exhibit4-4.htm


                                                                
EXHIBIT
      4.4

    


    DECLARATION
      OF TRUST

    


    


    by
      and among

    


    TEMECULA
      VALLEY BANCORP INC.,

    as
      Depositor,

    


    WILMINGTON
      TRUST COMPANY,

    as
      Trustee,

    


    and

    


    STEPHEN H.
      WACKNITZ, DONALD A. PITCHER and
      WILLIAM H.
      McGAUGHEY,

    as
      Administrators

    


    


    


    Dated
      as of December 5, 2007

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    DECLARATION
      OF TRUST

    OF

    TEMECULA
      VALLEY STATUTORY TRUST VI

    This
      DECLARATION OF TRUST is made this 5th day of December, 2007
      (“Declarationof Trust”) by and among (i)
      Temecula Valley Bancorp Inc., a California corporation (the
“Depositor”), (ii) Wilmington Trust Company, a Delaware banking
      corporation, as trustee (the “Trustee”), and (iii) Stephen H.
      Wacknitz, Donald A. Pitcher and William H. McGaughey, each an individual, as
      administrators (each, an “Administrator” and collectively, the
“Administrators”). The Depositor, the Trustee and the
      Administrators hereby agree as follows:

     

    1.  The
      trust
      created hereby (the “Trust”) shall be known as “Temecula Valley
      Statutory Trust VI,” in which name the Trustee, the Administrators or the
      Depositor, to the extent provided herein, may engage in the transactions
      contemplated hereby, make and execute contracts, and sue and be
      sued.

     

    2.  The
      Depositor hereby assigns, transfers, conveys and sets over to the Trustee the
      sum of $10.00. The Trustee hereby acknowledges receipt of such amount in trust
      from the Depositor, which amount shall constitute the initial trust estate.
      The
      Trustee hereby declares that it will hold the trust estate in trust for the
      Depositor. It is the intention of the parties hereto that the Trust created
      hereby constitutes a statutory trust under Chapter 38 of Title 12 of the
      Delaware Code, 12 Del. C. § § 3801, et seq. (the “Statutory
      Trust Act”), and that this document constitutes the governing
      instrument of the Trust. The Trustee is hereby authorized and directed to
      execute and file a certificate of trust (the “Certificate of
      Trust”) with the Delaware Secretary of the State in accordance with the
      provisions of the Statutory Trust Act.

     

    3.  The
      Depositor, the Trustee and the Administrators will enter into an amended and
      restated Declaration of Trust, satisfactory to each such party, to provide
      for
      the contemplated operation of the Trust created hereby and the issuance of
      the
      Fixed Rate Preferred Securities and Fixed Rate Common Securities referred to
      therein (the “Securities”). Prior to the execution and delivery
      of such amended and restated Declaration of Trust, other than (i) the filing
      of
      the Certificate of Trust in accordance with Section 2 herein and as further
      contemplated in Section 4 herein and (ii) entering into an Underwriting
      Agreement among the underwriters, the Depositor and the Trust, neither the
      Trustee nor the Administrators shall have any duty or liability with respect
      to
      the administration of the trust estate, the investment of the Trust’s property
      or the payment of dividends or other distributions of income or principal to
      the
      Trust’s beneficiaries, and no implied obligation shall be inferred from this
      Declaration of Trust on the part of the Trustee or the
      Administrators.

     

    (i)  The
      Trustee and the Administrators accept the trusts hereby created and agree to
      perform their duties hereunder with respect to the same but only upon the terms
      of this Declaration of Trust. Neither the Trustee nor the Administrators shall
      be personally liable under any circumstances, except for their own willful
      misconduct or gross negligence. In particular, but not by way of
      limitation:

     

    (A)  No
      provision of this Declaration of Trust shall require  the Trustee or
      the Administrators to expend or risk their personal funds or otherwise incur
      any
      financial liability in the performance of their rights or duties hereunder,
      if
      the Trustee or any Administrator shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured or provided to it;

     

    (B)  Under
      no
      circumstance shall the Trustee or the Administrators be personally liable for
      any representations, warranty, covenant or indebtedness of the
      Trust;

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    (C)  Neither
      the Trustee nor the Administrators shall have liability for their action or
      inaction taken in good faith;

     

    (D)  All
      funds
      deposited with the Trustee hereunder may be held in a non-interest bearing
      trust
      account and the Trustee shall not be liable for any interest thereon;
      and

     

    (E)  To
      the
      extent that, at law or in equity, the Trustee or the Administrators have duties
      and liabilities relating thereto to the Trust, such duties and liabilities
      are
      replaced by the terms of this Declaration of Trust.

     

    (ii)  Notwithstanding
      anything contained herein to the contrary, the Trustee shall not be required
      to
      take any action in any jurisdiction other than the State of Delaware if the
      taking of such action will (i) require the consent or approval or authorization
      or order of or the giving of notice to, or the registration with or the taking
      of any other action in respect of, any state or other governmental authority
      or
      agency of any jurisdiction other than, in the case of the Trustee, the State
      of
      Delaware, (ii) result in any fee, tax or other governmental charge under the
      laws of any jurisdiction or any political subdivision thereof in existence
      becoming payable by Wilmington Trust Company, or (iii) subject Wilmington Trust
      Company to personal jurisdiction in any jurisdiction other than the State of
      Delaware for causes of action arising from acts unrelated to the consummation
      of
      the transactions by the Trustee contemplated hereby.

