UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss. 240.14a-12

Temecula Valley Bancorp Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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4) Date Filed:

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(Temecula Valley Bancorp Inc. Logo)

April 20, 2009

Dear Shareholder:

We are pleased to invite you to the 2009 Annual Meeting of Shareholders of
Temecula Valley Bancorp Inc. We will hold the meeting at 10:00 a.m. on Tuesday,
May 26, 2009 at Pala Mesa Resort located at 2001 Old Highway 395, Fallbrook,
California 92028.

This booklet contains the Notice of Annual Meeting and the Proxy Statement
and is accompanied by a proxy card. The Proxy Statement describes the business
that we will conduct at the meeting and provides information about Temecula
Valley Bancorp Inc. and its principal subsidiary, Temecula Valley Bank.

We hope that you can join us on the 26th of May. We look forward to the
opportunity to meet face to face.

Whether or not you plan to attend, please sign and return your proxy card
as soon as possible. Your opinion and your vote are important to us. Voting by
proxy will not prevent you from voting in person if you attend the meeting, but
it will ensure that your vote is counted if you are unable to attend. You may be
eligible to vote electronically over the Internet or by telephone by following
the instructions on the proxy card.

Your continued support of and interest in Temecula Valley Bancorp are
sincerely appreciated.

Sincerely,

/s/ NEIL M. CLEVELAND /s/ FRANK BASIRICO, JR.
--------------------- -----------------------
Neil M. Cleveland Frank Basirico, Jr.
Chairman of the Board Chief Executive Officer

(Temecula Valley Bancorp Inc. Logo)

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 2009

The 2009 Annual Meeting of Shareholders of Temecula Valley Bancorp Inc.
will be held at Pala Mesa Resort, 2001 Old Highway 395, Fallbrook, California
92028 at 10:00 a.m. on Tuesday, May 26, 2009 for the purposes specified below.

1. To elect six directors to serve on our board of directors until the 2010
annual meeting of shareholders or until their successors have been duly elected
and qualified.

2. To approve an amendment of our Articles of Incorporation to increase the
number of authorized shares of common stock from 40,000,000 to 90,000,000.

3. To approve an amendment of our Articles of Incorporation to authorize
15,000,000 shares of preferred stock.

4. To transact such other business as may properly come before the meeting
or any adjournment or postponement.

You can vote if you are a shareholder of record of our common stock at the
close of business on March 27, 2009.

You are urged to sign and return the enclosed proxy card as promptly as
possible, whether or not you attend the meeting in person. The proxy is
solicited by our board of directors. Any shareholder giving a proxy may revoke
it prior to the time it is actually voted by filing a written revocation or duly
executed proxy card bearing a later date with our Secretary, or by revoking all
previously signed and filed proxies and attending the meeting and voting in
person.

A list of shareholders entitled to vote at the meeting will be available
for inspection at our executive offices. If you attend the meeting and you
intend to vote your shares at the meeting and your shares are held in the name
of a broker or other nominee, you should bring a proxy from that firm confirming
your ownership of shares as of the record date.

A copy of our annual report on Form 10-K is enclosed with this notice and
proxy statement. Additional copies of any of these materials may be obtained,
without charge, by contacting Donald A. Pitcher, our Chief Financial Officer and
Secretary, 27710 Jefferson Avenue, Suite A100, Temecula, California 92590, (951)
694-9940.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING: This Proxy Statement and our 2008 Annual Report to Shareholders are
both available at http://www.edocumentview.com/TMCV.

By Order of the Board of Directors:

/s/ DONALD A. PITCHER
--------------------------------------
Donald A. Pitcher
April 20, 2009 Secretary

TABLE OF CONTENTS

INTRODUCTION .............................................................. 1

QUESTIONS AND ANSWERS ABOUT THE MEETING ................................... 1

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 .......................... 5

BENEFICIAL OWNERSHIP ...................................................... 5

PROPOSAL 1 - ELECTION OF DIRECTORS ........................................ 6

PROPOSAL 2 - APPROVAL OF AMENDMENT OF OUR ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 40,000,000
TO 90,000,000 ............................................................. 6

PROPOSAL 3 - APPROVAL OF AMENDMENT OF OUR ARTICLES OF INCORPORATION
TO AUTHORIZE 15,000,000 SHARES OF PREFERRED STOCK ......................... 8

INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS .................... 9

STATEMENT ON CORPORATE GOVERNANCE ......................................... 13

COMPENSATION DISCUSSION AND ANALYSIS ...................................... 16

GRANTS OF PLAN-BASED AWARDS ............................................... 23

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2008 ......................... 25

OPTION EXERCISES (2008) ................................................... 26

NONQUALIFIED DEFERRED COMPENSATION (2008) ................................. 26

DIRECTOR COMPENSATION ..................................................... 30

OTHER MATTERS ............................................................. 33

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES ........... 35

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ................... 35

ADDITIONAL INFORMATION .................................................... 37

ADDITIONAL MATTERS AT THE MEETING ......................................... 37

ANNUAL REPORT ............................................................. 37

APPENDIX A.... FORM OF AMENDMENT OF THE ARTICLES OF INCORPORATION
ASSUMING PROPOSALS 2 AND 3 ARE APPROVED

APPENDIX B.... FORM OF AMENDMENT OF THE ARTICLES OF INCORPORATION
ASSUMING PROPOSAL 2 BUT NOT PROPOSAL 3 IS APPROVED

APPENDIX C.... FORM OF AMENDMENT OF THE ARTICLES OF INCORPORATION
ASSUMING PROPOSAL 3 BUT NOT PROPOSAL 2 IS APPROVED

TEMECULA VALLEY BANCORP INC.

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 2009

INTRODUCTION

Our board of directors is soliciting proxies for this year's annual meeting of
shareholders. This proxy statement contains important information for you to
consider when deciding how to vote on the matters brought before the meeting.
Please read it carefully.

Our board of directors set the close of business on March 27, 2009 as the record
date for the annual meeting. Shareholders who were the record holders of
Temecula Valley Bancorp Inc. common stock as of that date are entitled to vote
at the meeting, with each share entitled to one vote. There were 10,040,267
shares of our common stock outstanding on March 27, 2009, held of record by
approximately 378 registered shareholders.

Voting materials, which include this proxy statement, a proxy card and our
annual report are first being mailed to shareholders on or about April 13, 2009.

QUESTIONS AND ANSWERS ABOUT THE MEETING

Why am I receiving this proxy statement and proxy card?

You are receiving this proxy statement and proxy card because you owned shares
of our common stock as of the close of business on March 27, 2009. This proxy
statement describes the issues on which we would like you to vote.

When you sign the proxy card, you appoint Mr. Luther J. Mohr and Mr. Neil M.
Cleveland as your representatives at the meeting. Mr. Mohr and Mr. Cleveland, or
their substitutes, will vote your shares at the annual meeting as you have
instructed on the proxy card. This way, your shares will be voted even if you
cannot attend the meeting.

Who is soliciting my proxy and who is paying the cost of solicitation?

Our board of directors is sending you this proxy statement in connection with
its solicitation of proxies for use at our 2009 annual meeting. Certain
directors, officers and employees of our company may solicit proxies by mail,
facsimile or in person.

Our company will pay for the costs of solicitation. We do not expect to pay any
compensation for the solicitation of proxies, except to brokers, nominees and
similar record holders for reasonable expenses in mailing proxy materials to
beneficial owners of our common stock. However, we reserve the right to hire
special employees or paid solicitors to assist us in obtaining proxies if we
believe it is necessary to secure a quorum.

What am I voting on?

At the annual meeting you will be asked to vote on three matters. The first is
the re-election of six existing directors to serve on our board of directors
until the 2010 annual meeting of shareholders or until their successors have
been duly qualified and elected. The second is to approve an amendment of our
Articles of Incorporation to increase the authorized number of shares of our
common stock from 40,000,000 to 90,000,000. The third is to approve an amendment
of our Articles of Incorporation to authorize 15,000,000 shares of preferred
stock.

Who is entitled to vote?

Only shareholders who were owners of record of our common stock as of the close
of business on March 27, 2009 are entitled to receive notice of the annual
meeting and to vote the shares that they held on that date at the meeting, or
any postponements or adjournments of the annual meeting.

How many votes do I have?

Each share of common stock entitles the holder of record to one vote on any
matter coming before the annual meeting.

How do I vote?

You may vote using any of the following methods:

By Mail. Be sure to complete, sign and date the proxy card and return it in the
prepaid envelope. If you are a shareholder of record and you return your signed
proxy card but do not indicate your voting preferences, the persons named in the
proxy card will vote the shares represented by that proxy as recommended by our
board of directors.

By Telephone or on the Internet. You can vote by calling the toll-free telephone
number on your proxy card. Please have your proxy card in hand when you call.
Easy-to-follow voice prompts allow you to vote your shares and confirm that your
instructions have been properly recorded.

The website for Internet voting is listed on your proxy card or voter
instruction form. For registered owners, the website is ; for beneficial owners
(shares held in street name by your bank, broker or other nominee) the website
is www.proxyvote.com. Please have your proxy card or voter instruction form
handy when you go online. As with telephone voting, you can confirm that your
instructions have been properly recorded.

