Exhibit 2.2

                              CERTIFICATE OF MERGER



                  Stephen H. Wacknitz and Donald A. Pitcher certify that:

                  1. They are the President and Secretary, respectively, of
Temecula Valley Bancorp Inc., a California corporation ("the Surviving
Corporation").

                  2. The Surviving Corporation (which was prior to the
effectiveness of the merger (the "Merger") contemplated in the Merger Agreement
named Temecula Merger Corporation, a California corporation) and Temecula Valley
Bancorp Inc., a Delaware corporation (collectively, the "Constituent
Corporations") are the only parties to that certain Agreement and Plan of Merger
executed on November 7, 2003 ("Merger Agreement").

                  3. The Merger Agreement has been approved, adopted, certified,
executed and acknowledged by each of the Constituent Corporations in accordance
with Section 252(c) of the Delaware General Corporation Law.

                  4. The name of the Surviving Corporation is Temecula Valley
Bancorp Inc., a California corporation.

                  5. The Articles of Incorporation of the Surviving Corporation
are as set forth in the attached Merger Agreement ("Exhibit A") and filed
herewith.

                  6. The executed Merger Agreement is on file at the principal
offices of the Surviving Corporation located at 27710 Jefferson Avenue, Suite
A100, Temecula, CA 92590.

                  7. A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request, and without cost, to any shareholder of
either of the Constituent Corporations.

                  8. The Surviving Corporation agrees that it may be served with
process in the State of Delaware in any proceeding for enforcement of any
obligation of any Constituent Corporation of the State of Delaware, as well as
for enforcement of any obligation of the Surviving Corporation resulting from
the Merger, including any suit or other proceeding to enforce the rights of any
shareholder, as determined in appraisal proceedings pursuant to ss.262 of the
Delaware General Corporation Law, and hereby irrevocably appoints the Secretary
of State of the State of Delaware as its agent to accept service of process in
any such suit or other proceedings and the address to which a copy of such
process shall be mailed by the Secretary of State of the State of Delaware shall
be:

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                                    Temecula Valley Bancorp Inc.
                                    27710 Jefferson Avenue, Suite A100
                                    Temecula, CA  92590
                                    Attn: President


Dated:   December 18, 2003                    /s/  STEPHEN H. WACKNITZ
                                              -------------------------------
                                              Stephen H. Wacknitz
                                              President



                                              /s/  DONALD A. PITCHER
                                              -------------------------------
                                              Donald A. Pitcher
                                              Secretary


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                                    EXHIBIT A


                                Merger Agreement