**EXHIBIT
      10.28**


**AMENDED
      AND RESTATED**


**TEMECULA
      VALLEY BANK**


**SPLIT
      DOLLAR AGREEMENT**





THIS
      AGREEMENT is adopted this 29 th day of
      December 2006, by and between TEMECULA VALLEY BANK, a commercial bank, located
      in Temecula, California (the "Company"), and **THOMAS
      M. SHEPHERD** (the
      "Executive"). This Agreement amends and restates the Split Dollar Agreement
      originally entered into on September 30, 2004, and shall append the Split Dollar
      Endorsement entered into on that date.





**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 entered
      into on even date herewith or as subsequently amended.





*1.5* “ *Change
      in Control* ”
      means:


(a)
            A
                change in the ownership of the capital stock of the Company, whereby
                another corporation, person, or group acting in concert (hereinafter
                this
                Agreement shall collectively refer to any combination of these three
                [another corporation, person, or group acting in concert] as a “Person”)
                as described in Section 14(d)(2) of the Securities Exchange Act of
                1934,
                as amended (the “Exchange Act”), acquires, directly or indirectly,
                beneficial ownership (within the meaning of Rule 13d-3 promulgated
                under
                the Exchange Act) of a number of shares of capital stock of the Company
                which constitutes twenty-five percent (25%) or more of the combined
                voting
                power of the Company’s then outstanding capital stock then entitled to
                vote generally in the election of directors; or(b)
            The
                persons who were members of the Board of Directors of the Company
                immediately prior to a tender offer, exchange offer, contested election
                or
                any combination of the foregoing, cease to constitute a majority
                of the
                Board of Directors; or(c)
            The
                adoption by the Board of Directors of the Company of a merger,
                consolidation or reorganization plan involving the Company in which
                the
                Company is not the surviving entity, or a sale of all or substantially
                all
                of the assets of the Company. For purposes of this Agreement, a sale
                of
                all or substantially all of the assets of the Company shall be deemed
                to
                occur if any Person acquires (or during the 12-month period ending
                on the
                date of the most recent acquisition by such Person, has acquired)
                gross
                assets of the Company that have an aggregate fair market value equal
                to
                twenty-five percent (25%) or more of the fair market value of all
                of the
                respective gross assets of the Company immediately prior to such
                acquisition or acquisitions; or(d)
            A
                tender offer or exchange offer is made by any Person which results
                in such
                Person beneficially owning (within the meaning of Rule 13d-3 promulgated
                under the Exchange Act) either twenty-five percent (25%) or more
                of the
                Company’s outstanding shares of Common Stock or shares of capital stock
                having twenty-five (25%) or more the combined voting power of the
                Company’s then outstanding capital stock (other than an offer made by the
                Company), and sufficient shares are acquired under the offer to cause
                such
                person to own twenty-five (25%) or more of the voting power;
                or(e)
            Any
                other transactions or series of related transactions occurring which
                have
                substantially the same effect as the transactions specified in any
                of the
                preceding clauses of this Section
                1.5.




Notwithstanding
      the above, certain transfers are permitted within Section 318 of the Code and
      such transfers shall not be deemed a Change in Control under this Section 1.5.





**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.





*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 $793,974 (Seven Hundred Ninety-three Thousand Nine
      Hundred Seventy-four 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 Bank
      shall cease paying the remaining Salary Continuation benefit, if any, and the
      Executive’s beneficiary shall receive a Split Dollar benefit equal to the
      remaining Accrued Liability Balance, as defined in 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.





***2.2.4* *Death
      After Payment of all Benefits Under the Salary Continuation
      Agreement* .
      If the
      Executive Dies after all benefit payments have been made under Article 2 of
      the
      Salary Continuation Agreement, no benefits shall be paid under this
      Agreement.




*2.3* *Comparable
      Coverage upon Change in Control* .
      Upon a
      Change in Control, the Company shall not 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.





**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,(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(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.





*****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:
              /s/ Thomas M. Shepherd**
            
            
            **By:
              /s/ Donald A. Pitcher****Executive
              Vice President and **Chief
              Financial
              Officer****