Exhibit 10.45


    

      EXHIBIT
        10.45

      TEMECULA
        VALLEY BANK

      EXECUTIVE
        SUPPLEMENTAL
        COMPENSATION 

      AGREEMENT
        

      


      Effective
        this 29th
        day of
        December 2006, this SALARY CONTINUATION AGREEMENT (“Agreement”) is adopted by
        and between TEMECULA
        VALLEY BANK
        (“Bank”), a bank located in Temecula Valley, California, and organized under the
        laws of the State of California, and JIM ANDREWS (“Executive”), a member of a
        select group of management and highly compensated employees of the Bank.
        The
        purpose of this Agreement is to further the growth and development of the
        Bank
        by providing Executive with supplemental retirement income, and thereby
        encourage Executive’s productive efforts on behalf of the Bank and the Bank’s
        shareholders, and to align the interests of the Executive and those
        shareholders. 

      


      It
        is
        intended that the Agreement be "unfunded" for purposes of the Employee
        Retirement Income Security Act of 1974, as amended ("ERISA") and not be
        construed to provide income to the participant or beneficiary under the Internal
        Revenue Code of 1986, as amended (the "Code"), particularly Section 409A
        of the
        Code and guidance or regulations issued thereunder, prior to actual receipt
        of
        benefits.

      


      Article
        1

      Definitions
        and Construction

      


      Where
        the
        following words and phrases appear in the Agreement, they shall have the
        respective meanings set forth below, unless their context clearly indicates
        to
        the contrary:

      


      	1.1    
              	
              “Accrued
                Liability Balance” shall mean the amount accrued by the Company to fund
                the future benefit expense associated with this Agreement, as of
                the end
                of the month preceding the Executive’s Separation from Service. The
                Company shall account for this benefit using Generally Accepted Accounting
                Principles, regulatory accounting guidance of the Company’s primary
                federal regulator, and other applicable accounting guidance, including
                APB
                12 and FAS 106. Accordingly, the Company shall establish a liability
                retirement account for the Executive into which appropriate accruals
                shall
                be made using a discount that is reasonable, which is consistent
                with
                guidance issued by the Company’s primary federal regulator, and which may
                be adjusted thereafter at the Board’s discretion to comply with regulatory
                guidance. This Agreement is intended to be a “non-account balance” plan,
                as that term is used under the Code.

            


       

      


      	1.2    
              	
              “Board”
                shall mean the Board of Directors of the
                Bank.

            


      


      	1.3  
                	
              “Change
                in Control” shall mean: a change in ownership or control of the Bank as
                defined in Treasury Regulation §1.409A-3(g)(5) or any subsequently
                applicable Treasury Regulation.

            


      


      	1.4  
                	
              “Code”
                shall mean the United States Internal Revenue Code of 1986, as
                amended.

            


      


      	1.5  
                	
              “Disability”
                shall mean Executive (i) is unable to engage in any substantial gainful
                activity by reason of any medically determinable physical or mental
                impairment which can be expected to result in death or can be expected
                to
                last for a continuous period of not less than 12 months, or (ii)
                is, by
                reason of any medically determinable physical or mental impairment
                which
                can be expected to result in death or can be expected to last for
                a
                continuous period of not less than 12 months, receiving income replacement
                benefits for a period of not less than 3 months under an accident
                and
                health plan covering employees of the Bank. Medical determination
                of
                Disability may be made by either the Social Security Administration
                or by
                the provider of an accident or health plan covering employees of
                the Bank.
                Upon the request of the Plan Administrator, the Executive must submit
                proof to the Plan Administrator of Social Security Administration’s or the
                provider’s determination.

            


      	 	 


      	1.6  
                	
              “Early
                Termination” shall mean that Executive’s employment with the Bank has
                terminated, voluntarily or involuntarily, prior to Normal Retirement
                Age
                and such termination is not due to death, Termination for Cause,
                Disability, or Separation from Service following a Change in
                Control.

            


      


      	1.7  
                	
              “Effective
                Date” shall mean September 1, 2006.

            


      


      	1.8   
               	
              “Normal
                Retirement Age” shall mean the date on which the Executive attains age 65.
                

