EXHIBIT 10.27

                              AMENDED AND RESTATED
                           TEMECULA VALLEY BANK, N.A.
                          SALARY CONTINUATION AGREEMENT


     THIS AGREEMENT is adopted this 30th day of September, 2004, by and between
the TEMECULA VALLEY BANK, N.A., a national banking association located in
Temecula, California (the "Company") and THOMAS M. SHEPHERD (the "Executive"),
amending, restating and replacing the Temecula Valley Bank, N.A., Salary
Continuation Agreement dated January 1, 2000, between the Company and the
Executive.


                                  INTRODUCTION

WITNESSETH:

     WHEREAS,  the  Executive  is in the employ of the  Company,  serving as its
Senior Vice President and Chief Credit Officer; and

     WHEREAS, the experience, knowledge of the affairs of the Company, and
reputation and contacts in the industry of the Executive are so valuable that
assurance of the Executive's continued service is essential for the future
growth and profits of the Company, and it is in the best interest of the Company
to arrange terms of continued employment for the Executive so as to reasonably
assure the Executive's remaining in the Company's employment during the
Executive's lifetime or until the age of retirement; and

     WHEREAS, it is the desire of the Company that the Executive's services be
retained as herein provided; and

     WHEREAS, the Executive is willing to continue in the employ of the Company
provided the Company agrees to pay to the Executive or the Executive's
beneficiaries certain benefits in accordance with the terms and conditions
hereinafter set forth.

     NOW, THEREFORE, in consideration of the services to be performed in the
future, as well as the mutual promises and covenants herein contained, it is
agreed as follows:

                                    Article 1
                                   Definitions

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

     1.1 "Change of Control" means that the Executive has been terminated within
12 months of: (1) a tender offer made and  consummated  for the ownership of 25%
or more of the outstanding  voting  securities of the Company;  (ii) a merger or
consolidation of the Company with another bank or corporation and as a result of
such merger or consolidation  less than 75% of the outstanding voting securities
of the surviving or resulting bank or  shareholders  of the Company,  other than
affiliates  (within the meaning of the  Securities  Exchange Act of 1934) of any
party  to  such  merger  or  consolidation,  as  the  same  shall  have  existed
immediately prior to such merger or consolidation, (iii) a sale of substantially
all of the Company's assets to another bank or corporation which is not a wholly
owned subsidiary;  or (iv) an acquisition of the Company by a person, within the
meaning of Section  3(a)(9)  or of  Section  13(d)(3)  (as in effect on the date
hereof)  of  the  Securities  Exchange  Act of  1934,  of  25%  or  more  of the
outstanding  voting  securities of the Company  (whether  directly,  indirectly,
beneficially or of record). For purposes hereof,  ownership of voting securities
shall take into account and shall  include  ownership as  determined by applying
the provisions of Rule 13d-3(d)(1)(I) (as in effect on the date hereof) pursuant
to the Securities Exchange Act of 1934.
<PAGE>

       1.2    "Code" means the Internal Revenue Code of 1986, as amended.

       1.3 "Disability" means the Executive suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.

       1.4 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for Cause
or following a Change of Control.

       1.5 "Early Termination Date" means the month, day and year in which Early
Termination occurs.

       1.6    "Effective Date" means January 1, 2004.

       1.7    "Normal Retirement Age" means the Executive's 65th birthday.

       1.8 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.

       1.9 "Plan Year" means a 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 Agreement.

       1.10   "Termination for Cause" See Section 5.1.

       1.11 "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason whatsoever other than by reason of a
leave of absence, which is approved by the Company. For purposes of this
Agreement, if there is a dispute over the employment status of the Executive or
the date of the Executive's Termination of Employment, the Company shall have
the sole and absolute right to determine the termination date.


                                       1
<PAGE>


                                    Article 2
                                Lifetime Benefits

       2.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal Retirement Age for reasons other than death, the Company shall pay to
the Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Agreement.

     2.1.1  Amount of  Benefit.  The annual  benefit  under this  Section 2.1 is
$60,000  (Sixty  Thousand  Dollars).  The Board of Directors may in its sole and
absolute discretion  unilaterally  increase the annual benefit amount at the end
of each Plan  Year from the date of this  Agreement  to the  Executive's  Normal
Retirement  Date. If the Board of Directors  increase this annual benefit,  then
the  Schedule A attached  hereto  shall also be  recalculated  to  increase  the
benefits under Article 2 of this Agreement.

