EXHIBIT 10.28

                              TEMECULA VALLEY BANK
                             SPLIT DOLLAR AGREEMENT

       THIS AGREEMENT is adopted this 30th day of September, 2004, by and
between TEMECULA VALLEY BANK, a nationally-chartered commercial bank, located in
Temecula, California (the "Company"), and THOMAS M. SHEPHERD (the "Executive").
This Agreement shall append the Split Dollar Endorsement entered into on even
date herewith or as subsequently amended, by and between the aforementioned
parties.

                                  INTRODUCTION

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

                                    AGREEMENT

       The Company and the Executive agree as follows:

                                    Article 1
                               General Definitions

The following terms shall have the meanings specified:

     1.1 "Insured" means the Executive.

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

     1.3 "Policy" means the specific life insurance policy or policies issued by
the Insurer.

     1.4  "Salary   Continuation   Agreement"  means  that  Salary  Continuation
Agreement  between  the Company and the  Executive  on even date  herewith or as
subsequently amended.

                                    Article 2
                           Policy Ownership/Interests

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

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

              2.2.1 Death During Active Service. If the Executive dies while in
       the active service of the Company, the Executive's beneficiary shall
       receive $595,480 (Five Hundred Ninety-Five Thousand Four Hundred Eighty
       Dollars).

              2.2.2 Death During Payment of a Benefit under the Salary
       Continuation Agreement. If the Executive dies after any benefit payments
       have commenced under Article 2 of the Salary Continuation Agreement but
       before receiving all such payments, the Company shall cease paying the
       remaining benefit, if any, and the Executive's beneficiary shall receive
       the split dollar death benefit described in Section 2.2.1 of this
       Agreement, less payments already made to the Executive under the Salary
       Continuation Agreement.

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

         2.3 Comparable Coverage. Upon execution of this Agreement, the Company
shall maintain the Policy in full force and effect and in no event shall the
Company amend, terminate or otherwise abrogate the Executive's interest in the
Policy, unless the Company replaces the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement and the Company and
the Executive execute a new Split Dollar Policy Endorsement for said comparable
insurance policy. The Policy or any comparable policy shall be subject to the
claims of the Company's creditors.

                                    Article 3
                                    Premiums

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

     3.2 Economic  Benefit.  The Company shall  determine  the economic  benefit
attributable  to the Executive  based on the amount of the current term rate for
the  Executive's  age multiplied by the aggregate  death benefit  payable to the
Executive's beneficiary.  The "current term rate" is the minimum amount required
to be imputed  under  Revenue  Rulings  64-328  and  66-110,  or any  subsequent
applicable authority.

     3.3 Imputed  Income.  The Company shall impute the economic  benefit to the
Executive on an annual basis.



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                                    Article 4
                                   Assignment

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

                                    Article 5
                                     Insurer

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

                                    Article 6
                           Claims and Review Procedure

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

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

              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 this Agreement on
                    which the denial is based,

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               (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 this 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) (29 United  States Code section
                    1132(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.

              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 this 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

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<PAGE>

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

                                    Article 7
                           Amendments and Termination

       7.1 This Agreement may be amended or terminated only by a written
agreement signed by the Company and the Executive. In the event that the Company
decides to maintain the Policy after the termination of the Agreement, the
Company shall be the direct beneficiary of the entire death proceeds of the
Policy.

       7.2 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)  Willful  breach  of  duty in the  course  of  employment  or
                    habitual neglect of employment responsibilities and duties;

               (b)  Conviction of any felony or crime involving moral turpitude,
                    fraud or dishonesty;

               (c)  Willful  violation  of  any  state  or  federal  banking  or
                    securities  law,  the rules or  regulations  of any  banking
                    agency,  or any material Company rule,  policy or resolution
                    resulting in an adverse effect on the Company; or

               (d)  Disclosure  to any  third  party by the  Executive,  without
                    authority  or  permission,  of any  secret  or  confidential
                    information of the Company.

       7.3 Suicide or Misstatement. The Company shall not pay any benefit under
this Agreement if the Executive commits suicide within three years after the
date of this Agreement. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on an
employment application or resume provided to the Company, or on any application
for any benefits provided by the Company to the Executive.

                                    Article 8
                                  Miscellaneous

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

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

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

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

     8.6 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.

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

               (a)  Interpreting the provisions of this Agreement;

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

               (c)  Maintaining a record of benefit payments; and

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

       8.8 Named Fiduciary. The Company shall be the named fiduciary and
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 the Company consent to this
Agreement on the date above written.

EXECUTIVE:                          COMPANY:
                                    TEMECULA VALLEY BANK

__________________________________  By______________________________________
Thomas M. Shepherd
                                    Title ____________________________________

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                             BENEFICIARY DESIGNATION

                           TEMECULA VALLEY BANK, N.A.
                             SPLIT DOLLAR AGREEMENT

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

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

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

--------------------------------------------------------------------------------
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.