Telephone and Internet voting facilities for shareholders of record will be
available 24 hours a day, and will close at 11:59 p.m. Pacific Time on May 25,
2009.

The availability of telephone and Internet voting for beneficial owners will
depend on the voting processes of your broker, bank or other holder of record.
Therefore, we recommend that you follow the voting instructions in the materials
you receive directly from the holder of record. If you vote by telephone or on
the Internet, you do not have to return your proxy card.

In Person at the Annual Meeting. All shareholders may vote in person at the
annual meeting. You may also be represented by another person at the meeting by
executing a proper proxy designating that person. If your shares are held in the
name of a broker or other nominee, you must obtain a legal proxy from your
broker, bank or other holder of record and present it to the inspectors of
election with your ballot to be able to vote at the meeting.

Your vote is important. You can save us the expense of a second mailing by
voting promptly.

Can I change my vote after I return my proxy card?

Yes. You may revoke your proxy and change your vote at any time before the proxy
is exercised at the meeting by filing with our Secretary at our main office
either a notice of revocation or another signed proxy card or ballot bearing a
later date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.

What are the recommendations of our board of directors?

Our board of directors recommends a vote FOR the election of all of the
nominated directors listed in this proxy statement, FOR the amendment of our
Articles of Incorporation to increase the authorized shares of common stock from
40,000,000 to 90,000,000 and FOR the amendment of our Articles of Incorporation
to authorize 15,000,000 shares of preferred stock.

If any other matters are considered at the meeting, Mr. Mohr and Mr. Cleveland
will vote as recommended by our board of directors. If our board of directors
does not give a recommendation, Mr. Mohr and Mr. Cleveland will have discretion
to vote as they think best.

Will my shares be voted if I do not sign and return my proxy card?

If your shares are registered in your name and you do not return your proxy card
or do not vote by telephone, on the Internet or in person at the annual meeting,
your shares will not be voted. If your shares are held in street name and you do
not submit voting instructions to your broker, your broker may be able to vote
your shares at this meeting on the election of directors and/or the two
amendments of our Articles of Incorporation, depending on your brokerage
agreement.

How many shares must be present to hold the annual meeting?

A majority of our outstanding shares of common stock as of March 27, 2009 (a
quorum) must be present at the annual meeting in order to hold the meeting and
conduct business. Shares are counted as present at the meeting if a shareholder
is present and votes in person at the meeting or has voted telephonically or on
the Internet or has properly submitted a proxy card. As of March 27, 2009, the
record date for the annual meeting, 10,040,267 shares of our common stock were
outstanding and eligible to vote.

What vote is required to elect directors?

The six director nominees who receive the highest number of FOR votes will be
elected. You may vote FOR all or some of the nominees or WITHHOLD AUTHORITY for
all or some of the nominees. However, any shares not voted FOR a particular
nominee as a result of a direction to withhold (an abstention) or a broker
non-vote will not affect the outcome of the vote.

You may choose to withhold from the proxy holders the authority to vote for any
of the individual candidates nominated by our board of directors by marking the
appropriate box on the proxy card and filling in the box next to the names of
the disfavored candidates as they appear on the proxy card. In that event, the
proxy holders will not cast any of your votes for candidates whose names have
been indicated by filling in the box. However, the proxy holders will retain the
authority to vote for the candidates nominated by our board of directors whose
names have not been struck out or otherwise indicated as disfavored by filling
in the box and for any candidates who may be properly nominated at the annual
meeting. Ballots will be available at the annual meeting for shareholders who
desire to vote in person.

What vote is required to approve the two amendments of our Articles of
Incorporation?

The favorable vote of the holders of a majority of the shares of our common
stock outstanding as of the record date is required to approve each of the two
amendments of our Articles of Incorporation. With respect to each proposed
amendment separately, if you do not vote FOR the amendment or if you do not vote
at all (abstain), and we do not otherwise obtain enough FOR votes to approve the
changes, the amendment will not be approved.

When are shareholder proposals due?

Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), proposals by our shareholders that are intended for inclusion
in our proxy statement and proxy and to be presented at our 2010 annual meeting
must be delivered to our Secretary at our principal offices no later than
December 21, 2009. In addition to these advance notice requirements, there are
other requirements that a shareholder must meet in order to have a proposal
included in our proxy statement under the rules of the Securities and Exchange
Commission ("SEC").

For nominations and all other proposals by our shareholders to be timely and
proper, a shareholder's notice must be delivered to, or mailed and received at,
our principal executive offices in accordance with the advance notice provisions
and other requirements of our bylaws and applicable law. Our bylaws provide that
proposals may be made by any shareholder who timely and completely complies with
the notice procedures contained in our bylaws, was a shareholder of record at
the time of giving notice and is entitled to vote at the meeting, so long as the
proposal is a proper matter for shareholder action and the shareholder otherwise
complies with the provisions of our bylaws and applicable law. However,
shareholder nominations of persons for election to our board of directors at a
special meeting may only be made if our board of directors has determined that
directors are to be elected at the special meeting.

To be timely, a shareholder's notice regarding a proposal not intended for
inclusion in our proxy materials must be delivered to our Secretary at our
principal executive offices not later than, in the case of an annual meeting,
the close of business on the 45th day before the first anniversary of the date
on which we first mailed our proxy materials for the prior year's annual meeting
of shareholders, which mailing date is anticipated to be April 13, 2009.
However, if the date of the current year's meeting has changed more than 30 days
from the date of the prior year's meeting, then in order for the shareholder's
notice to be timely it must be delivered to our Secretary a reasonable time
before we mail our proxy materials for the current year's meeting. For purposes
of the preceding sentence, a "reasonable time" coincides with any adjusted
deadline we publicly announce and in the case of a special meeting, the close of
business on the seventh day following the day on which we first publicly
announce the date of the special meeting.

Except as otherwise provided by law, if the chairperson of the meeting
determines that a nomination or any business proposed to be brought before a
meeting was not made or proposed in accordance with the procedures set forth in
our bylaws and summarized above, the chairperson may prohibit the nomination or
proposal from being presented at the meeting.

How can I find the voting results of the meeting?

We will announce preliminary voting results at the meeting. Final results of the
vote will be published in a Form 8-K following the meeting. You may view and
print the Form 8-K through the SEC's electronic data system called IDEA at
www.sec.gov.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We have made forward-looking statements in this document that are subject to
risks and uncertainties. These statements are based on the beliefs and
assumptions of our management, and on information currently available to our
management. Forward-looking statements include the information concerning our
possible or assumed future results of operations, and statements preceded by,
followed by, or that include the words "may", "will", "should", "would",
"could", "believes", "expects", "anticipates", "intends", "plans", "estimates",
"projected", "forecast" or similar expressions. Our management believes these
forward-looking statements are reasonable. However, you should not place undue
reliance on the forward-looking statements, since they are based on current
expectations. Actual results may differ materially from those currently expected
or anticipated.

Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results and shareholder values
may differ materially from those expressed in these forward-looking statements.
Many of the factors described below, that will determine these results and
values, are beyond our ability to control or predict. For those statements, we
claim the protection of the safe harbor contained in the Private Securities
Litigation Reform Act of 1995.

BENEFICIAL OWNERSHIP

The following table shows, as of March 27, 2009, the amount of our common stock
beneficially owned (unless otherwise indicated) by (a) each director and each
director nominee; (b) each of the "named executive officers" of our company and
our bank named in the Summary Compensation Table below; (c) the one person known
to us to be the beneficial owner of more than 5% of our common stock; and (d)
all of our bank's directors and executive officers as a group. Except as
otherwise noted, we believe that the beneficial owners of the shares listed in
the following table, based on information furnished by such owners, have or
share with a spouse voting and investment power with respect to the shares.
Percentages are based on 10,040,267 shares of common stock outstanding as of
March 27, 2009.

As used throughout the proxy statement, the term "executive officer," except as
otherwise noted, means our bank's chief executive officer, president/chief
operating officer, chief credit officer and chief financial officer. An officer
who does not participate in major policy-making functions or is not otherwise in
charge of a principal business unit, division or function of our bank is not
included in the definition of the term "executive officer." There are other
principal officers of our bank with an "executive" title that do not fall within
this definition.

Our "named executive officers" are James W. Andrews, David H. Bartram, Frank
Basirico, Jr., Donald A. Pitcher, Martin E. Plourd and Stephen H. Wacknitz. (Mr.
Wacknitz is no longer an executive officer as of December 3, 2008.)

