FOR
IMMEDIATE RELEASE


CONTACT:          Roy
Estridge. EVP/CFO




Valley
Commerce Bancorp




(559)
622-9000







VALLEY
COMMERCE BANCORP REPORTS EARNINGS FOR FIRST QUARTER 2008




VISALIA,
Calif., April 24, 2008/ -- Valley Commerce Bancorp (OTCBB: VCBP), a bank holding
company and the parent company of Valley Business Bank, today announced
unaudited consolidated net income of $418,000, or $.17 per diluted share, for
the quarter ended March 31, 2008, compared to $593,000 or $.24 per diluted share
for the same period of 2007, representing a 29% decrease in diluted earnings per
share.




“We’ve
paid very close attention to economic conditions in our area, and in the first
quarter of 2008 determined that an increase in our provision for probable future
loan losses was prudent action at this time,” stated Don Gilles, President and
Chief Executive Officer of Valley Commerce Bancorp and Valley Business
Bank.  In the first quarter of 2008, the Company added $400,000 to its
loan loss reserves compared to no addition in the first quarter of the prior
year.




Gilles
further commented, “Real estate based lending has been a significant and
valuable contributor to our business over the years.  Despite our
adherence to conservative lending practices in this area, our exposure to
potential losses has unavoidably increased as property values have
fallen.  We have the experience to manage through the credit problems
that may arise in this environment and believe that our solid earnings history,
strong capital position which is well above minimum bank capital requirements,
and risk management policies, will allow us to work through the downturn in the
economy.”




The
annualized return on average assets for the first quarter of 2008 was .60%,
compared to .93% for the same 2007 period.  The annualized return on
average equity for the first quarter of 2008 was 5.76% compared to 9.35% for the
same 2007 period.







Net
interest income during the first quarter of 2008 was $3.0 million compared to
$2.7 million in the first quarter of the prior year, a 10%
increase.  The improvement was attributable to higher loan totals and
reduced cost of funds during the 2008 period.  Net loans of $210.7
million at March 31, 2008 were $22.1 million or 12% higher compared to net loans
at March 31, 2007.  The average cost of interest-bearing liabilities
was 3.25% for the 2008 period compared to 4.18% for the 2007 period, a reduction
of 93 basis points.  This was partially offset by a 70 basis point
reduction in the yield on average loans and other interest-earning assets which
decreased to 7.02% for the 2008 period compared to 7.72% for the 2007
period.




The
Company’s net interest margin for the first quarter of 2008 was 4.76% compared
to 4.73% for the first quarter of 2007, an increase of 3 basis
points.  The Company maintained its net interest margin despite Fed
funds rate decreases totaling 300 basis points during the period September 2007
to March 2008.  This was attributable both to loan growth and to
management’s efforts to mitigate the impact of falling interest
rates.  These efforts included adding assets earning fixed interest
rates to the balance sheet, utilizing variable priced borrowing lines available
from the Federal Home Loan Bank, and aggressively lowering deposit
rates.




Average
total assets for the first quarter of 2008 were $280 million compared to $257
million for the same period in 2007, an increase of $23 million or
9%.  Average net loans for the first quarter of 2008 were $193 million
compared to $182 million for the same period in 2007, an increase of $11 million
or 6%.




Average
deposits for the first quarter of 2008 were $220 million compared to $205
million for the same period in 2007, an increase of $15 million or
7%.  Average demand deposit accounts for the 2008 period were $63
million, a $4 million or 7% increase from the 2007 period.




Total
deposits were $229 million at March 31, 2008, a $14 million or 19% increase from
the December 31, 2007 total of $215 million, and a $19 million or 9% increase
from total deposits of $210 million at March







31,
2007.  The Company has utilized brokered time deposits and FHLB
borrowings to fund loan growth and maintain liquidity.  The amount of
brokered time deposits included in total deposits at March 31, 2008, December
31, 2007 and March 31, 2007 were $9.9 million, $2.9 million, and $9.9 million,
respectively.  All other deposits were acquired locally.