     2.1.2 Payment of Benefit.  The Company shall pay the annual  benefit to the
Executive  in 12 equal  monthly  installments  payable  on the first day of each
month  commencing  with the month following the  Executive's  Normal  Retirement
Date. The Company shall pay this annual benefit to the Executive for 15 years.

     2.1.3 Benefit  Increases.  Commencing on the first anniversary of the first
benefit payment,  and continuing on each subsequent  anniversary,  the Company's
Board of Directors, in its sole discretion, may increase the benefit.

     2.2 Early Termination  Benefit.  Upon Early Termination,  the Company shall
pay to the  Executive  the benefit  described in this Section 2.2 in lieu of any
other benefit under this Agreement.

     2.2.1  Amount of Benefit.  The benefit  under this Section 2.2 is the Early
Termination  amount set forth in Schedule A for the Plan Year ending immediately
prior to the Early Termination Date,  determined by vesting the Executive in the
Accrual Balance.  However, the Executive shall not be entitled to any benefit if
he  voluntarily  terminates  his  employment  prior to the end of the fifth Plan
Year.  Any increase in the annual  benefit  under  Section 2.1 shall require the
recalculation of this benefit as set forth in Schedule A.

     2.2.2 Payment of Benefit.  The Company shall pay the annual  benefit amount
to the  Executive in 12 equal monthly  installments  payable on the first day of
each month  commencing with the month following the Normal  Retirement Date. The
Company shall pay this annual benefit to the Executive for 15 years.

     2.3  Disability  Benefit.  If the Executive  terminates  employment  due to
Disability  prior  to  Normal  Retirement  Age,  the  Company  shall  pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.

     2.3.1  Amount  of  Benefit.  The  benefit  under  this  Section  2.3 is the
Disability  amount set forth in Schedule A for the Plan Year ending  immediately
prior to the date in which the Termination of Employment  occurs,  determined by
vesting the Executive in the Accrual Balance. Any increase in the annual benefit
under Section 2.1 shall require the  recalculation of this benefit amount as set
forth in Schedule A.

                                       2
<PAGE>

     2.3.2 Payment of Benefit.  The Company shall pay the annual  benefit amount
to the  Executive in 12 equal monthly  installments  payable on the first day of
each month  commencing with the month following  Termination of Employment.  The
Company shall pay this annual benefit to the Executive for 15 years.

       2.4 Change of Control Benefit. Upon a Change of Control, the Company
shall pay to the Executive the benefit described in this Section 2.4 in lieu of
any other benefit under this Agreement.

     2.4.1 Amount of Benefit.  The benefit  under this Section 2.4 is the Change
of Control Lump Sum set forth in Schedule A for the Plan Year ending immediately
prior to the date in which  Termination  of  Employment  occurs,  determined  by
vesting the Executive in the Accrual Balance. Any increase in the annual benefit
under Section 2.1 shall require the  recalculation  of this benefit as set forth
in Schedule A.

     2.4.2  Payment  of  Benefit.  The  company  shall  pay the  benefit  to the
Executive in a lump sum within 60 days following Termination of Employment.

                                    Article 3
                                 Death Benefits

      The Company shall not pay a death benefit under this Agreement. A death
benefit may be provided according to the terms of a separate Split Dollar
Agreement entered into by the Company and the Executive.

                                    Article 4
                                  Beneficiaries

       4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and received by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

       4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incapacity,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.


                                       3
<PAGE>


                                    Article 5
                               General Limitations

       5.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Executive's employment for:

(a)    any act of embezzlement, fraud, breach of fiduciary duty or dishonesty;

(b)    deliberate or repeated disregard of the policies and rules of Company as
       adopted by Company's Board of Directors;

(c)    unauthorized use or disclosure of any of the trade secrets or
       confidential information of Company;

(d)    competition with Company, inducement of any customer of the Company to
       breach a contract with the Company, or inducement of any principal for
       whom the Company acts as agent to terminate such agency relationship;

(e)    gross negligence adversely impacting the Company; or

(f)    willful breach of this Agreement or any other willful misconduct.

       5.2 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 shareholder in a corporation,
or becomes associated with, in the capacity of employee, director, 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 Company
within 2 years of Termination of Employment, which enterprise is, or may 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. This section shall
not apply following a Change of Control.

       5.3 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 Executive has made any material misstatement of fact on any application
for life insurance purchased by the Company.

                                    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 ("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 Company a written claim for the benefits.