The business or mailing address for each listed person is 27710 Jefferson
Avenue, Suite A100, Temecula, CA 92590. For purposes of the table below, a
person is deemed to be the "beneficial owner" of any shares that such person has
the right to acquire within 60 days. Also, for purposes of computing the
percentage of outstanding shares held by each person named above on a given
date, any security that such person has the right to acquire within 60 days is
deemed to be outstanding, but is not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Common Shares Owned Percent
Name & Position Beneficially of Class
- --------------- ------------ --------

Steven W. Aichle, Nominee/Director, Company/Bank 282,894(1) 2.79%
James W. Andrews, SEVP/Chief Credit Officer, Company/Bank 69,506(2) 0.69%
David H. Bartram, SEVP/President-SBA Division, Company/Bank 53,334(3) 0.53%
Frank Basirico, Jr., Nominee/Director/CEO, Company/Bank 32,738(4) 0.33%
Robert P. Beck, Nominee/Director, Company/Bank 217,241 (5) 2.16%
Neil M. Cleveland, Nominee/Director, Company/Bank 121,402(6) 1.20%
George Cossolias, Director, Company/Bank 41,000(7) 0.41%
Luther J. Mohr, Nominee/Director, Company/Bank 328,550(8) 3.25%
Donald A. Pitcher, EVP/CFO, Bank: CFO, Company 90,220(9) 0.90%
Martin E. Plourd, Nominee/Director/President/Chief Operating 30,891(10) 0.31%
Officer, Company/Bank
Stephen H. Wacknitz, 5% Shareholder of Company/former Chief 667,298(11) 6.65%
Executive Officer/former President
Richard W. Wright, Director, Company/Bank 197,366(12) 1.95%
ALL DIRECTORS AND EXECUTIVE OFFICERS (12 in number) 1,668,204 20.30%

- ------------------------------
(1) Includes 83,762 shares of common stock underlying stock options
(2) Includes 50,476 shares of common stock underlying stock options
(3) Includes 13,334 shares of common stock underlying stock options
(4) Includes 26,666 shares of common stock underlying stock options and 130
allocated ESOP shares
(5) Includes 7,229 shares of common stock underlying stock options
(6) Includes 69,000 shares of common stock underlying stock options
(7) Includes 8,000 shares of common stock underlying stock options
(8) Includes 75,000 shares of common stock underlying stock options
(9) Includes 35,000 shares of common stock underlying stock options and 220
allocated ESOP shares
(10) Includes 25,000 shares of common stock underlying stock options and 199
allocated ESOP shares
(11) Includes 220 allocated ESOP shares; employment with our company and bank
terminated on December 3, 2008; resigned as a director of company and bank
effective January 12, 2009.
(12) Includes 70,000 shares of common stock underlying stock options; resigned
as a director of company and bank effective March 25, 2009.

PROPOSAL 1 - ELECTION OF DIRECTORS

Our bylaws provide that the number of directors to be elected by our
shareholders will be at least five and not more than nine. Under our bylaws, our
board of directors has authority to decide the exact number of directors to be
elected within these limits. Our board has fixed the number of directors to be
elected at the annual meeting at six and upon the recommendation of the
Nominating Committee, has nominated the following persons for election as
directors to serve until the 2010 annual meeting or until their successors are
elected: Steven W. Aichle, Frank Basirico, Jr., Robert P. Beck, Neil M.
Cleveland, Luther J. Mohr and Martin E. Plourd.

If one of the nominees refuses or becomes unable to serve, our board of
directors may reduce the number of seats on our board or designate a substitute
nominee. If our board of directors designates a substitute, shares represented
by proxy will be voted FOR the substitute nominee unless the proxy withholds
authority to vote for all nominees listed. Our board of directors presently has
no knowledge that any of the nominees will refuse or be unable to serve.

PROPOSAL 2 - APPROVAL OF AMENDMENT OF OUR ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
FROM 40,000,000 TO 90,000,000

On March 27, 2009, our board of directors unanimously approved an amendment of
Article III of our Articles of Incorporation to authorize an increase in the
number of authorized shares of common stock from 40,000,000 to 90,000,000.

Of the 40,000,000 shares of common stock authorized, as of March 27, 2009,
10,040,267 shares are outstanding, 620,844 shares are reserved for issuance
under our 2004 Stock Incentive Plan, 70,431 shares are subject to outstanding
options under our 1996 Incentive and Nonqualified Stock Option Plan (Employees)
(plan expired), 251,450 shares under our 1997 Nonqualified Stock Option Plan
(Directors) (plan expired) and 526,285 shares under our 2004 Stock Incentive
Plan.

In addition to reading this proposal, you should review and consider the text of
the proposed amendment, which is set forth in Appendix A attached to this proxy
statement. Appendix A assumes the approval of both this proposal to increase the
number of authorized shares of common stock and, proposal 3, the authorization
of preferred stock. If this proposal to increase the number of authorized shares
of common stock is approved but proposal 3 is not approved, then the text of the
proposed amendment would be as set forth on Appendix B. The amendment will
become effective when a Certificate of Amendment of our Articles of
Incorporation is filed with the Secretary of State of the State of California.
We intend to file the Certificate of Amendment promptly after (and if) our
shareholders consent to the amendment. The text may be amended to include any
changes required by the Secretary of State of the State of California.

All of our authorized but unissued shares of common stock, other than those set
aside for stock options, will be available for general corporate purposes. Our
board of directors could authorize the issuance of any authorized but unissued
shares of common stock on terms determined by it without further action by the
shareholders, unless the shares are issued in a transaction requiring
shareholder approval. All attributes of the additional shares of common stock
would be the same as those of the existing shares of authorized and unissued
common stock.

Purpose of the Proposal

Our board of directors believes that the proposed authorization of common stock
may assist in meeting our corporate needs. Our board of directors believes an
increase in the number of authorized shares of common stock is in the best
interests of our company and its shareholders, and believes it advisable to
authorize such shares to have them available for, among other things, possible
issuance in connection with such activities as: public or private offerings of
shares for cash or other value, the sale of assets along with the issuance of
securities to compensate for the under market value of the assets or otherwise;
an exchange for other debt or equity instruments; dividends payable in stock of
our company, implementation of employee benefit plans, and otherwise. Although
we have no specific agreements or commitments at this time for the issuance,
sale or other use of common stock, we have engaged an investment banker to
assist us in assessing and pursuing all of our capital raising and strategic
transaction alternatives. As disclosed in our Form 10-K filed with the SEC on
March 17, 2009, capital raising and strategic alternatives in this market are
very challenging. Our board believes, however, that we need to be in the best
possible position, including a sufficient number of authorized shares, to
respond quickly to capital raising and strategic alternatives.

Our board of directors does not intend to issue any common stock except on terms
that our board deems to be in the best interests of our company and
shareholders. Future issuances of common stock may not require prior shareholder
approval. The authorization of the additional shares of common stock may have
certain dilutive and anti-takeover effects, as described below:

o Potential Dilutive Impact. Our shareholders have no preemptive rights
to subscribe to or purchase any shares of common stock or other
securities of our company. The issuance of additional shares of common
stock other than on a pro-rata basis to all current shareholders will
reduce the proportionate interests in our company held by current
shareholders.

o Potential Anti-Takeover Impact. The amendment is not intended as an
anti-takeover provision, but it could have an anti-takeover effect
although, at this time, this possibility is remote given that, as
indicated above, we are seeking to raise capital at the present time.
Although our board presently has no intention of doing so, the
authorized but unissued common stock could be used to discourage or
render more difficult certain takeover attempts of our company through
the issuance of a number of shares sufficient to dilute the interests
of a person seeking control or to increase the total amount of
consideration necessary for a person to obtain control of our company.

We generally do not have provisions in our charter documents that operate as
anti-takeover defenses except that, under our bylaws, special meetings of
shareholders may be called only by our board of directors, by certain of our
officers, or by holders of shares entitled to cast not less than 10% of the
votes at the meeting. We also have advance notice provisions in our bylaws,
which restrict shareholders' rights to present director nominations or
shareholder proposals at our shareholders' meetings. We do not presently have
plans to propose the adoption of other anti-takeover measures in future proxy
solicitations. However, as discussed in proposal 3, preferred stock may be used
as an anti-takeover measure.

Vote Required

The affirmative vote of a majority of the outstanding shares of common stock
entitled to vote is required to approve and adopt this proposal.

Board Recommendation

Our board of directors unanimously recommends that shareholders vote FOR the
adoption of the amendment of Article III of the Articles of Incorporation to
authorize an increase in the number of authorized shares of common stock from
40,000,000 to 90,000,000.

PROPOSAL 3 - APPROVAL OF AMENDMENT OF OUR ARTICLES OF INCORPORATION
TO AUTHORIZE 15,000,000 SHARES OF PREFERRED STOCK

General

On March 27, 2009, our board of directors unanimously approved an amendment of
Article III of our Articles of Incorporation to authorize 15,000,000 shares of
preferred stock in such series and containing such preferences, limitations and
relative rights as may be determined by our board of directors from time to
time.

We currently have 40,000,000 shares of authorized common stock, but we are not
authorized to issue preferred stock. Of the 40,000,000 shares of common stock
authorized, as of March 27, 2009, 10,040,267 shares are outstanding, 620,844
shares are reserved for issuance under our 2004 Stock Incentive Plan, 70,431
shares are subject to outstanding options under our 1996 Incentive and
Nonqualified Stock Option Plan (Employees) (plan expired), 251,450 shares under
our 1997 Nonqualified Stock Option Plan (Directors) (plan expired) and 526,285
shares under our 2004 Stock Incentive Plan.