     

    (iii)  Except
      as
      expressly provided in this Section 3, in accepting and performing the trusts
      hereby created, the Trustee acts solely as Trustee hereunder and not in its
      individual capacity, and all persons having any claim against the Trustee by
      reason of the transactions contemplated by this Declaration of Trust shall
      look
      only to the Trust’s property for payment or satisfaction thereof.

     

    (iv)  The
      Trustee may resign without cause at any time so long as Trustee provides the
      Depositor and the Administrators at least 30 days’ prior writing notice of such
      resignation. If no successor has been appointed within such 30-day period,
      the
      Trustee may, at the expense of the Trust, petition a court of competent
      jurisdiction to appoint a successor trustee.

     

    4.  The
      Depositor, the Administrators and the Trustee hereby authorize and direct the
      Depositor, as the sponsor of the Trust, to file and execute on behalf of the
      Trust such applications, reports, surety bonds, irrevocable consents,
      appointments of attorney for service of process and other papers and documents
      as shall be necessary or desirable to register the Securities under the
      securities or blue sky laws of such jurisdictions as the Depositor, on behalf
      of
      the Trust, may deem necessary or desirable. In the event that any filing
      referred to above is required by the rules and regulations of the state
      securities or blue sky laws to be executed on behalf of the Trust by one or
      more
      of the Administrators, each of the Administrators, in its or his capacity as
      an
      Administrator of the Trust, is hereby authorized and, to the extent so required,
      directed to join in any such filing and to execute on behalf of the Trust any
      and all of the foregoing, it being understood that Wilmington Trust Company
      in
      its capacity as a Trustee of the Trust shall not be required to join in any
      such
      filing or execute on behalf of the Trust any such documents unless required
      by
      the rules and regulations of the state securities or blue sky laws. In
      connection with the filings referred to above, the Depositor and Stephen H.
      Wacknitz, Donald A. Pitcher and William H. McGaughey, each as Administrator
      and
      not in their individual capacities, hereby constitutes and appoints Stephen
      H.
      Wacknitz, Donald A. Pitcher and William H. McGaughey and each of them, as its
      true and lawful attorneys-in-fact and agents, with full power of substitution
      and re-substitution , for the Depositor or such Administrator or in the
      Depositor’s or such Administrator’s name, place and stead, in any and all
      capacities, to sign any and all documents with the administrators of the state
      securities or blue sky laws, granting unto said attorneys-in-fact and agents
      full power and authority to do and perform each and every act and thing
      requisite and necessary to be done in connection therewith, as fully to all
      intents and purposes as the Depositor or such Administrator might or could
      do in
      person, hereby ratifying and confirming all that said attorneys-in-fact and
      agents or any of them, or their respective substitute or substitutes, shall
      do
      or cause to be done by virtue hereof.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    5.  The
      Administrators hereby authorize and direct the Depositor to negotiate the
      Underwriting Agreement, to be entered into among the Trust, the Depositor and
      the underwriters therein relating to the sale and issuance of the Securities,
      on
      behalf of the Trust.

     

    6.  This
      Declaration of Trust may be executed in one or more counterparts.

     

    7.  The
      number of Administrators initially shall be two and thereafter the number of
      Administrators shall be such number as shall be fixed from time to time by
      a
      written instrument signed by the Depositor which may increase or decrease the
      number of Administrators. Subject to the foregoing, the Depositor is entitled
      to
      appoint or remove without cause any Administrator or the Trustee at any time.
      The Trustee or any Administrator may resign upon 30 days’ prior written notice
      to the Depositor.

     

    8.  This
      Declaration of Trust shall be governed by, and construed in accordance with,
      the
      laws of the State of Delaware (without regard to conflict of laws
      principles).

     

    IN
      WITNESS WHEREOF, the undersigned have caused these presents to be executed
      as of
      the day and year first above written.

     

    


    TEMECULA
      VALLEY BANCORP INC., as Depositor

    


    By:
      /s/
      STEPHEN H. WACKNITZ

    Stephen
      H. Wacknitz

    President
      and Chief Executive
      Officer

    


    


    WILMINGTON
      TRUST COMPANY,

    as
      Trustee

    


    By:
      /s/
      PATRICIA A. EVANS

    Name:                      Patricia
      A. Evans

    Title:                      Vice
      President

    


    


    ADMINISTRATORS
      OF TEMECULA VALLEY STATUTORY TRUST VI

    


    By:
      /s/
      STEPHEN H. WACKNITZ

    Stephen
      H. Wacknitz

    Administrator

    


    By:
      /s/
      DONALD A. PITCHER

    Donald
      A. Pitcher

    Administrator

    


    By:
      /s/
      WILLIAM H. McGAUGHEY

    William
      H. McGaughey

    Administrator

    


    
      
         

      

      
        3