Exhibit 10.47


    EXHIBIT
      10.47

    FIRST
      AMENDMENT

    TO
      THE

    TEMECULA
      VALLEY BANK

    SPLIT
      DOLLAR AGREEMENT 

    DATED
      June 1, 2005

    FOR
      

    William
      H. McGaughey

    


        THIS
      AMENDMENT is adopted this 29th
      day of
      December 2006, by and between Temecula Valley Bank, a state-chartered commercial
      bank located in Temecula, California (the “Company”) and William H. McGaughey
      (the “Executive”).

     

    On
      June
      1, 2005, the Company and the Executive entered into the Temecula Valley Bank
      Split Dollar Agreement (“Agreement”). The undersigned parties hereby amend the
      Agreement for the purpose of: (1) clarifying that Section 2.3 Comparable
      Coverage applies only in the event of a Change in Control of the Company; and
      (2) adding a definition of Change in Control. 

    


    Therefore,
      the following changes shall be made: 

    


    A
      new
      Article 1.5 shall be added to the Agreement, and shall read as follows:


    


    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
      2.3 of the Agreement shall be deleted in its entirety and replaced by 2.3
      below.

     

    
      	
              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.

            


    

     

    IN
      WITNESS OF THE ABOVE,
      the
      Executive and the Company hereby consent to this First Amendment.

    


    Executive:                                                                           
      Temecula
      Valley Bank

    
      	 	 	 	 
	By:
              /s/ William H. McGaughey 	 	 	By:
              /s/ Donald A. Pitcher
	
              

            	 	 	
              

            
	
            	 	 	
              Executive
                Vice President and Chief
                Financial
                Officer