In addition to reading this proposal, you should review and consider the text of
the proposed amendment, which is set forth in Appendix A attached to this proxy
statement. Appendix A assumes the approval of both this proposal to authorize
shares of preferred stock and proposal 2, the authorization of additional shares
of common stock. If this proposal to authorize shares of preferred stock is
approved but proposal 2 is not approved, the text of the proposed amendment
would be as set forth on Appendix C, The amendment will become effective when a
Certificate of Amendment of our Articles of Incorporation is filed with the
Secretary of State of the State of California. We intend to file the Certificate
of Amendment promptly after (and if) our shareholders consent to the amendment.
The text may be amended to include any changes required by the Secretary of
State of the State of California.

Purpose of the Proposal

Our board of directors believes that the proposed authorization of preferred
stock may assist in meeting our corporate needs. Our board of directors believes
authorizing shares of preferred stock is in the best interests of our company
and its shareholders, and believes it advisable to authorize such shares to have
them available for, among other things, possible issuance in connection with
such activities as: public or private offerings of shares for cash or other
value; the sale of assets along with the issuance of securities to compensate
for the under market value of the assets or otherwise; an exchange for other
debt or equity instruments; and otherwise.

We have no specific agreements, commitments or plans at this time for the
issuance, sale or other use of any series or class of preferred stock. We
previously applied to the Treasury Department to participate in its Troubled
Assets Relief Program Capital Purchase Program. We are in the process of
withdrawing our application and will not utilize the shares of preferred stock,
if shareholder approval is obtained, to participate in the current program.

Our board of directors does not intend to issue any preferred stock except on
terms that our board deems to be in the best interests of our company and
shareholders. Issuances of a series or class of preferred stock generally will
not require prior shareholder approval. The authorization of the shares of
preferred stock may have certain dilutive and anti-takeover effects, as
described below:

o Possible Adverse Effects of the Proposal. Our shareholders have no
preemptive rights to subscribe to or purchase any shares of preferred
stock or other securities. Moreover, the issuance of preferred stock
may be viewed as having adverse effects upon the holders of common
stock. It is not possible to determine the actual affect of the
authorization and issuance of the preferred stock on the rights of the
shareholders of our company until our board of directors determines
the rights of the holders of a series or class of preferred stock.
Such effects might include:

o restrictions on the payment of dividends to holders of common
stock;

o dilution of voting power of common stock;

o superior liquidation rights to the common stock; and

o delaying or preventing a change in control of our company.

o Potential Anti-Takeover Effects. The amendment is not intended as an
anti-takeover provision, but it could have an anti-takeover effect
although, at this time, this possibility is remote given that we are
seeking to raise capital at the present time as discussed in detail
under proposal 2 above. Although our board presently has no intention
of doing so, the authorized preferred shares could be used to
discourage or render more difficult certain takeover attempts of our
company through the issuance of a number of shares sufficient to
dilute the interests of a person seeking control or to increase the
total amount of consideration necessary for a person to obtain control
of our company.

Vote Required

The affirmative vote of a majority of the outstanding shares of common stock
entitled to vote is required to approve and adopt this proposal.

Board Recommendation

Our board of directors unanimously recommends that shareholders vote FOR the
adoption of the amendment of Article III of the Articles of Incorporation to
authorize 15,000,000 shares of preferred stock.

INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

Steven W. Aichle
Director of our bank since 1996
Director of our company since 2002
Chairman - Nominating Committee
Member - Audit, Executive and Executive Officer Compensation Committees

Dr. Aichle, 65, has been a business and civic leader in the community and
surrounding communities of our bank for the last 25 years. He founded Avocado
Animal Hospital, Fallbrook, California in 1974 and continues as
owner/veterinarian. Dr. Aichle is the Owner/Founder of Fallbrook Fine Art
Gallery since 1985.

Frank Basirico, Jr.
Director of our bank and company since 2008
Chief Executive Officer
Member - Executive Committee

Mr. Basirico, 54, is our bank's and company's Chief Executive Officer and
formerly was our bank's Senior Executive Vice President/Chief Credit Officer.
Prior to that, Mr. Basirico was our bank's Chief Administrative Officer. He
joined us in February 2006. From 1996 to 2006, he was Executive Vice
President/Senior Credit Officer at Citizens Business Bank, Ontario, California
and held the position of Credit Administrator from 1993 to 1996. Mr. Basirico
has held various other banking positions beginning in 1978.

Robert P. Beck
Director of our bank since 1996
Director of our company since 2002
Member - Audit, Executive, Executive Officer Compensation and Nominating
Committees

Dr. Beck, 64, opened practice in 1970 as the first dentist in Temecula,
California. In 2007, Dr. Beck sold his dental practice and retired. He consults
in this field and participates in dental outreach programs in Mexico. He has
been involved in the Chamber of Commerce and civic affairs throughout his years
in Temecula. Dr. Beck has been a member of Temecula Rotary Club for the last 24
years.

Neil M. Cleveland
Chairman of our bank and company since 2008
Director of our bank since 1996
Director of our company since 2002
Chairman - Stock Option Committee
Member - Executive Committee

Mr. Cleveland, 57, is involved in the brokerage, development, management and
consulting business relative to commercial and industrial real estate,
principally in Southern California. He has been the co-owner of Rancho Land
Associates since 1980.

Luther J. Mohr
Director of our bank since 1996
Director of our company since 2002
Member - Executive Committee

Mr. Mohr, 73, is retired and was Chief Operating Officer of our bank from 1996
to 2005 and of our company from 2002 to 2005. He was Senior Vice
President/Administrative Officer at Fallbrook National Bank, Fallbrook,
California from 1990 to 1995. At various times, Mr. Mohr was Senior Vice
President, Area Administrator, and Corporate Services Manager for Torrey Pines
Bank, Solana Beach, California from 1981 to 1990. He was Vice President/Manager
of the Fallbrook office 1977 to 1980 with Rancho Santa Fe Savings and Loan. Mr.
Mohr has held various other banking positions beginning in 1956.

Martin E. Plourd
Director of our bank and company since 2008
President /Chief Operating Officer
Member - Executive Committee

Mr. Plourd, 50, is our bank's President/Chief Operating Officer, formerly Senior
Executive Vice President and Community Banking Officer. He joined us in July
2005. Before July 2005, he was employed for 19 years with Valley Independent
Bank, California, most recently as Executive Vice President/Community Banking
beginning in 1986. Before Valley Independent Bank, Mr. Plourd was Assistant Vice
President with First Interstate Bank and Assistant Manager with Security Pacific
Bank.

EXECUTIVE OFFICERS

Our executive and other principal officers not listed as nominees above:

James W. Andrews
Senior Executive Vice President/Chief Credit Officer

Mr. Andrews, 59, became our bank's Senior Executive Vice President/Chief Credit
Officer during 2008 and, prior to that, he was our bank's Executive Vice
President/Real Estate Manager beginning in 2002. From 1996 to 2002, he was
Executive Vice President/Chief Credit Officer of Business Bank of California,
San Bernardino, California; he served as Executive Vice President/Chief Credit
Officer at International Savings Bank from 1992 to 1995. Mr. Andrews held
positions of Vice President/Assistant Portfolio Quality Manager, Senior Vice
President/Chief Internal Asset Review Officer; and Executive Vice
President/Chief Credit Officer at Great American Bank from 1987 to 1991. He held
various other banking positions 1972 to 1987.

David H. Bartram
Senior Executive Vice President/President of SBA Division

Mr. Bartram, 52, joined our bank as Senior Executive Vice President/President of
SBA Division on January 7, 2008. Mr. Bartram's tenure with our bank will
terminate upon the earlier of May 31, 2009 or when he becomes employed
elsewhere. Prior to joining our bank, and beginning in 1999, he served as
manager of the SBA division of US Bank and its 24 SBA business centers in 24
states.

Michael J. Curran
Executive Vice President/Chief Risk Officer

Mr. Curran, 47, is our bank's Executive Vice President/Chief Risk Officer. He
has been with us since June 2005. Mr. Curran was previously Financial
Institution Manager with the California Department of Financial Institutions
from 1987 to 2005. Mr. Curran has over 20 years of management and regulatory
experience in the financial industry.

Thomas P. Ivory
Senior Executive Vice President/East County Regional Manager

Mr. Ivory, 55, is our bank's Senior Executive Vice President/East County
Regional Manager, formerly Executive Vice President. He joined us in January
2001. From 1992 to 2001, he was Senior Vice President/Regional Manager at
Scripps Bank, El Cajon, California and from 1983 to 1991 he was Senior Vice
President at Grossmont Bank, El Cajon, California. Mr. Ivory has held various
other banking positions beginning in 1974.

Luke Matteson
Executive Vice President/Regional Manager

Mr. Matteson, 49, is our bank's Executive Vice President/Regional Manager who
joined us in April 2005. From 1990 to 2005, he was the Executive Vice
President/Regional Manager of First National Bank, formerly Capital Bank of
North County. From 1983 to 1990, he was Vice President/Manager of La Jolla Bank
& Trust. Mr. Matteson has held various other banking positions dating back to
1976.