The
allowance for loan losses totaled $2.15 million or 1.01% of total loans at March
31, 2008 compared to $1.76 million or .92% of total loans at March 31, 2007. A
$400,000 loan loss provision was recorded during the first quarter of
2008.  Comparatively, no loan loss provision was recorded during the
first quarter of 2007.  Management determined the allowance for loan
losses and the first quarter loss provision after consideration of current
economic conditions, including a significant decline in real estate values in
the Bank’s primary markets.  The Company recorded a $12,000 net
charge-off during the first quarter of 2008 and a $6,000 net recovery during the
same 2007 period.




The
Company had $402,000 in non-performing assets at March 31, 2008 which
represented 0.19% of total loans.  Non-performing assets were
comprised of one nonaccrual loan for which management has established a loss
reserve of $63,000.  There were no non-performing assets at March 31,
2007.




Non-interest
income during both the first quarter of 2008 and 2007 totaled
$291,000.  The Company’s non-interest income increased in the
categories of service charges on deposits and earnings on bank-owned life
insurance.  These were offset by decreases in fees from mortgage loan
underwriting and other service charges.




Non-interest
expense was $2.3 million in the first quarter of 2008 compared to $2.1 million
in the first quarter of 2007, an increase of $.2 million or
8%.    The increase in non-interest expense was due to
increased costs associated with the Company’s growth initiatives and regulatory
compliance including the Company’s Sarbanes-Oxley requirements.







Valley
Commerce Bancorp had 2,343,748 shares of common stock outstanding at March 31,
2008.  The book value per share was $12.33 at March 31, 2008, compared
to $11.78 at March 31, 2007.









OTHER
INFORMATION:  Valley Commerce Bancorp stock trades on NASDAQ’s Over
The Counter Bulletin Board under the symbol VCBP.  Valley Business
Bank, the wholly owned subsidiary of Valley Commerce Bancorp, is a commercial
bank that commenced operations in 1996 under the name Bank of Visalia. Valley
Business Bank operates through Business Banking Centers in Visalia and Fresno
and has branch offices in Woodlake and Tipton.  The Bank also operates
a loan production office in Tulare.  Additional information about
Valley Business Bank is available from the Bank’s website at http://www.valleybusinessbank.net.




FORWARD-LOOKING
STATEMENTS:  In addition to historical information, this release
includes forward-looking statements, which reflect management's current
expectations for Valley Commerce Bancorp’s future financial results, business
prospects and business developments.  Management's expectations for
Valley Commerce Bancorp's future necessarily involve assumptions, estimates and
the evaluation of risks and uncertainties. Various factors could cause actual
events or results to differ materially from those expectations.  The
forward-looking statements contained herein represent management's expectations
as of the date of this release. Valley Commerce Bancorp undertakes no obligation
to release publicly the results of any revisions to the forward-looking
statements included herein to reflect events or circumstances after today, or to
reflect the occurrence of unanticipated events.  For those statements,
the Company claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995.












Condensed
      Consolidated
                Balance
      Sheet
                (in
      Thousands) (Unaudited)
              
              As
      of March 31,
              
              
              As
      of December 31,2008
              
              
              2007
              
              
              2007
              
              
              2006AssetsCash
      and Due from Banks
              
              $
              10,320
              
              
              $
              7,880
              
              
              $
              9,297
              
              
              $
              13,266Federal
      Funds Sold
              
              
              5,000
              
              
              
              -
              
              
              
              -
              
              
              
              -Available-for-Sale
      Investment Securities
              
              
              49,963
              
              
              
              53,247
              
              
              
              56,615
              
              
              
              55,298Loans
      (net)
              
              
              210,673
              
              
              
              188,532
              
              
              
              199,514
              
              
              
              182,331Bank
      Premises and Equipment (net)
              
              
              3,176
              
              
              
              1,947
              
              
              
              3,037
              
              
              