            


      


      	1.9   
               	
              “Plan
                Administrator” shall mean the plan administrator described in Article
                6.

            


      


      	1.10 
               	
              “Plan
                Year” shall mean each twelve-month period commencing on January 1 and
                ending on December 31 of each year. The initial Plan Year shall commence
                on the Effective Date of this Plan and end on the following December
                31.

            


      


      	1.11
                	
              “Separation
                from Service” shall mean that the Executive has experienced a Termination
                of Employment from the Bank. Where the Executive continues to perform
                services for the Bank following a Termination of Employment, however,
                and
                the facts and circumstances indicate that such services are intended
                by
                the Bank and the Executive to be more than “insignificant” services, a
                Separation from Service will not be deemed to have occurred and any
                amounts deferred under this Agreement may not be paid or made available
                to
                the Executive. The determination of whether such services are considered
                “insignificant” will be based upon all facts and circumstances relating to
                the termination and upon any applicable rules and regulations issued
                under
                Section 409A of the Code. Military leave, sick leave, or other bona
                fide
                leaves of absence are not generally considered terminations of employment.
                

            


      


      	1.12 
               	
              “Termination
                for Cause” has that meaning set forth in Article
                5.

            


      


      	1.13
                	
              “Termination
                of Employment” shall mean that Executive’s employment with the Bank has
                terminated.

            


      


      Article
        2

      Distributions
        During Executive’s Lifetime

      


      
        	
                2.1 
                      

              	
                Normal
                  Retirement Benefit.
                  Upon Executive’s attainment of the Normal Retirement Age, the Bank shall
                  distribute to the Executive the benefit described in this Section
                  2.1 in
                  lieu of any other benefit under this Article.


              


      

      
        	 	
                2.1.1

              	
                Amount
                  of Benefit.
                  The annual benefit under this Section 2.1 is Eighty Thousand Dollars
                  ($80,000). The
                  Board may, in its sole discretion, increase this benefit from time
                  to
                  time.

              


      

      


      
        	 	
                2.1.2

              	
                Form
                  and Timing of Benefit.
                  The Bank shall distribute the annual benefit to the Executive in
                  twelve
                  (12) equal monthly installments, commencing on the first day of
                  the month
                  following the Executive’s Normal Retirement Age. The annual benefit shall
                  be distributed to the Executive for fifteen (15) years.
                  

              


      

      


      
        	
                2.2   
                   

              	
                Early
                  Termination Benefit.
                  Upon the Executive’s Early Termination, the Bank shall distribute to the
                  Executive the benefit described in this Section 2.2 in lieu of
                  any other
                  benefit under this Article. Notwithstanding anything to the contrary
                  in
                  this Section 2.2, Executive shall not be entitled to a benefit
                  under this
                  Section 2.2 if Executive terminates employment prior to the fulfillment
                  of
                  five full Plan Years from the date of this Agreement. For purposes
                  of this
                  Section 2.2, if the first Plan Year is only a partial calendar
                  year, the
                  partial calendar year shall be considered one full Plan Year.
                  

              


      

      


      
        	 	
                2.2.1

              	
                Amount
                  of Benefit.
                  The benefit under this Section 2.2 is the Accrued Liability Balance,
                  calculated as of the end of the Plan Year immediately preceding
                  Executive’s Separation from Service.


              


      

      


      
        	 	
                2.2.2

              	
                Form
                  and Timing of Benefit.
                  The Bank shall distribute the annual benefit to the Executive in
                  a lump
                  sum within 60 days following a Separation from Service.
                  

              


      

      


      
        	
                2.3    
                  

              	
                Disability
                  Benefit.
                  Upon Executive’s Separation from Service due to Disability, the Bank shall
                  distribute to the Executive the benefit described in this Section
                  2.3 in
                  lieu of any other benefit under this
                  Article.

              


      

      


      
        	 	
                2.3.1

              	
                Amount
                  of Benefit.
                  The benefit under this Section 2.3 is the Accrued Liability Balance,
                  determined as of the end of the Plan Year immediately preceding
                  notification of Disability and subsequent Separation from
                  Service.

