EXHIBIT
NO. 10.52


FIRST
AMENDMENT TO THE


WILLIAM
H. McGAUGHEY


EMPLOYMENT
AGREEMENT








This First Amendment (“First Amendment”) to that
certain Employment Agreement dated November 29, 2004, with an effective date of
January 4, 2005 (the “Original
Agreement”), is entered into as of March 10, 2008, and shall be deemed
effective as of July 1, 2007, by and between William H. McGaughey, an individual
(“Executive”), and
Temecula Valley Bank (“Bank”).





R E C I T A L





Pursuant to the recommendation of the
Executive Officer Compensation Committee, with such recommendations adopted by
the Bank's Board of Directors on July 25, 2007, Bank and Executive wish to amend
the Original Agreement as provided in this First Amendment.





A G R E E M E N T





NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements contained herein, the parties
hereby agree and consent to the amendment of the Original Agreement, effective
on the date hereof, as follows:





1.           Each
reference in the Original Agreement to “Executive Vice President” shall instead
be a reference to “Senior Executive Vice President.”





2.           The
recital of the Original Agreement is hereby deleted and replaced with the
following recital:




“Bank
desires that Executive be employed as Senior Executive Vice
President/Treasurer/Director of Capital Markets and Executive desires to be so
employed    subject to the terms and conditions herein
stated.”







3.           Section
2.1 of the Original Agreement is hereby deleted and replaced with the
following:





“2.1           Duties.  Executive
shall perform the duties of Treasurer/Director of Capital Markets, as assigned
by Bank's Chief Executive Officer, subject to the powers by law vested in the
Board of Directors of Bank and Bank's shareholders. During the Term, Executive
shall perform the services herein contemplated to be performed by Executive with
due care faithfully, diligently, to the best of Executive's ability and in
compliance with all applicable laws and Bank's Articles of Incorporation and
Bylaws.”





4.           Section
3.2(a) of the Original Agreement is hereby deleted and replaced with the
following:





“3.2           Bonus.




For each
year within the Term, Executive shall be entitled to an annual Incentive Bonus,
determined in accordance with this Section, if the Threshold Test is met. The
Threshold Test shall be deemed to have been met if: (i) Bank's regular outside
independent loan reviewer gives a favorable review of the overall SBA loan
quality of the Bank; and (ii) the latest report of supervisory activity relative
to Bank issued by the Bank's principal bank regulator rates Bank operations no
less than satisfactory. The annual Incentive Bonus shall be the greater of:
$100,000, or .75% of the pre-tax profit of Bank. “Pre-Tax Profit” shall mean the
consolidated net income of Temecula Valley Bancorp Inc. (“Company”) after the payment of
all bonus amounts paid by Bank and before the payment of taxes. The Incentive
Bonus shall be paid on or before March 15 of the calendar year following the
calendar year in which it was earned.”


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5.           Section
3.5 is hereby deleted and replaced with the following:





“3.5           Group Medical and Other
Benefits.  Bank shall provide for Executive's participation in
the medical and other benefit plans offered to other similarly titled employees
of Bank. Executive will also be eligible to participate in an Executive deferred
compensation plan and a salary continuation program, on terms agreeable to Bank
and Executive.”





6.           Section
4.4 is hereby deleted and replaced with the following:





“4.4           Vesting of Options Upon
Change Of Control.  Executive’s option agreements covering
Company stock options to be issued to him, from time to time, shall provide that
in the event of a Change of Control (as defined below), all options shall vest
immediately prior to any Change of Control. “Change of Control” means a
change in the ownership of Bank or Company (Section 1.409A-3(i)(5)(v)) of the
409A regulations of the Internal Revenue Code, a change in the effective control
of Bank or Company (Section 1.409A-3(i)(5)(vi)), or a change in the ownership of
a substantial portion of the assets of Bank or Company (Section
1.409A-3(i)(5)(vii)). Notwithstanding the foregoing, a Change of Control shall
not be deemed to have occurred as a result of any transaction whose primary
purpose is to change the jurisdiction of incorporation of Company or Bank or the
transfer is to an “Affiliate,” as that term is defined in 12 U.S.C. Section
371c.”





7.           A
new Section 6 is added as follows:


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“6.           Restriction on Timing of
Distributions.





Notwithstanding
any provision of this Agreement to the contrary, distributions to Executive may
not commence earlier than six (6) months after the date of a Separation from
Service (as defined below) (or, if earlier, the date of death of Executive) if,
pursuant to Internal Revenue Code Section 409A, as may be amended from time to
time (“Section 409A”),
Executive is considered a “specified employee” (under Internal Revenue Code
Section 416(i)) of Bank if any stock of Bank or Company is publicly traded on an
established securities market, or otherwise. In the event a distribution is
delayed pursuant to this Section 5, the originally scheduled distribution shall
be delayed for six months, and shall commence instead on the first day of the
seventh month following Separation from Service. If payments are scheduled to be
made in installments, the first six months of installment payments shall be
delayed, aggregated and paid instead on the first day of the seventh month,
after which all installment payments shall be made on their regular schedule. If
payment is scheduled to be made in a lump sum, the lump sum payment shall be
delayed for six months and instead be made on the first day of the seventh
month. “Separation from
Service” shall mean that Executive has experienced a termination of
employment from Bank which will be deemed to have occurred where the facts and
circumstances indicate that Executive and Bank reasonably anticipated that
Executive would permanently reduce his level of bona fide service to Bank to a
level not to exceed 25% of the average level of bona fide services provided to
Bank in the immediately preceding 12 months.”





8.           Continued
Effect.  Except as otherwise expressly provided herein, the
Original Agreement continues in full force and effect, in accordance with its
terms.





9.           Miscellaneous.  This
First Amendment will be governed in all respects by the laws of the State of
California as such laws are applied to agreements between California residents
entered into and to be performed entirely within California. This First
Amendment constitutes the full and entire understanding and agreement between
the parties with regard to the subjects hereof and supersedes all prior written
and oral agreements, representations and commitments, if any, between the
parties with respect to such subjects. This First Amendment may be executed in
any number of counterparts, each of which will be an original, but all of which
together will constitute one instrument.





IN WITNESS WHEREOF, the parties hereto
have executed this First Amendment as of the effective date established in the
first paragraph of this First Amendment.





EXECUTIVE








/s/ William H.
McGaughey


William H. McGaughey











TEMECULA VALLEY BANK








By:           /s/ Stephen H.
Wacknitz


Stephen
H. Wacknitz


President
and Chief Executive Officer


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