              1,832Cash
      Surrender Value of Bank Owned Life Insurance
              
              
              6,247
              
              
              
              5,996
              
              
              
              6,185
              
              
              
              5,935Other
      Assets
              
              
              4,448
              
              
              
              5,080
              
              
              
              4,433
              
              
              
              5,003TOTAL
      ASSETS
              
              $
              289,827
              
              
              $
              262,682
              
              
              $
              279,081
              
              
              $
              263,665Liabilities
      & EquityNon-Interest
      Bearing Deposits
              
              $
              64,348
              
              
              $
              60,106
              
              
              $
              66,993
              
              
              $
              63,020Interest
      Bearing Deposits
              
              
              94,377
              
              
              
              76,290
              
              
              
              86,277
              
              
              
              75,293Time
      Deposits
              
              
              70,441
              
              
              
              73,334
              
              
              
              62,116
              
              
              
              69,263Total
      Deposits
              
              
              229,166
              
              
              
              209,730
              
              
              
              215,386
              
              
              
              207,576Short-Term
      Debt
              
              
              19,163
              
              
              
              13,721
              
              
              
              21,804
              
              
              
              17,600Long-Term
      Debt
              
              
              7,194
              
              
              
              8,298
              
              
              
              8,146
              
              
              
              8,548Junior
      Subordinated Deferrable Interest Debentures
              
              
              3,093
              
              
              
              3,093
              
              
              
              3,093
              
              
              
              3,093Other
      Liabilities
              
              
              2,313
              
              
              
              1,723
              
              
              
              1,779
              
              
              
              1,400Total
      Liabilities
              
              
              260,929
              
              
              
              236,565
              
              
              
              250,208
              
              
              
              238,217Shareholders’
      Equity
              
              
              28,898
              
              
              
              26,117
              
              
              
              28,873
              
              
              
              25,448TOTAL
      LIABILITIES & EQUITY
              
              $
              289,827
              
              
              $
              262,682
              
              
              $
              279,081
              
              
              $
              263,665





Condensed
      Consolidated
                Statement
      of Income
                (in
      Thousands except share data) (Unaudited)
              
              Three
      Months EndedMarch
      31, 2008
              
              
              Three
      Months EndedMarch
      31, 2007Interest
      Income
              
              
              
              
              
              $
              4,449
              
              
              
              
              
              
              $
              4,457Interest
      Expense
              
              
              
              
              
              
              1,490
              
              
              
              
              
              
              
              1,764NET
      INTEREST INCOME
              
              
              
              
              
              
              2,959
              
              
              
              
              
              
              
              2,693Provision
      for Loan Losses
              
              
              
              
              
              
              400
              
              
              
              
              
              
              
              -NET
      INTEREST INCOME AFTER
                PROVISION
      FOR LOAN LOSSES
              
              
              
              
              
              
              2,559
              
              
              
              
              
              
              
              2,693Non-interest
      Income
              
              
              
              
              
              
              291
              
              
              
              
              
              
              
              291Non-interest
      Expenses
              
              
              
              
              
              
              2,275
              
              
              
              
              
              
              
              2,112INCOME
      BEFORE INCOME TAXES
              
              
              
              
              
              
              575
              
              
              
              
              
              
              
              872Income
      Taxes
              
              
              
              
              
              
              157
              
              
              
              
              
              
              
              279NET
      INCOME
              
              
              
              
              
              $
              418
              
              
              
              
              
              
              $
              593EARNINGS
      PER SHARE - BASIC*
              
              
              
              
              
              $
              0.18
              
              
              
              
              
              
              $
              0.25EARNINGS
      PER SHARE – DILUTED*
              
              
              
              
              
              $
              0.17
              
              
              
              
              
              
              $
              0.24SHARES
      OUTSTANDING – END OF PERIOD*
              
              
              
              
              
              
              2,344
              
              
              
              
              
              
              
              2,327*All
      share and earnings per share data have been restated for a 5% stock
      dividend issued in June 2007.