              


      

      


      
        	 	
                2.3.2

              	
                Form
                  and Timing of Benefit.
                  The Bank shall distribute the benefit to the Executive in a lump
                  sum
                  within 60 days following Separation from Service.
                  

              


      

      


      
        	
                2.4    
                  

              	
                Change
                  in Control Benefit.
                  Upon a Change in Control followed by Executive’s Termination of
                  Employment, the Executive shall be entitled to the benefit described
                  in
                  this Section 2.4 in lieu of any other benefit under this Article.
                  

              


      

       

      
        	 	
                2.4.1

              	
                Amount
                  of Benefit.
                  The benefit under this Section 2.4 is the Accrued Liability Balance,
                  calculated as of the date of Termination of Employment.  

              


      

      


      	2.4.2  	
              Form
                and Timing of Benefit. The
                Bank shall distribute the benefit to the Executive in a lump sum
                within 60
                days following Executive’s Separation from Service.
                

            


      


      
        	
                2.5    
                  

              	
                Restriction
                  on Timing of Distribution. 
                  Notwithstanding any provision of this Agreement to the contrary,
                  distributions to Executive may not commence earlier than six (6)
                  months
                  after the date of a Separation from Service if, pursuant to Section
                  409A of the Code and regulations and guidance promulgated thereunder,
                  Executive is considered a “specified employee” under Section 416(i)
                  of the Code. In the event a distribution is delayed pursuant to
                  this
                  Section 2.5, the originally scheduled payment shall be delayed
                  for 6
                  months, and shall commence instead on the first day of the seventh
                  month
                  following the delay. If payments are scheduled to be made in installments,
                  the first six months of installment payments shall be delayed,
                  aggregated,
                  and paid instead on the first day of the seventh month, after which
                  all
                  installment payments shall be made on their regular schedule. If
                  payment
                  is scheduled to be made in a lump sum, the lump sum payment shall
                  be
                  delayed for six months and instead be made on the first day of
                  the seventh
                  month.

              


      

      


      
        	
                2.6    
                  

              	
                Payments
                  Upon Income Inclusion.
                  Should amounts deferred under this Agreement become includable
                  in the
                  Executive’s income by reason of a failure of this Agreement to comply with
                  the requirements of Section 409A of the Code, the Bank shall distribute
                  to
                  the Executive an amount necessary to cover the includable amounts,
                  as well
                  as other amounts necessary to cover FICA, employment, and income
                  taxes, to
                  the extent such distributions do not exceed the Executive’s vested account
                  balances.

              


      

      


      Article
        3

      Distribution
        Upon Death

      


      No
        death
        benefit shall be payable under this Agreement.

      


      Article
        4

      Beneficiaries

      


      
        	 	
                Executive’s
                  beneficiary(ies), if any, shall not have any rights under this
                  Agreement.

              


      

      


      Article
        5

      General
        Limitations

      


      	5.1 
                 	
              Termination
                for Cause.
                Notwithstanding any provision of this Agreement to the contrary,
                the Bank
                shall not distribute any benefit under this Agreement if Executive’s
                service is terminated by the Board for:

            


      


      	(a)
                	
              Gross
                negligence or gross neglect of duties to the Bank;
                or

            


      	(b)
                	
              Conviction
                of a felony or of a gross misdemeanor involving moral turpitude in
                connection with the Executive’s employment with the Bank; or
                

            


      	(c)
                	
              Fraud,
                disloyalty, dishonesty or willful violation of any law or significant
                Bank
                policy committed in connection with the Executive's employment and
                resulting in a material adverse effect on the
                Bank.

            


      


      
        	
                5.2     
                  

              	
                Suicide
                  or Misstatement.
                  No benefits shall be distributed if the Executive commits suicide
                  within
                  two years after the Effective Date of this Agreement, or if an
                  insurance
                  company which issued a life insurance policy covering the Executive
                  and
                  owned by the Bank denies coverage (i) for material misstatements
                  of fact
                  made by the Executive on an application for such life insurance,
                  or (ii)
                  for any other reason.

