Exhibit 10.2
    

    
      UNITED STATES OF AMERICA
BEFORE THE
BOARD OF GOVERNORS OF THE
      FEDERAL RESERVE SYSTEM
WASHINGTON, D.C.
    

    
    	
           
        	

        	

        
	

        	
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          Written Agreement by and between
        	
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          TEMECULA VALLEY BANCORP INC.
        	
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          Temecula, California
        	
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          and
        	
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          Docket No. 09-011-WA/RB-HC
        
	
          FEDERAL RESERVE BANK OF SAN
        	
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          FRANCISCO
        	
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               WHEREAS, Temecula Valley Bancorp Inc., Temecula, California
      (“TVBC”), a registered bank holding company, owns and controls Temecula
      Valley Bank, Temecula, California (the “Bank”), a start chartered
      nonmember bank, and various nonbank subsidiaries;
    

    
               WHEREAS, it is the common goal of TVBC and the Federal Reserve
      Bank of San Francisco (the “Reserve Bank”) to maintain the financial
      soundness of TVBC so that TVBC may serve as a source of strength to the
      Bank;
    

    
               WHEREAS, TVBC and the Reserve Bank have mutually agreed to
      enter into this Written Agreement (the “Agreement”); and
    

    
               WHEREAS, on ____________________, 2009, the board of directors
      of TVBC, at a duly constituted meeting, adopted a resolution authorizing
      and directing ___________________ to enter into this Agreement on behalf
      of TVBC, and consenting to compliance with each and every provision of
      this Agreement by TVBC and its institution-affiliated parties, as
      defined in sections 3(u) and 8(b)(3) of the Federal Deposit Insurance
      Act, as amended (the “FDI Act”) (12 U.S.C.§§ 1813(u) and 1818(b)(3)).
    

    
      
        

        

      

      
        
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               NOW, THEREFORE, TVBC and the Reserve Bank agree as follows:
    

    
      Dividends
    

    
               1.        (a)       TVBC shall not declare or pay any dividends
      without the prior written approval of the Reserve Bank and the Director
      of the Division of Banking Supervision and Regulation (the “Director”)
      of the Board of Governors of the Federal Reserve System (the “Board of
      Governors”).
    

    
                         (b)       TVBC shall not directly or indirectly take
      dividends or any other form of payment representing a reduction in
      capital from the Bank without the prior written approval of the Reserve
      Bank.
    

    
                         (c)       TVBC and its nonbank subsidiaries shall not
      make any distributions of interest, principal, or other sums on
      subordinated debentures of trust preferred securities without the prior
      written approval of the Reserve Bank and the Director.
    

    
                         (d)       All requests for prior approval shall be
      received by the Reserve Bank at least 30 days prior to the proposed
      dividend declaration date, proposed distribution on subordinated
      debentures, and required notice of deferral on trust preferred
      securities. All requests shall contain, at a minimum, current and
      projected information on TVBC’s capital, earnings, and cash flow; the
      Bank’s capital, asset quality, earnings, and allowance for loan and
      lease losses (“ALLL”); and identification of the sources of funds for
      the proposed payment, or distribution. For requests to declare or pay
      dividends, TVBC must also demonstrate that the requested declaration or
      payment of dividends is consistent with the Board of Governors’ Policy
      Statement on the Payment of Cash Dividends by State Member Banks and
      Bank Holding Companies, dated November 14, 1985 (Federal Reserve
      Regulatory Service, 4-877 at page 4-323).
    

    
      
        

        

      

      
        
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      Debt and Stock Redemption
    

    
               2.        (a)       TVBC and any nonbank subsidiary shall not,
      directly or indirectly, incur, increase, or guarantee any debt without
      the prior written approval of the Reserve Bank. All requests for prior
      written approval shall contain, but not be limited to, a statement
      regarding the purpose of the debt, the terms of the debt, and the
      planned source(s) for debt repayment, and an analysis of the cash flow
      resources available to meet such debt repayment.
    

    
                         (b)       TVBC shall not, directly or indirectly,
      purchase or redeem any shares of its stock without the prior written
      approval of the Reserve Bank.
    

    
      Capital Plan
    

    
               3.        Within 60 days of this Agreement, TVBC shall submit
      to the Reserve Bank an acceptable written plan to maintain sufficient
      capital at TVBC, on a consolidated basis, and the Bank, as a separate
      legal entity on a stand-alone basis. The plan shall, at a minimum,
      address, consider, and include:
    

    
                         (a)       The consolidated organization’s and the
      Bank’s current and future capital requirements, including compliance
      with the Capital Adequacy Guidelines for Bank Holding Companies:
      Risk-Based Measure and Tier 1 Leverage Measure, Appendices A and D of
      Regulation Y of the Board of Governors (12 C.F.R. Part 225, App. A and
      D) and the applicable capital adequacy guidelines for the Bank issued by
      the Bank’s federal regulator;
    

    
                         (b)       the adequacy of the Bank’s capital, taking
      into account the volume of classified credits, concentrations of credit,
      ALLL, current and projected asset growth, and projected retained
      earnings;
    