Timothy S. McDougal
Executive Vice President/East County Manager

Mr. McDougal, 48, has been Executive Vice President /East County Manager of our
bank since July 2005 and served with our bank from January 2001 to July 2005 as
Senior Vice President. Mr. McDougal was Senior Vice President/Branch Manager at
Scripps Bank, El Cajon, California from 1992 to 2001 and with Security Pacific
Bank, Escondido, California from 1984 to 1987.

Donald A. Pitcher
Executive Vice President/Chief Financial Officer/Secretary

Mr. Pitcher, 59, has been Executive Vice President/Chief Financial
Officer/Secretary (formerly Senior Vice President) of our bank since 1996 and
Chief Financial Officer/Secretary of our company since 2002. He was Vice
President/Controller and Acting Chief Financial Officer/Secretary, Fallbrook
National Bank, Fallbrook, California from 1990 to 1996; and Vice
President/Controller from 1988 to 1990 at Torrey Pines Bank, Solana Beach,
California. Mr. Pitcher has held various other banking positions beginning in
1972.

Janice Stewart
Executive Vice President/Human Resources Director

Ms. Stewart, 56, has been with our bank since May 2005, most recently as
Executive Vice President/Human Resources Director. Ms. Stewart was previously
the Human Resources Director with Valley Independent Bank (acquired by Rabobank
in 2002) for 16 years from 1989 to 2005. From 1974 to 1989, Ms. Stewart held
various operations and loan servicing positions with Bank of America.

Scott J. Word
Executive Vice President/Senior Loan Officer

Mr. Word, 54, has been Executive Vice President/Senior Loan Officer of our bank
since 1996. Before joining us, Mr. Word was with North County Bank, Escondido,
California as Senior Vice President/Riverside County Business Banking Manager
from 1994 to 1996, Senior Vice President/Riverside County Regional Manager from
1992 to 1994, and Vice President/Manager from 1980 to 1992.

STATEMENT ON CORPORATE GOVERNANCE

Our boards of directors approve our corporate governance disclosures in our
proxy statement on an annual basis. These disclosures, in conjunction with our
Articles of Incorporation, bylaws and various board committee charters, codes
and policies, form the framework for governance of our bank and our company.
Each board believes that corporate governance is an evolving process and
periodically reviews and updates these components of corporate governance.

Our Board of Directors

The boards of both our company and our bank oversee our business and monitor the
performance of management. In accordance with corporate governance principles,
our boards do not involve themselves in day-to-day operations. Instead, they
provide policy guidance on the business and affairs of our bank and our company.
The directors keep themselves informed through, among other things, discussions
with our chief executive officer and our president (both of whom became company
and bank board members in December 2008), other key executives and our principal
advisors (legal counsel, outside auditors and other consultants), by reading
regulatory and other reports as well as other materials that we send them and by
participating in board and committee meetings. Annually, our board reviews our
strategic plan, major long-term objectives and all of our policies, codes and
charters. The role of our board includes:

o Monitoring overall corporate performance, the integrity of our
financial controls and the effectiveness of our legal compliance
programs;
o Selection and oversight of management;
o Selecting, advising and annually reviewing senior officer
compensation;
o Reviewing and adopting our long-term direction and approving specific
objectives;
o Taking steps to seek resources and capital, when available, to pursue
strategies and achieve objectives;
o Developing with management broad strategies for enhancing shareholder
value;
o Appointing committees as appropriate; and
o Providing oversight relative to the requests and requirements of our
regulators.

Director Independence

A majority of the directors of each of our bank and our company meet the
independence standards set forth in the corporate governance listing standards
of The NASDAQ Stock Market, Inc. ("NASDAQ"). The independent directors are
Steven W. Aichle, Robert P. Beck, Neil M. Cleveland and Luther J. Mohr.

There were no transactions, relationships or arrangements, pursuant to which our
bank either made or received payments necessitating a consideration of such
circumstances by our board in determining that the directors listed above are
independent under the NASDAQ independence standards.

Board Meetings; Board and Committee Meeting Attendance

The board of directors of each of our company and our bank met 12 times in
person for regular board meetings. During 2008, our bank held two special
meetings and one organizational meeting and our company held three special
meetings, one organizational and three special telephonic meetings during 2008.
No actions by written consent were taken during 2008. Each director attended at
least 75% of the total number of meetings of the board of directors and
committees on which he served of both our company and our bank.

Executive Sessions

The independent directors met three times during 2008 in an executive session
(one meeting of the independent board members and two executive audit committee
meetings), without members of management present. The Executive Officer
Compensation Committee met without the former chief executive officer and
without the current chief executive officer and current president present when
their compensation was considered.

Board Membership Criteria

Our board members should have the highest professional and personal ethics and
values, consistent with our core values. Members are selected based on their
character, judgment and business experience, as well as their ability to add to
our boards' existing strengths. They should be able to provide insights and
practical wisdom based on their experience and expertise; be committed to
enhancing shareholder value; and have sufficient time to effectively carry out
their duties. The minimum qualifications, qualities and skills that the
Nominating Committee and our board believe must be met for any director
candidate (including those that may be recommended by the Nominating Committee
and approved by our board) are as follows: 1) community banking board experience
or comparable experience; 2) an understanding of financial matters, including
the capability of reading and understanding a financial statement; and 3) an
ability to support us through expertise, business development or as otherwise
determined.

Term of Office

Directors serve for a one-year term or until their successors are elected. Our
board members do not have term limits. Instead, we prefer to rely upon the
evaluation procedures described herein as the primary method of ensuring that
each director continues to act in a manner consistent with the best interests of
our shareholders and our company.

Shareholder Communications to Our Board

Any shareholder can communicate with our board members by mailing or delivering
any such communication as follows: Temecula Valley Bancorp Inc., Attention:
Chairman of the Board, 27710 Jefferson Avenue, Suite A100, Temecula, California
92590. Any such communication will be reviewed by appropriate personnel and
promptly forwarded to our Chairman. Communications that relate to our
accounting, internal accounting controls or auditing matters will be referred to
the Chairman of the Audit Committee and should be addressed as follows: Temecula
Valley Bancorp Inc., Attention: Chairman, Audit Committee, 27710 Jefferson
Avenue, Suite A100, Temecula, California 92590.

Attendance at Shareholders Meetings

It is our policy that all our board members attend our shareholders meetings.
All of our board members attended the 2008 annual meeting except Dr. Aichle.

Committees

Our board has appointed a Nominating Committee, an Executive Committee, a Stock
Option Committee, an Audit Committee and an Executive Officer Compensation
Committee, among others. Pursuant to authority provided in the stock option
plans of our company and executive officer compensation policy of our bank, the
full board and, for certain executive officers, the Executive Officer
Compensation Committee performs, or participates in, the stock option tasks that
the Stock Option Committee might otherwise perform.

Nominating Committee. The members of the Nominating Committee were Steven W.
Aichle (Chairman), Robert P. Beck, George Cossolias and Richard W. Wright during
2008 and until March 2009 when Mr. Cossolias and Mr. Wright resigned. In March
2009, the Nominating Committee was reconstituted as follows: Steven W. Aichle
(Chairman), Robert P. Beck and Neil M. Cleveland. All of the members meet the
independence standards in accordance with the NASDAQ corporate governance
listing standards. The Nominating Committee Charter is available on our website
at the Investor Relations tab at www.temvalbank.com. The Nominating Committee
Charter, adopted by our board upon the recommendation of the Nominating
Committee, and in conjunction with our bylaws, provides that any nominee,
whether suggested by one of our shareholders or by a member of our board, will
receive the same consideration so long as the recommending shareholders
represent at least five percent of our outstanding voting securities, such
securities have been held for at least one year prior to the time of such
nomination and such nomination is made in accordance with the provisions of our
bylaws. In the event a nomination is made by holders of less than five percent,
holders that have held our stock for less than one year, or it is not made in
accordance with the requirements of our bylaws, our board is under no obligation
to consider the proposed candidate, but may do so in its sole discretion.

Our Nominating Committee and our board will consider candidates recommended by
our shareholders as soon as practical after the recommendation is received,
generally at the next scheduled Committee and board meeting, upon a written
submission of a list of the proposing shareholders showing ownership of at least
five percent of our outstanding voting securities, an indication of the length
of time the securities have been held by such shareholders and a determination
of compliance with the requirements of our bylaws, as specified above under
"When are shareholder proposals due?" The written submission must also include
the name of the person to be considered along with background information about
the person and a description of why the person's service on the board would be
beneficial to us and to our shareholders. All written submissions shall be
conveyed to us in the manner described above under "Shareholder Communications
to Our Board." The Nominating Committee did not receive (by a date not later
than the 120th calendar day before the date of our proxy statement released to
our shareholders in connection with our 2008 annual meeting) a recommended
nominee from any shareholder.