              


      

      


      	5.3  
                	
              Competition
                After Termination of Employment.
                No benefits shall be payable if the Executive, without the prior
                written
                consent of the Company, engages in, becomes interested in, directly
                or
                indirectly, as a sole proprietor, as a partner in a partnership,
                or as a
                substantial officer, principal, agent, trustee or in any other capacity
                whatsoever, any enterprise conducted in the trading area (a 50 mile
                radius) of the business of the Bank within 2 years after Separation
                from
                Service, which enterprise is, or may be deemed to be, competitive
                with any
                business carried on by the Company as of the date of termination
                of the
                Executive’s employment or his retirement.

            


      


      Article
        6

      Administration
        of Agreement

      


      
        	
                6.1    
                  

              	
                Plan
                  Administrator Duties.
                  This Agreement shall be administered by a Plan Administrator which
                  shall
                  consist of the Board, or such committee or person(s) as the Board
                  shall
                  appoint. The Plan Administrator shall also have the discretion
                  and
                  authority to (i) make, amend, interpret and enforce all appropriate
                  rules
                  and regulations for the administra-tion of this Agreement and (ii)
                  decide
                  or resolve any and all ques-tions including interpretations of
                  this
                  Agreement, as may arise in connection with the
                  Agreement.

              


      

      


      
        	
                6.2    
                  

              	
                Agents.
                  In the administration of this Agreement, the Plan Administrator
                  may employ
                  agents and delegate to them such administrative duties as it sees
                  fit,
                  (including acting through a duly appointed representative), and
                  may from
                  time to time consult with counsel who may be counsel to the
                  Bank.

              


      

      


      
        	
                6.3    
                  

              	
                Binding
                  Effect of Decisions.
                  The decision or action of the Plan Administrator with respect to
                  any
                  question arising out of or in connection with the administration,
                  interpretation and application of the Agreement and the rules and
                  regulations promulgated hereunder shall be final and conclusive
                  and
                  binding upon all persons having any interest in the Agreement.
                  

              


      

      


      
        	
                6.4    
                  

              	
                Indemnity
                  of Plan Administrator.
                  The Bank shall indemnify and hold harmless the members of the Plan
                  Administrator against any and all claims, losses, damages, expenses
                  or
                  liabilities arising from any action or failure to act with respect
                  to this
                  Agreement, except in the case of willful misconduct by the Plan
                  Administrator or any of its
                  members.

              


      

      


      
        	
                6.5    
                  

              	
                Bank
                  Information.
                  To enable the Plan Administrator to perform its functions, the
                  Bank shall
                  supply full and timely information to the Plan Administrator on
                  all
                  matters relating to the date and circum-stances of the retirement,
                  Disability, or Separation from Service of the Executive, and such
                  other
                  pertinent information as the Plan Administrator may reasonably
                  require.

              


      

      


      
        	
                6.6    
                  

              	
                Annual
                  Statement.
                  The Plan Administrator shall provide to the Executive, within one
                  hundred
                  twenty (120) days after the end of each Plan Year, a statement
                  setting
                  forth the benefits to be distributed under this
                  Agreement.

              


      

       

      Article
        7

      Claims
        And Review Procedures

      


      
        	
                7.1    
                  

              	
                Claims
                  Procedure.
                  An Executive who has not received benefits under the Agreement
                  that he or
                  she believes should be distributed shall make a claim for such
                  benefits as
                  follows:

              


      

      


      


      
        	 	
                7.1.1

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

              


      

      


      
        	 	
                7.1.2

              	
                Timing
                  of Plan Administrator Response.
                  The Plan Administrator shall respond to such claimant within 90
                  days after
                  receiving the claim. If the Plan Administrator determines that
                  special
                  circumstances require additional time for processing the claim,
                  the Plan
                  Administrator 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 Plan
                  Administrator expects to render its
                  decision.

              


      

      


      
        	 	
                7.1.3

              	
                Notice
                  of Decision.
                  If the Plan Administrator denies part or all of the claim, the
                  Plan
                  Administrator shall notify the claimant in writing of such denial.
                  The
                  Plan Administrator 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 Agreement 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 Agreement’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.

