Bank shall write the notification in a manner
      calculated to be understood by the claimant. The notification shall set
      forth:

    
      	
              (a)

            	
              
                The
                  specific reasons for the denial, 

              

            
	
              (b)

            	
              
                A
                  reference to the specific provisions of the Plan on which the denial
                  is
                  based, 

              

            
	
              (c)

            	
              
                A
                  description of any additional information or material necessary
                  for the
                  claimant to perfect the claim and an explanation of why it is needed,
                  

              

            
	
              (d)

            	
              
                An
                  explanation of the Plan’s review procedures and the time limits applicable
                  to such procedures, and 

              

            
	
              (e)

            	
              
                A
                  statement of the claimant’s right to bring a civil action under ERISA
                  Section 502(a) following an adverse benefit determination on review.
                  

              

            


    

     

        6.2    Review
      Procedure.
      If the
      Bank denies part or all of the claim, the claimant shall have the opportunity
      for a full and fair review by the Bank of the denial, as follows:

    


            6.2.1    Initiation
      - Written Request.
      To
      initiate the review, the claimant, within 60 days after receiving the Bank’s
      notice of denial, must file with the Bank a written request for review.


    


            6.2.2    Additional
      Submissions - Information Access.
      The
      claimant shall then have the opportunity to submit written comments, documents,
      records and other information relating to the claim. The Bank shall also provide
      the claimant, upon request and free of charge, reasonable access to, and copies
      of, all documents, records and other information relevant (as defined in
      applicable ERISA regulations) to the claimant’s claim for benefits.


    


            6.2.3    Considerations
      on Review.
      In
      considering the review, the Bank shall take into account all materials and
      information the claimant submits relating to the claim, without regard to
      whether such information was submitted or considered in the initial benefit
      determination. 

    


            6.2.4    Timing
      of Bank Response.
      The
      Bank shall respond in writing to such claimant within 60 days after receiving
      the request for review. If the Bank determines that special circumstances
      require additional time for processing the claim, the Bank can extend the
      response period by an additional 60 days by notifying the claimant in writing,
      prior to the end of the initial 60-day period, that an additional period is
      required. The notice of extension must set forth the special circumstances
      and
      the date by which the Bank expects to render its decision. 

    


            6.2.5    Notice
      of Decision.
      The
      Bank shall notify the claimant in writing of its decision on review. The Bank
      shall write the notification in a manner calculated to be understood by the
      claimant. The notification shall set forth:

    
      	
              (a)

            	
              
                The
                  specific reasons for the denial, 

              

            
	
              (b)

            	
              
                A
                  reference to the specific provisions of the Plan on which the denial
                  is
                  based, 

              

            
	
              (c)

            	
              
                
                  A
                    statement that the claimant is entitled to receive, upon request
                    and free
                    of charge, reasonable access to, and copies of, all documents,
                    records and
                    other information relevant (as defined in applicable ERISA regulations)
                    to
                    the claimant’s claim for benefits, and

                

              

            
	
              (d)

            	
              
                
                  A
                    statement of the claimant’s right to bring a civil action under ERISA
                    Section 502(a). 

                

              

            


    

     

    Article
      7

    Amendments
      and Termination

    


    This
      Agreement may be amended or terminated only by a written agreement signed by
      the
      Bank and the Executive. 

    


    Article
      8

    General
      Limitations

    


        8.1    Suicide
      or Misstatement.
      No
      benefits shall be payable if the Executive commits suicide within two years
      after the date of this Agreement, or if the insurance company denies coverage
      for material misstatements of fact made by the Executive on any job application
      or on any application for life insurance purchased by the Bank.

    


    Article
      9

    Miscellaneous

    


        9.1    Binding
      Effect.
      This
      Agreement shall bind the Executive and the Bank and their beneficiaries,
      survivors, executors, administrators and transferees, and any Policy
      beneficiary.

    


        9.2    Applicable
      Law.
      The
      Agreement and all rights hereunder shall be governed by and construed according
      to the laws of the State of California, except to the extent preempted by the
      laws of the United States of America.

    


        9.3    Reorganization.
      The Bank
      shall not merge or consolidate into or with another company, or reorganize,
      or
      sell substantially all of its assets to another company, firm or person unless
      such succeeding or continuing company, firm or person agrees to assume and
      discharge the obligations of the Bank.

    


        9.4    Notice.
      Any
      notice, consent or demand required or permitted to be given under the provisions
      of this Split Dollar Agreement by one party to another shall be in writing,
      shall be signed by the party giving or making the same, and may be given either
      by delivering the same to such other party personally, or by mailing the same,
      by United States certified mail, postage prepaid, to such party, addressed
      to
      his or her last known address as shown on the records of the Bank. The date
      of
      such mailing shall be deemed the date of such mailed notice, consent or
      demand.

    


        9.5    Entire
      Agreement. This
      Agreement constitutes the entire agreement between the Bank and the Executive
      as
      to the subject matter hereof. No rights are granted to the Executive by virtue
      of this Agreement other than those specifically set forth herein.

    


        9.6    Administration.
      The
      Bank
      shall have powers which are necessary to administer this Agreement, including
      but not limited to:

    
      	
              (a)

            	
              
                
                  Interpreting
                    the provisions of this Agreement;

                

              

            
	
              (b)

            	
              
                
                  Establishing
                    and revising the method of accounting for this
                    Agreement;

                

              

            
	
              (c)

            	
              
                
                  
                    Maintaining
                      a record of benefit payments; and

                  

                

              

            
	
              (d)

            	
              
                
                  
                    Establishing
                      rules and prescribing any forms necessary or desirable to administer
                      this
                      Agreement.

                  

                

              

            


    

     

        9.7    Named
      Fiduciary. The
      Bank
      shall be the named fiduciary and plan administrator under the Agreement. The
      named fiduciary may delegate to others certain aspects of the management and
      operation responsibilities of the plan including the employment of advisors
      and
      the delegation of ministerial duties to qualified individuals.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement the day and year
      first
      above written.

    


    


    EXECUTIVE:                                                                    BANK:

                                                                                TEMECULA
      VALLEY
      BANK

    
      	 	 	 	 
	By:
              /s/ Jim Andrews	 	 	By:
              /s/ Donald A. Pitcher
	
              

            	 	 	
              

            
	
            	 	 	
              Executive
                Vice President and Chief
                Financial
                Officer