Other functions of the Nominating Committee include: reviewing and assessing
annually the performance of the Nominating Committee and the adequacy of the
Nominating Committee Charter and recommending any proposed changes to the board
for approval; overseeing the evaluation of the board members; recommending the
appropriate Committee structure, Committee assignments and any changes to such
assignments; and making periodic recommendations for improving the effectiveness
of our board and annually discussing with the board its effectiveness. There was
one meeting of the Nominating Committee in 2008.

Executive Committee. The Executive Committee may exercise all of the authority
of the board of directors during the intervals between meetings of our bank's or
our company's board of directors, except as otherwise required under law, the
articles of incorporation or bylaws and as otherwise determined by our board.
During 2008 and until December 2008, the members of the Executive Committee
were: Steven W. Aichle, Neil M. Cleveland, Luther J. Mohr and Stephen H.
Wacknitz and, as composed, they had no meetings in 2008. In December 2008, we
established a new executive committee composed of the following directors:
Steven W. Aichle, Frank Basirico, Jr., Robert P. Beck, Neil M. Cleveland, George
Cossolias, Luther J. Mohr and Martin E. Plourd. There was one meeting of the
newly constituted Executive Committee in December 2008. In March 2009, the
standing executive committee was eliminated.

Stock Option Committee. The Stock Option Committee or the full board have the
authority to administer our stock option plans, according to the terms of the
plans, including but not limited to, identification of stock option recipients
and specification of stock option terms. The Stock Option Committee members were
Neil M. Cleveland (Chairman) and Richard W. Wright during 2008 and until Mr.
Wright resigned in March 2009. Subsequent to Mr. Wright's resignation, the
members of the committee are: Robert P. Beck, Neil M. Cleveland (Chairman) and
Luther J. Mohr. The Stock Option Committee did not meet in 2008. All matters
that would normally come before that committee were performed by the full board
of directors of our company except that when stock options are considered for
our executive officers, our Executive Officer Compensation Committee makes
recommendations to the full board, and in the case of our former chief executive
officer/president and the current chief executive officer and current president,
they did not and do not participate in any manner in the discussions and
decisions relative to stock options that were considered for them.

Executive Officer Compensation Committee. Our bank's executive compensation
program is administered by the board of directors' Executive Officer
Compensation Committee, consisting entirely of independent directors. The
committee's decisions are recommended to the full board of our bank and are not
final until approved by a majority of our bank's board of directors. During 2008
and until March 2009, the members of the committee were Steven W. Aichle, Robert
P. Beck, George Cossolias (Chairman) and Richard W. Wright. Upon the
resignations of both Mr. Cossolias and Mr. Wright in March 2009, the members of
the committee were reconstituted as follows: Steven W. Aichle, Robert P. Beck
(Chairman), Neil M. Cleveland and Luther J. Mohr. For a further discussion of
the role of this committee see "COMPENSATION DISCUSSION AND ANALYSIS." There
were five meetings of the Executive Officer Compensation Committee in 2008. The
charter is available on our website at the Investor Relations tab at
www.temvalbank.com.

Audit Committee. The Audit Committee is composed of four members of our
company's board of directors who meet the independence standards in accordance
with the NASDAQ corporate governance listing standards and the rules and
regulations of the SEC. The Audit Committee selects our independent registered
public accounting firm and assists our board in its oversight of the integrity
of our financial statements. The Audit Committee oversees the performance of the
independent registered public accounting firm in their conduct of the audit. The
Audit Committee operates under a written charter recommended by the Audit
Committee and adopted by the board. The Audit Committee reviews and assesses the
adequacy of its charter annually. The charter is available on our website at the
Investor Relations tab at www.temvalbank.com.

During 2008 and until March 2009, our Audit Committee members were: Steven W.
Aichle, Robert P. Beck, George Cossolias (Chairman) and Richard W. Wright. Upon
the resignations of both Mr. Cossolias and Mr. Wright in March 2009, the members
of the committee were reconstituted as follows: Steven W. Aichle, Robert P. Beck
and Luther J. Mohr (Chairman). Our board of directors has determined that George
Cossolias and Luther J. Mohr qualify as "audit committee financial experts" as
that term is used in the rules and regulations of the SEC and as required in
accordance with the NASDAQ corporate governance listing requirements. There were
12 in-person meetings during 2008. There were three meetings of the Audit
Committee without management present during 2008. There were four telephonic
meetings with management, the Chairman of the Audit Committee and Crowe Horwath
LLP during 2008.

The Audit Committee meets with representatives of management, legal counsel and
our independent registered public accounting firm to further its understanding
of applicable laws, rules and regulations.

Report of the Audit Committee

The Audit Committee reports to and acts on behalf of our company's board by
providing oversight of the financial management, legal compliance programs,
independent auditors and financial reporting controls and accounting policies
and procedures of our company. Our company's management is responsible for
preparing the financial statements and systems of internal control and the
independent auditors are responsible for auditing those financial statements and
expressing an opinion as to whether the financial statements present fairly, in
all material respects, the financial position, results of operations and cash
flows of our company in conformity with generally accepted accounting
principles. The Audit Committee is responsible for overseeing the conduct of
these activities by our company's management and the independent auditors.

In this context, the Audit Committee and/or its Chairman has met and held
discussions with management and the internal and independent auditors.
Management represented to the Audit Committee that our company's consolidated
financial statements as of and for the fiscal year ended December 31, 2008 were
prepared in accordance with generally accepted accounting principles, and the
Audit Committee has reviewed and discussed the consolidated financial statements
with management and the independent auditors.

The Audit Committee has discussed with the independent auditors matters required
to be discussed by the applicable Auditing Standards as periodically amended
(including significant accounting policies, alternative accounting treatments
and estimates, judgments and uncertainties). In addition, the independent
auditors provided to the Audit Committee the written disclosures and letter
required by applicable requirements of the Public Company Accounting Oversight
Board regarding the independent accountant's communications with the Audit
Committee concerning independence and the Audit Committee and the independent
auditors have discussed the auditors' independence from our company and our
management, including the matters in those written disclosures. Additionally,
the Audit Committee considered the non-audit services provided by the
independent auditors and the fees and costs billed and expected to be billed by
the independent auditors for those services.

All of the non-audit services provided by the independent auditors and the fees
and costs incurred in connection with those services have been pre-approved by
the Audit Committee in accordance with the Audit and Non-Audit Services
Pre-Approval Policy, as adopted by the Audit Committee. When approving the
retention of the independent auditors for these non-audit services, the Audit
Committee has considered whether the retention of the independent auditors to
provide those services is compatible with maintaining auditor independence.

In reliance on the reviews and discussions with management and the independent
auditors referred to above, the Audit Committee believes that the non-audit
services provided by the independent auditors are compatible with, and did not
impair, auditor independence.

The Audit Committee has discussed with our company's internal and independent
auditors, their evaluations of our company's internal accounting controls and
the overall quality of our company's financial reporting.

In further reliance on the reviews and discussions with management and the
independent auditors referred to above, the Audit Committee recommended to our
company's board, and our board has approved, the inclusion of the audited
financial statements in our company's annual report on Form 10-K for the fiscal
year ended December 31, 2008, for filing with SEC. The Audit Committee also
approved the selection of our company's independent auditors.

Respectfully submitted by the members of the Audit Committee:

Steven W. Aichle Robert P. Beck George Cossolias Richard W. Wright
(Chairman)

COMPENSATION DISCUSSION AND ANALYSIS

Our bank's executive compensation program is administered by our board of
directors' Executive Officer Compensation Committee, consisting entirely of
independent directors, after consultation with our bank's chief executive
officer, other principal officers and outside sources, as deemed appropriate.
The committee's decisions are recommended to the full board of our bank and are
not final until approved by a majority of our bank's board of directors.

Executive Compensation Philosophy

Guiding Principles. During 2008, our compensation program continued to evolve
from a more discretionary system to a more systematic approach. We have just
begun reviewing all compensation packages with the goal of making them more
consistent throughout the organization. It continues to be our desire in
designing these programs to enable us to attract, motivate and retain quality
executive officers with a competitive and comprehensive compensation package. In
the design and administration of the executive compensation program, our
objectives continue to be to:

o link executive compensation rewards to increases in shareholder value,
as measured by positive long-term operating results and a continued
strengthening of our financial condition;
o provide financial incentives for executive officers to ensure that we
achieve long-term operating results and strategic objectives;
o correlate as closely as possible executive officers' receipt of
compensation with attainment of specific performance objectives;
o maintain a competitive mix of total executive compensation benefits,
with particular emphasis on awards related to increases in long-term
shareholder value; and
o facilitate stock ownership through the granting of stock options.

The Executive Officer Compensation Committee recommends to our bank's board of
directors the base salary of each executive officer. This committee is also
responsible for making recommendations concerning option grants to our executive
officers under the available stock option plans and reviewing all other
executive benefits. The committee's recommendations about compensation for the
performance of named executive officers take into account the views of our chief
executive officer. The committee also takes into account the compensation
policies and practices of other banks as well as published financial industry
salary surveys, particularly the survey published by the California Department
of Financial Institutions. Although the committee has not established a specific
comparison group for determination of compensation, those listed in the salary
surveys that share one or more common traits with us, such as asset size,
geographic location and financial returns on assets and equity, generally are
given more consideration.