              


      

      


      
        	
                7.2    
                  

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

              


      

      


      
        	 	
                7.2.1

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

              


      

      


      
        	 	
                7.2.2

              	
                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 Plan
                  Administrator 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.

              


      

      


      
        	 	
                7.2.3

              	
                Considerations
                  on Review.
                  In considering the review, the Plan Administrator 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.

              


      

      


      
        	 	
                7.2.4

              	
                Timing
                  of Plan Administrator Response.
                  The Plan Administrator shall respond in writing to such claimant
                  within 60
                  days after receiving the request for review. If the Plan Administrator
                  determines that special circumstances require additional time for
                  processing the claim, the Plan Administrator 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 Plan Administrator expects
                  to
                  render its decision.

              


      

      


      
        	 	
                7.2.5

              	
                Notice
                  of Decision.
                  The Plan Administrator shall notify the claimant in writing of
                  its
                  decision on review. The Plan Administrator 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 Agreement 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
        8

      Amendments
        and Termination

      
        	
                8.1    
                  

              	
                This
                  Agreement may be amended or terminated only by a written agreement
                  signed
                  by the Bank and the Executive. Provided, however, if the Board
                  determines
                  in good faith that the Executive is no longer a member of a select
                  group
                  of management or highly compensated employees, as that phrase applies
                  to
                  ERISA, for reasons other than death, Disability or retirement,
                  the Bank
                  may terminate this Agreement. Additionally, the Bank may also amend
                  this
                  Agreement to conform to written directives to the Bank from its
                  banking
                  regulators or to comply with regulations and guidance promulgated
                  under
                  Section 409A of the Code. Upon a plan termination, no distributions
                  will
                  be made, except as permitted under the terms of Article 2 of this
                  Agreement.

              


      

      


      Article
        9

      Miscellaneous

      


      
        	
                9.1     
                  

              	
                Binding
                  Effect.
                  This Agreement shall bind the Executive and the
                  Bank.

              


      

      


      
        	
                9.2     
                  

              	
                No
                  Guarantee of Employment.
                  This Agreement is not a contract for employment. It does not give
                  the
                  Executive the right to remain as an employee of the Bank, nor does
                  it
                  interfere with the Bank's right to discharge the Executive. It
                  also does
                  not require the Executive to remain an employee nor interfere with
                  the
                  Executive's right to terminate employment at any
                  time.

              


      

      


      
        	
                9.3    
                  

              	
                Non-Transferability.
                  Benefits under this Agreement cannot be sold, transferred, assigned,
                  pledged, attached or encumbered in any
                  manner.

              


      

      


      
        	
                9.4    
                  

              	
                Tax
                  Withholding.
                  The Bank shall withhold any taxes that are required to be withheld,
                  under
                  Section 409A of the Code and regulations thereunder, from the benefits
                  provided under this Agreement. The Executive acknowledges that
                  the Bank’s
                  sole liability regarding taxes is to forward any amounts withheld
                  to the
                  appropriate taxing authority(ies). 

              


      

      


      
        	
                9.5    
                  

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

              


      

      


      
        	
                9.6    
                  

              	
                Unfunded
                  Arrangement.
                  The Executive is a general unsecured creditor of the Bank for the
                  distribution of benefits under this Agreement. The benefits represent
                  the
                  mere promise by the Bank to distribute such benefits. The rights
                  to
                  benefits are not subject in any manner to anticipation, alienation,
                  sale,
                  transfer, assignment, pledge, encumbrance, attachment, or garnishment
                  by
                  creditors. Any insurance on the Executive's life or other informal
                  funding
                  asset is a general asset of the Bank to which the Executive has
                  no
                  preferred or secured claim.

              


      

      


      
        	
                9.7    
                  

              	
                Reorganization. The
                  Bank shall not merge or consolidate into or with another bank,
                  or
                  reorganize, or sell substantially all of its assets to another
                  bank, firm,
                  or person unless such succeeding or continuing bank, firm, or person
                  agrees to assume and discharge the obligations of the Bank under
                  this
                  Agreement. Upon the occurrence of such event, the term “Bank” as used in
                  this Agreement shall be deemed to refer to the successor or survivor
                  bank.