    
                         (c)       the sources and timing of additional funds
      to fulfill the consolidated organization’s and the Bank’s future capital
      requirements;
    

    
                         (d)       supervisory requests for additional capital
      at the Bank or the requirements of any supervisory action imposed on the
      Bank by its federal or state regulator;
    

    
      
        

        

      

      
        
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                         (e)       the requirements of section 225.4(a) of
      Regulation Y of the Board of Governors (12 C.F.R. § 225.4(a)) that TVBC
      serve as a source of strength to the Bank; and
    

    
                         (f)       procedures for TVBC to: (i) notify the
      Reserve Bank, in writing, no more than 30 days after the end of any
      quarter in which TVBC’s consolidated capital ratios or the Bank’s
      capital ratios (total risk-based, Tier 1 risk-based, or leverage) fall
      below the plan’s minimum ratios; and (ii) submit simultaneously to the
      Reserve Bank an acceptable written plan that details the steps TVBC will
      take to increase its and the Bank’s capital ratios above the plan’s
      minimums.
    

    
      Compliance with Laws and Regulations
    

    
               4.        (a)       In appointing any new director or senior
      executive officer, or changing the responsibilities of any senior
      executive officer so that the officer would assume a different senior
      executive officer position, TVBC shall comply with the notice provisions
      of section 32 of the FDI Act (12 U.S.C. § 1831i) and Subpart H of
      Regulation Y of the Board of Governors (12 C.F.R.  §§ 225.71 et
      seq.).
    

    
                         (b)       TVBC shall comply with the restrictions on
      indemnification and severance payments of section 18(k) of the FDI Act
      (12 U.S.C. § 1828(k)) and Part 359 of the Federal Deposit Insurance
      Corporation’s regulations (12 C.F.R. Part 359).
    

    
      Progress Reports
    

    
               5.        Within 30 days after the end of each calendar quarter
      following the date of this Agreement, the board of directors shall
      submit to the Reserve Bank written progress reports detailing the form
      and manner of all actions taken to secure compliance with the provisions
      of this Agreement and the results thereof, and a parent company only
      balance sheet, income statement, and, as applicable, a report of changes
      in stockholders’ equity.
    

    
      
        

        

      

      
        
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      Approval and Implementation of Plan
    

    
               6.        (a)       TVBC shall submit a written capital plan
      that is acceptable to the Reserve Bank within the applicable time period
      set forth in paragraph 3 of this Agreement.
    

    
                         (b)       Within 10 days of approval by the Reserve
      Bank, TVBC shall adopt the approved capital plan. Upon adoption, TVBC
      shall promptly implement the approved plan, and thereafter fully comply
      with it.
    

    
                         (c)       During the term of this Agreement, the
      approved capital plan shall not be amended or rescinded without the
      prior written approval of the Reserve Bank.
    

    
      Communications
    

    
               7.        All communications regarding this Agreement shall be
      sent to:
    

    
                         (a)       Mr. Dale Vaughan
                             Examining
      Officer
                             Banking Supervision & Regulation
                             Federal
      Reserve Bank of San Francisco
                             950 South
      Grand Avenue
                             Los Angeles, California
      90015
    

    
                         (b)       Mr. Neil Cleveland
                             Chairman
      of the Board
                             Temecula Valley Bancorp Inc.
                             27710
      Jefferson Avenue, Suite 100
                             Temecula,
      California 92590
    

    
      Miscelleneous
    

    
               8.        Notwithstanding
      any provision of this Agreement, the Reserve Bank may, in its sole
      discretion, grant written extensions of time to TVBC to comply with any
      provision of this Agreement.
    

    
               9.        The provisions of this Agreement shall be binding
      upon TVBC and its institution-affiliated parties, in their capacities as
      such, and their successors and assigns.
    

    
               10.       Each provision of this Agreement shall remain
      effective and enforceable until stayed, modified, terminated, or
      suspended in writing by the Reserve Bank.
    

    
      
        

        

      

      
        
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               11.       The provisions of this Agreement shall not bar,
      estop, or otherwise prevent the Board of Governors, the Reserve Bank, or
      any other federal or state agency from taking any other action affecting
      TVBC, the Bank, any nonbank subsidiary of TVBC, or any of their current
      or former institution-affiliated parties and their successors and
      assigns.
    

    
               12.       Pursuant to section 50 of the FDI Act (12 U.S.C. §
      1831aa), this Agreement is enforceable by the Board of Governors under
      section 8 of the FDI Act (12 U.S.C. § 1818).
    

    
               IN WITNESS WHEREOF, the parties have caused this Agreement to
      be executed as of the _____ day of __________________, 2009.
    

    
    	
          TEMECULA VALLEY
        	
           
        	
          FEDERAL RESERVE BANK
        
	
          BANCORP INC.
        	

        	
          OF SAN FRANCISCO
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	
          
            By: __________________________
          

        	

        	
          
            By: __________________________
          

        
	
          Frank Basirico
        	

        	
          Dale Vaughan
        
	
          Chief Executive Officer
        	

        	
          Examining Officer, Community
        
	

        	

        	
          Institutions Group
        
	

        	

        	
          Banking Supervision & Regulation
        


    

    

    

    
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