Components of Executive Compensation

The executive compensation program consists of four primary components:

o base salary
o cash incentive bonuses
o other executive compensation benefits and arrangements, such as stock
option grants, nonqualified deferred compensation arrangements, salary
continuation programs and change of control severance arrangements
o benefits that are generally available to all employees, such as
contributions under our 401(k) retirement plan and life insurance
benefits under our bank's group-term life insurance plan.

We do not employ formulas to determine the relationship of one element of
compensation to another, nor do we determine the amount of one form of
compensation based on the amount of another form. For example, the number of
stock options granted to an executive is not necessarily influenced by change of
control benefits payable to the executive under an employment agreement.
However, the Executive Officer Compensation Committee is able to take into
account any factors it considers appropriate when the committee recommends the
amount of an executive's salary, incentive compensation, option awards or other
benefits. The committee's decisions are not ad hoc but they also are not
constrained by rigid decision-making procedures or specific formulas or
criteria, except in the case of compensation under plans or agreements that
specify particular formulas or criteria, such as formulas under certain
employment agreements. In late 2008, we began an overhaul of the process to a
more uniform approach. Those changes are in process and in the early stages of
transition.

Base Salary. Recommended annually by the Executive Officer Compensation
Committee to our bank's full board of directors, an executive's base salary is a
product of the committee's assessment of our financial performance and the
executive's performance, but the various elements of financial and management
performance are not weighted or assigned specific values. The base salary of the
chief executive officer is reviewed and recommended by the Executive Officer
Compensation Committee for approval by our bank's board, exclusive of the chief
executive officer, based upon the same criteria as other executive officers and
as provided in each particular employment agreement. For executives other than
the chief executive officer, the committee's assessment of the executive's
performance was based in large part on the chief executive officer's evaluation
of the executive's performance, which evaluation includes an assessment of the
executive's achievement of qualitative and quantitative personal and corporate
goals. We are transitioning to less reliance on the chief executive officer's
perspective and more emphasis on objective criteria and established formulas.
The committee's decision about an executive's salary also takes into account
salary surveys for executives with comparable experience and responsibilities.
The base salaries for Messrs. Andrews, Bartram, Basirico, Pitcher, Plourd and
Wacknitz placed them in the 3rd, 3rd, 3rd, 1st, 1st and 3rd quartile,
respectively, of the 2008 CBA Salary Survey for banks of $1 billion to $10
billion in asset size.

Cash Incentive Bonuses under Incentive Bonus Pool and SBA Programs. There were
no cash bonuses paid for performance during 2008 except to Mr. Bartram. Under
SEC rules, the annual cash incentive earned, if paid, is presented in the
Summary Compensation Table under "Non-Equity Incentive Plan Compensation." The
bonus paid to some officers is discretionary and for others the amount is fixed
in the employment agreement of the involved individual, subject to specified
performance standards. With the exception of Mr. Bartram, if bonuses had been
paid, the named executive officers would have participated in the bonus pool as
follows: (i) pursuant to his employment agreement, Mr. Andrews could have
received 75 basis points of pre-tax profit (net income of our company after
bonuses and before taxes) except for the first five months of 2008, it was 2.5%
of the pre-tax profits of the real estate industries group; (ii) pursuant to his
employment agreement, Mr. Bartram received $300,000, which was equal to the
greater of 4% of net operating earnings of our bank's SBA department and
$300,000; (iii) pursuant to his employment agreement, Mr. Basirico could have
received 75 basis points of pre-tax profit; (iv) pursuant to his employment
agreement, Mr. Pitcher could have received 40 basis points of pre-tax profit;
(v) Mr. Plourd's bonus amount could have been 25 basis points; and (vi) pursuant
to his employment agreement, Mr. Wacknitz could have received 5% of profits (net
income before taxes and bonuses). However, Mr. Wacknitz agreed to terminate his
employment agreement effective December 3, 2008 without requiring the payment of
any amounts under the agreement. Discretionary allocations of the bonus pool for
a particular year are based on objective and subjective performance criteria.
When allocating the bonus pool, the following are considered: the employees'
position with and contributions to our bank; and how well our bank has performed
relative to that individual's responsibilities. The amount of participation set
by written agreement is contingent upon specified performance factors and
generally was established at the time an individual was hired by our bank and
based upon market conditions at the time and a negotiated result in order to
allow employment of the performers in the industry.

Other Executive Compensation Benefits and Arrangements.

Options. Stock options granted under our 1996 Incentive and Nonqualified Stock
Option Plan (Employees) (now expired), 1997 Nonqualified Stock Option Plan
(Directors) (now expired) and 2004 Stock Incentive Plan are a vital piece of our
bank's total compensation package and are designed to give high value employees
and executive officers a longer-term stake in our company, act as a long-term
retention tool and align employee and shareholder interests.

Our stock ownership guidelines provide that any individual covered by our policy
may not purchase, sell or enter into any market transactions with respect to our
company's stock during any blackout period (the exercise of options is generally
not covered by this prohibition). A black-out period usually applies from the
eleventh business day of the last month of each fiscal quarter (March, June,
September and December) up to and including two full trading days after the
public release of our company's quarterly or annual financial results. In
addition to the regularly scheduled blackout periods, special black-out periods
apply to certain individuals when there exists material non-public information
about our company (such as major acquisitions and divestitures). The regular
board meeting schedule is set approximately a year in advance with board
meetings held monthly and the Executive Officer Compensation Committee meetings,
when required, generally held toward the end of the board meetings of our bank.
It is our policy not to grant options to executive officers during a period when
the trading window is closed or during any special blackout period, as provided
in our Trading Policy Statement and Compliance Procedures. Our Trading Policy
Statement and Compliance Procedures can be located on our website at
temvalbank.com, under the Investor Relations tab.

The Executive Officer Compensation Committee recommends the grant of stock
options primarily to reward prior performance but also to retain executive
officers and provide incentives for future performance. The size of the stock
option grant generally increases with the level of position. In determining the
amount, if any, of stock options granted to executive officers, the Executive
Officer Compensation Committee generally considers one or more of several
factors in recommending action to the full board, including: (i) our company's
financial and operating performance during the relevant period; (ii) achievement
of non-financial goals; (iii) the executive officer's contribution to our
company's success; (iv) the level of competition for executives with comparable
skills and experience; (v) a review of compensation for comparable positions
with comparator groups; and (vi) the total number of stock options granted to an
executive over the course of his or her career, together with the retentive
effect of additional stock option grants.

We have filed the plans as exhibits to our periodic filings and they are
available at www.sec.gov with all of our filings.

Retirement Benefits. We entered into individual salary continuation plan
agreements ("SCP") and split dollar agreements with various members of our
executive team, including the named executive officers, as indicated in the
following table:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
SCP December
Age SCP SCP Total 31, 2008 December December
on SCP Benefit Estimated Estimated SCP SCP Net 31, 2008 31, 2008 Employee
Record Retirement Per Remaining Remaining Accrual Accrual CSV* of Death Split $
Name Date Age Year Duration Benefit 2008 Balance BOLI Benefit Benefit
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------

J. Andrews 59 65 100,000 15 1,500,000 94,219 223,298 1,726,116 3,416,364 992,467
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
D. Bartram (1`) 52 65 100,000 15 1,500,000 35,580 35,580 1,909,220 4,735,533 992,467
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
F. Basirico 54 65 100,000 15 1,500,000 42,561 106,241 1,867,364 4,248,292 992,467
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
L. Mohr 73 70 90,000 6 570,000 30,052 475,062 (2) 1,489,312 2,128,395 475,602
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
D. Pitcher 59 65 100,000 15 1,500,000 91,789 356,438 1,342,530 2,673,278 992,467
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
M. Plourd 50 65 100,000 15 1,500,000 27,292 56,116 1,127,501 2,889,408 992,467
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
S. Wacknitz (3) 69 n/a 0 0 0 0 0 11,719,304 17,970,069 0
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------
All Participants (4) 10,920,000 (3,437,282) 1,462,761 30,998,865 62,316,062 7,706,549
- ------------------- ------- ---------- ------- ---------- --------- ---------- ------------ ---------- ---------- ---------

* Cash Surrender Value

(1) This plan will terminate upon Mr. Bartram's departure form our bank upon
the earlier to occur of his employment elsewhere or May 31, 2009.
(2) Net of $330,000 payments to Mr. Mohr. Mr. Mohr retired April 1, 2005 but
remained at our bank and our company as director.
(3) Both Wacknitz' SCPs and his split dollar agreement terminated effective
December 3, 2008.
(4) For BOLI, includes 16 participants, 7 of whom are no longer employed by our
bank. The SCP includes 8 participants. The split dollar includes 9
participants.