              


      

      


      
        	
                9.8    
                  

              	
                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.

              


      

      


      
        	
                9.9    
                  

              	
                Interpretation.
                  Wherever the fulfillment of the intent and purpose of this Agreement
                  requires, and the context will permit, the use of the masculine
                  gender
                  includes the feminine and use of the singular includes the
                  plural.

              


      

      


      
        	
                9.10   
                  

              	
                Alternative
                  Action.
                  In the event it shall become impossible for the Bank or the Plan
                  Administrator to perform any act required by this Agreement, the
                  Bank or
                  Plan Administrator may in its discretion perform such alternative
                  act as
                  most nearly carries out the intent and purpose of this Agreement
                  and is in
                  the best interests of the Bank.

              


      

      


      
        	
                9.11   
                  

              	
                Headings.
                  Article and section headings are for convenient reference only
                  and shall
                  not control or affect the meaning or construction of any of its
                  provisions.

              


      

      


      
        	
                9.12   
                  

              	
                Validity.
                  In case any provision of this Agreement shall be illegal or invalid
                  for
                  any reason, said illegality or invalidity shall not affect the
                  remaining
                  parts hereof, but this Agreement shall be construed and enforced
                  as if
                  such illegal and invalid provision has never been inserted
                  herein.

              


      

      


      
        	
                9.13   
                  

              	
                Notice.
                  Any notice or filing required or permitted to be given to the Bank
                  or Plan
                  Administrator under this Agreement shall be sufficient if in writing
                  and
                  hand-delivered, or sent by registered or certified mail, to the
                  address
                  below: 

              


      

       

      
        	
                Temecula
                  Valley Bank

              
	
                27710
                  Jefferson Ave., #A-100

              
	
                Temecula,
                  CA 92590

              


      

       

      Such
        notice shall be deemed given as of the date of delivery or, if delivery is
        made
        by mail, as of the date shown on the postmark on the receipt for registration
        or
        certification.

      


      Any
        notice or filing required or permitted to be given to the Executive under
        this
        Agreement shall be sufficient if in writing and hand-delivered, or sent by
        mail,
        to the last known address of the Executive.

      


      
        	
                9.14    
                  

              	
                Opportunity
                  to Consult with Independent Advisors.
                  The Executive acknowledges that he has been afforded the opportunity
                  to
                  consult with independent advisors of his choosing including, without
                  limitation, accountants or tax advisors and counsel regarding both
                  the
                  benefits granted to him under the terms of this Agreement and the
                  (i)
                  terms and conditions which may affect the Executive's right to
                  these
                  benefits and (ii) personal tax effects of such benefits including,
                  without
                  limitation, the effects of any federal or state taxes, Section
                  280G of the
                  Code, Section 409A of the Code and guidance or regulations thereunder,
                  and
                  any other taxes, costs, expenses or liabilities whatsoever related
                  to such
                  benefits, which in any of the foregoing instances the Executive
                  acknowledges and agrees shall be the sole responsibility of the
                  Executive
                  notwithstanding any other term or provision of this Agreement.
                  The
                  Executive further acknowledges and agrees that the Bank shall have
                  no
                  liability whatsoever related to any such personal tax effects or
                  other
                  personal costs, expenses, or liabilities applicable to the Executive
                  and
                  further specifically waives any right for himself or herself, and
                  his or
                  her heirs, beneficiaries, legal representatives, agents, successor
                  and
                  assign to claim or assert liability on the part of the Bank related
                  to the
                  matters described above in this Section 9.14. The Executive further
                  acknowledges that he has read, understands and consents to all
                  of the
                  terms and conditions of this Agreement, and that he enters into
                  this
                  Agreement with a full understanding of its terms and
                  conditions.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the Executive and a duly authorized representative of the
        Bank
        have signed this Agreement.

      


      


      EXECUTIVE:  BANK:

      


      TEMECULA
        VALLEY BANK

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

              	 	 	
                

              
	
              	 	 	Executive
                Vice President and Chief Financial
                Officer