                                       4
<PAGE>

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

              6.1.3 Notice of Decision. If the Company denies part or all of the
       claim, the Company shall notify the claimant in writing of such denial.
       The Company 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 Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:

              6.2.1 Initiation - Written Request. To initiate the review, the
       claimant, within 60 days after receiving the Company's notice of denial,
       must file with the Company 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 Company 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
       Company 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 Company Response. The Company shall respond in
       writing to such claimant within 60 days after receiving the request for
       review. If the Company determines that special circumstances require
       additional time for processing the claim, the Company 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 Company expects to render
       its decision.

                                       5
<PAGE>

              6.2.5 Notice of Decision. The Company shall notify the claimant in
       writing of its decision on review. The Company 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 Company and the Executive.

                                    Article 8
                                  Miscellaneous

     8.1  Binding  Effect.  This  Agreement  shall  bind the  Executive  and the
Company,   and   their   beneficiaries,    survivors,   executors,   successors,
administrators and transferees.

     8.2 No Guarantee of Employment.  This Agreement is not an employment policy
or contract.  It does not give the  Executive the right to remain an employee of
the Company,  nor does it interfere  with the  Company'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.

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

     8.4 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.

     8.5  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.

     8.6  Unfunded  Arrangement.  The  Executive  and  beneficiary  are  general
unsecured  creditors  of the  Company  for the  payment of  benefits  under this
Agreement.  The benefits  represent  the mere promise by the Company to pay 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 is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

                                       6
<PAGE>

     8.7 Recovery of Estate Taxes. If the  Executive's  gross estate for federal
estate tax  purposes  includes  any amount  determined  by  reference  to and on
account of this Agreement,  and if the beneficiary is other than the Executive's
estate,  then the  Executive's  estate  shall be  entitled  to recover  from the
beneficiary  receiving such benefit under the terms of the Agreement,  an amount
by which the total estate tax due by the Executive's  estate,  exceeds the total
estate tax which  would have been  payable if the value of such  benefit had not
been included in the Executive's  gross estate. If there is more than one person
receiving such benefit, the right of recovery shall be against each such person.
In the event the  beneficiary  has a liability  hereunder,  the  beneficiary may
petition  the  Company  for a lump sum  payment  in an amount  not to exceed the
beneficiary's liability hereunder.

     8.8 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the Company 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.

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

               (a)  Interpreting the provisions of the Agreement;

               (b)  Establishing  and revising the method of accounting  for the
                    Agreement;

               (c)  Maintaining a record of benefit payments; and

               (d)  Establishing  rules and  prescribing  any forms necessary or
                    desirable to administer the Agreement.

       8.10 Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company 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 Executive and a duly authorized Company officer
consent to this Agreement.

EXECUTIVE:                           COMPANY:

                                     TEMECULA VALLEY BANK, N.A.

__________________________________   By  ___________________________________
Thomas M. Shepherd
                                     Title  _________________________________


                                       7
<PAGE>

                             BENEFICIARY DESIGNATION

                           TEMECULA VALLEY BANK, N.A.
               AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

I, Thomas M.  Shepherd,  designate the following as beneficiary of benefits
under the Agreement payable following my death:

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Primary:
-----------------------------------------------------------        -----%

-----------------------------------------------------------        -----%

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Contingent:
-----------------------------------------------------------        -----%

-----------------------------------------------------------        -----%

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Notes:

o    Please PRINT CLEARLY or TYPE the names of the beneficiaries.

o    To name a trust as  beneficiary,  please provide the name of the trustee(s)
     and the exact name and date of the trust agreement.

o    To name your estate as beneficiary, please write "Estate of _[your name]_".

o    Be aware that none of the contingent  beneficiaries  will receive  anything
     unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a
new written designation to the Company, which shall be effective only upon
receipt and acknowledgment by the Company prior to my death. I further
understand that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and our
marriage is subsequently dissolved.

Name:             _______________________________

Signature:        _______________________________    Date:    _______

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SPOUSAL CONSENT (Required if Spouse not named beneficiary):
--------------------------------------------------------------------------------

I consent to the beneficiary designation above, and acknowledge that if I am
named beneficiary and our marriage is subsequently dissolved, the designation
will be automatically revoked.

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Spouse Name:      _______________________________

Signature:                 _______________________________    Date:    _______


Received by the Company this ________ day of ______________, 2___

By:  _________________________________

Title:    _____________________________