8-K DISCLOSURE
NOTICE





Institutions
subject to SEC regulation may be required to disclosure certain information
regarding this amendment within four days
following implementation of this or any other executive or director
compensation program. Institutions should consult with SEC counsel as to
applicability of this requirement to this amendment.








IMPORTANT NOTICE ABOUT THE
PRACTICE OF LAW AND ACCOUNTING





Nothing
in this document should be construed as tax, legal, or accounting
advice.  Benmark does not practice law or accounting.  The
attached 409A Amendment contains recommended changes intended to facilitate
discussion between you and your legal and/or tax advisor.  Benmark
strongly recommends that you seek review by outside counsel before signing this
amendment.





409A
Amendment


to
the


Temecula
Valley Bank


Salary
Continuation Agreement for


Donald
A. Pitcher





Temecula
Valley Bank (“Company”) and Donald A. Pitcher (“Executive”) originally entered
into the Temecula Valley Bank Salary Continuation Agreement (“Agreement”) on
September 30, 2004, which was subsequently amended and restated as a Salary
Continuation Agreement on December 29, 2006.  Pursuant to Section 7.1
of the Agreement, the Company and the Executive hereby adopt this 409A
Amendment, effective January 1, 2005.





RECITALS





This
Amendment is intended to bring the Agreement into compliance with the
requirements of Internal Revenue Code Section 409A.  Accordingly, the
intent of the parties hereto is that the Agreement shall be operated and
interpreted consistent with the requirements of Section
409A.  Therefore, the following changes shall be made:





1.
            Section
      1.2, “Change in Control”, shall be deleted in its entirety and replaced
      with the following Section 1.2:





“Change in Control” shall mean
a change in ownership or control of the Company as defined in Treasury
Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury
Regulation.





2.
            Section
      1.11, “Separation from Service”, shall be deleted in its entirety and
      replaced with the following Section
1.11:





“Separation from Service”
shall mean the Executive has experienced a termination of employment with the
Bank.  For purposes of this Agreement, whether a termination of
employment or service has occurred is determined based on whether the facts and
circumstances indicate that the Bank and Executive reasonably anticipated that
no further services would be performed after a certain date or that the level of
bona fide services the Executive would perform after such date (whether as an
Executive or as an independent contractor) would permanently decrease to no more
than twenty percent (20%) of the average level of bona fide services performed
(whether as an Executive or an independent contractor) over the immediately
preceding thirty-six (36) month period (or the full period of services to the
Bank if the Executive has been providing services to the Bank less than 36
months).  Facts and circumstances to be considered in making this
determination include, but are not limited to, whether the Executive continues
to be treated as an Executive for other purposes (such as continuation of salary
and participation in Executive benefit programs), whether similarly situated
service providers have been treated consistently, and whether the Executive is
permitted, and realistically available, to perform services for other service
recipients in the same line of business.  An Executive will be
presumed not to have separated from service where the level of bona fide
services performed continues at a level that is fifty percent (50%) or more of
the average level of service performed by the Executive during the immediately
preceding thirty-six (36) month period.





3.
            Section
      2.1.1, “Amount of Benefit”, shall be amended to delete the words “$80,000
      (Eighty Thousand Dollars)” from the first sentence and to replace them
      with the words “$100,000 (One Hundred Thousand
  Dollars)”.





4.
            Section
      7.2, “Plan Terminations under Section 409A”, shall be deleted in its
      entirety and intentionally left
blank.





5.
            A
      new Section 8.9 shall be added as
follows:





Certain Accelerated
Payments.  The Bank may make any accelerated distribution
permissible under Treasury Regulation 1.409A-3(j)(4) to the Executive of
deferred amounts, provided that such distribution(s) meets the requirements of
Section 1.409A-3(j)(4).





6.
            A
      new Section 8.10 shall be added as
follows:





Subsequent Changes to Time and Form
of Payment.  The Bank may permit a subsequent change to the
time and form of benefit distributions.  Any such change shall be
considered made only when it becomes irrevocable under the terms of the
Agreement.  Any change will be considered irrevocable not later than
thirty (30) days following acceptance of the change by the Plan Administrator,
subject to the following rules:





(1)
            the
      subsequent deferral election may not take effect until at least twelve
      (12) months after the date on which the election is
  made;


(2)
            the
      payment (except in the case of death, disability, or unforeseeable
      emergency) upon which the subsequent deferral election is made is deferred
      for a period of not less than five (5) years from the date such payment
      would otherwise have been paid; and


(3)
            in
      the case of a payment made at a specified time, the election must be made
      not less than twelve (12) months before the date the payment is scheduled
      to be paid.























Therefore,
the foregoing changes are agreed to.











/s/Stephen H.
Wacknitz                                                                           /s/Donald A.
Pitcher


For the
Company                                                                           Donald
A. Pitcher








Date:
December 31,
2007                                                                                     Date:
December 31, 2007