--------------------------------------------------------------------------------
Spouse Name:  _______________________________

--------------------------------------------------------------------------------
Signature:                 _______________________________    Date:    _______


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

By:    _________________________________

Title:    _____________________________


<PAGE>
                               POLICY ENDORSEMENT

Contract Owner:       TEMECULA VALLEY BANK

The undersigned Owner requests that the policy(ies) shown in the attached
Schedule Page issued by Midland National Life Insurance Company (the "Insurer")
provide for the following beneficiary designation:

       1. Upon the death of the Insured, proceeds shall be paid in one sum to
the Owner, its successors or assigns, as Beneficiary, to the extent claimed by
said Owner.

       2. Any proceeds at the death of the Insured in excess of the amount paid
under the provisions of paragraph 1 of this Policy Endorsement shall be paid in
one sum in accordance with the written direction of the Owner. Such direction
will be provided to the Insurer at the time of claim. The Insurer will be
protected in relying solely on the Owner to provide the name(s) of the
party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to
provide the name(s) of the party(ies) at the time of claim, then any proceeds
payable under this paragraph shall be paid in one sum to the Beneficiary.

       3. It is hereby provided that (i) any payment made to the Beneficiary or
other party under paragraph 2 of this Policy Endorsement shall be a full
discharge of the Insurer to the extent thereof; (ii) such discharge shall be
binding on all parties claiming any interest under the Policy; and (iii) the
Insurer shall have no responsibility with respect to the amounts so claimed.

       4. It is agreed by the undersigned that this designation shall be subject
in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and
warrants that he or she has the authority to bind the entity on whose behalf
this document is being executed.

Signed at ________________________, California, this _____ day of ______, 20___.

OWNER:
TEMECULA VALLEY BANK

By:        ____________________________     By:      ___________________________
           Bank Officer #1                           Bank Officer #2

Title:     ____________________________     Title:   ___________________________

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                                  Schedule Page
                    Policy(ies) Subject to Policy Endorsement


------------------------------------------------------------ -------------------
Policy Number                                                Insured
------------------------------------------------------------ -------------------
682759                                                       Thomas M. Shepherd

------------------------------------------------------------ -------------------










OWNER:
TEMECULA VALLEY BANK

By:        ____________________________    By:      ____________________________
           Bank Officer #1                          Bank Officer #2

Title:     ____________________________    Title:   ____________________________


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<PAGE>
                               POLICY ENDORSEMENT

Contract Owner:       TEMECULA VALLEY BANK

The undersigned Owner requests that the policy(ies) shown in the attached
Schedule Page issued by West Coast Life Insurance Company (the "Insurer")
provide for the following beneficiary designation:

       1. Upon the death of the Insured, proceeds shall be paid in one sum to
the Owner, its successors or assigns, as Beneficiary, to the extent claimed by
said Owner.

       2. Any proceeds at the death of the Insured in excess of the amount paid
under the provisions of paragraph 1 of this Policy Endorsement shall be paid in
one sum in accordance with the written direction of the Owner. Such direction
will be provided to the Insurer at the time of claim. The Insurer will be
protected in relying solely on the Owner to provide the name(s) of the
party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to
provide the name(s) of the party(ies) at the time of claim, then any proceeds
payable under this paragraph shall be paid in one sum to the Beneficiary.

       3. It is hereby provided that (i) any payment made to the Beneficiary or
other party under paragraph 2 of this Policy Endorsement shall be a full
discharge of the Insurer to the extent thereof; (ii) such discharge shall be
binding on all parties claiming any interest under the Policy; and (iii) the
Insurer shall have no responsibility with respect to the amounts so claimed.

       4. It is agreed by the undersigned that this designation shall be subject
in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and
warrants that he or she has the authority to bind the entity on whose behalf
this document is being executed.

Signed at ________________________, California, this _____ day of ______, 20___.

OWNER:
TEMECULA VALLEY BANK

By:        ____________________________   By:      ____________________________
           Bank Officer #1                         Bank Officer #2

Title:     ____________________________   Title:   ____________________________

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                                  Schedule Page
                    Policy(ies) Subject to Policy Endorsement


------------------------------------------------------------ ------------------
Policy Number                                                Insured
------------------------------------------------------------ -------------------
ZUA373012                                                    Thomas M. Shepherd

------------------------------------------------------------ -------------------
ZUA396158                                                    Thomas M. Shepherd

------------------------------------------------------------ -------------------











OWNER:
TEMECULA VALLEY BANK

By:        ____________________________    By:      ____________________________
           Bank Officer #1                          Bank Officer #2

Title:     ____________________________    Title:   ____________________________




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