The agreements are intended to provide supplemental retirement income benefits.
The SCP accrual expense is offset by earnings on executive bank owned life
insurance ("BOLI"). The BOLI has a death benefit on the insured executive. This
death benefit provides split dollar life insurance for the beneficiary of the
insured, key man insurance for our bank and payoff of the cash surrender value
of the BOLI. Once employment terminates for a reason other than retirement,
disability or death, our bank is entitled to receive the full amount of the
payoff upon the death of the insured.

Benefits under a SCP are contingent upon a multitude of factors including the
vesting schedule, the reason for termination (retirement as opposed to a change
of control, for example) and the timing of the event giving rise to the payment,
which can be, in some instances, a one time lump sum payment at present value or
payments over a period of years.

Split dollar agreements provide that the officer and our bank split a death
benefit of the single premium BOLI. The split dollar value to the executive is
the maximum accrued balance while employed and the net present value of the
benefit after retirement. All the SCPs have an implicit 6% earnings rate. The
SCPs vest five years after inception of the agreement. On a change of control,
the SCPs for Mr. Mohr and Mr. Pitcher have a lump sum payment of (1) the split
dollar value before retirement or (2) the accrual balance after retirement.

Benefits Generally Available to All Employees and Other Perquisites. Neither our
bank nor our company maintains a defined benefit or actuarial plan providing
retirement benefits for officers or employees based on actual or average final
compensation. Our bank provides certain perquisites to executive officers which
have been identified in the narrative notes to the Summary Compensation Table.
Executive officers are eligible to participate in all of our employee benefit
plans, such as medical, dental, vision, group life, long-term disability and
accidental death and dismemberment insurance as well as our 401(k) and ESOP
plan.

Accounting and Tax Treatment. Our company has adopted the accounting rules which
require us to expense the costs of stock-based compensation in our financial
statements. As such, we began recording stock-based compensation expense in the
income statement in the 1st quarter of 2006 for all stock-based awards vesting
after December 31, 2005. The fair value of each award is estimated on the date
of grant, using the Black-Scholes option pricing model. Once the fair value of
each award is determined, it is expensed in the income statement over the
vesting period. The expense is associated with all options, whether they are for
executives, nonexecutives or directors. The expense is non-cash, with an
offsetting credit to capital.

The qualifying compensation regulations issued by the Internal Revenue Service
under Internal Revenue Code Section 162(m) provide that no deduction is allowed
for applicable employee remuneration paid by a publicly held corporation to a
covered employee to the extent that the remuneration exceeds $1.0 million for
the applicable taxable year, unless specified conditions are satisfied. Salary
and bonus amounts deferred by executives are not subject to Section 162(m).
Currently, remuneration is not expected to exceed $1.0 million for any employee.
Therefore, we do not expect that compensation will be affected by the qualifying
compensation regulations.

Summary Compensation Table

The following table shows the compensation paid by our bank for the fiscal years
indicated to our former chief executive officer/president, our current chief
executive officer, our chief financial officer and the next three most highly
compensated executive officers (our named executive officers) as of December 31,
2008. For a more complete understanding of the table, please read the narrative
disclosures that follow the table:

- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------
A B C D E F G H I

Change in
SCP Value
and
Non-Equity Nonqualified
Option Incentive Deferred All Other
Salary Awards Plan Compensation Compensation Directors Total
Name and Principal Year ($) ($) Compensation Earnings ($) Fees ($)
Position ($) ($) ($)
- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------

Frank Basirico, Jr. 2008 275,625 70,760 0 42,561 21,556 0 410,502
Chief Executive Officer 2007 262,500 49,728 204,124 37,974 36,516 n/a 590,842
- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------
Donald A. Pitcher 2008 189,000 24,526 0 91,789 22,164 n/a 327,479
EVP/CFO/Secretary 2007 180,000 22,469 102,062 84,754 31,051 n/a 420,336
2006 165,000 58,964 105,000 47,220 23,705 n/a 399,889
- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------
James W. Andrews
SEVP/Chief Credit 2008 256,667 22,437 0 94,219 21,437 n/a 394,760
Officer
- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------
David H. Bartram 2008 384,250 43,507 300,000 35,580 120,849 884,186
SEVP/President of SBA n/a
- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------
Martin E. Plourd 2008 187,800 40,765 0 32,141 15,345 276,051
SEVP/President/Chief 0
Operating Officer
- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------
Stephen H. Wacknitz 2008 518,179 65,669 0 58,508 48,754 27,250 718,360
Former CEO/Pres/Chairman 2007 500,000 151,768 1,059,308 1,225,160 120,543 27,000 3,083,779
2006 400,000 148,438 1,566,556 399,043 116,064 24,850 2,654,951
- ------------------------- ------- ---------- --------- --------------- -------------- -------------- ----------- -----------

Salary (Column C)

The amounts reported in column C represent base salaries paid to each of the
named executive officers for fiscal 2008, including salary deferred under
non-qualified deferred compensation plans.

Option Awards (Column D)

The amounts reflected in column D represent the dollar amount of stock option
awards recognized for each of the named executive officers as compensation costs
for financial reporting purposes (excluding forfeiture assumptions) in
accordance with the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 123R (revised 2004), Share-Based Payment, (FAS 123R)
for the years indicated. Under FAS 123R, the fair value of each stock option
award is estimated on the grant date using the Black-Scholes option valuation
model based upon the assumptions noted in the following table. The expected life
of an option is determined using historical data. Prior to 2006, expected
volatility was based on a one-year weekly historical volatility rate. Starting
in 2006, expected volatility represents a four-year daily historical average
volatility rate. The risk-free rate is based on the U.S. Treasury yield curve
associated with the expected option life in effect at the time of grant.

Black-Scholes Assumptions
2008 2007 2006 2005 2004
------------- ------------- ------------- ------------- -------------

Dividend yield 2.00% 0.00% 0.00% 0.00% 0.00%
Expected volatility 43.59% 36.72% 29.29% 24.30% 27.90%
Risk free interest rates 2.74% 4.76% 4.39% 4.36% 3.61%
Expected option life 4 yrs 4 yrs 4 yrs 5 yrs 5 yrs
Weighted-average fair value per share $ 2.66 $ 6.10 $ 7.06 $ 5.90 $ 5.07

The fair value of stock option awards is expensed over the vesting period, which
for ISOs is three years and for NSOs, the vesting is immediate upon grant. For
all of the named executive officers except Mr. Wacknitz, the three-year vesting
period applies. Therefore, the 2008 compensation costs recognized for all of the
named executive officers except Mr. Wacknitz includes compensation expenses
related to option grants from years prior to 2008. None of the named executive
officers forfeited any stock option awards in 2008 except that 188,114 vested
options of Mr. Wacknitz' options expired on March 3, 2009 and 18,608 unvested
options were forfeited on December 3, 2008.

Determination of stock awards and certain terms and conditions of the stock
options are described in the section entitled "COMPENSATION DISCUSSION AND
ANALYSIS."

Non-Equity Incentive Plan Compensation (Column E)

The amounts reported in column E represent the aggregate dollar value for each
of the named executive officers of the annual performance bonus for calendar
years indicated. In 2008, no bonuses were paid to any of the named executive
officers except Mr. Bartram. Pursuant to Mr. Bartram's agreement, his bonus was
a minimum amount of $300,000. Bonus payments to the other named officers are
based upon the earnings performance of our bank and therefore no bonuses were
paid for performance in 2008. In 2007, the annual performance bonuses were
previously approved as established percentages of certain performance factors.
In 2006, the annual performance bonuses were either previously approved as
established percentages of certain performance factors or allocated from a bonus
pool of approximately 10% of net income before taxes and the bonus accrual bonus
pool, as recommended by the Executive Officer Compensation Committee and
approved by at least a majority of our board of directors. The bonus payments
for each year were paid in the immediately following year. The established
performance ratios and the bonus pool are discussed in more detail in the
section entitled "Compensation Discussion and Analysis."

Change in SCP Value and Non-Qualified Deferred Compensation Earnings (Column F)

The amounts representing change in SCP value reported in column F were generated
by the combination of increases in the accrued SCP benefit and earnings on
non-qualified deferred compensation. Accrued SCP benefits for each of the named
executive officers were calculated based on the annual retirement payment,
number of years until retirement, and the number of years of retirement
payments. The discount rate used to calculate present values was 6.00% as of
each year-end in the table.

All Other Compensation (Column G)

The amounts reported in column G represent the aggregate dollar amount for
personal use of bank-owned automobile, payment for unused vacation, our
contributions to the 401(k) plan, employer payments of life insurance premiums,
fitness dues and the value of the split dollar BOLI benefit. The following table
shows the specific amounts required to be reported individually and all amounts
included in column G of the Summary Compensation Table for fiscal year 2008.

- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------

Split
Use of Paid Employer Automobile Dollar Signing
Bank-owned Vacation Pay 401K Match Allowance Value of Bonus Fitness Total
Name Auto ($) ($) (1) ($) (2) BOLI ($) ($) ($) (3)
($) ($)
- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------

James W. Andrews 4,023 0 6,900 4,500 6,014 0 0 21,437
- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------
David Bartram 0 0 6,900 12,000 1,941 100,008 0 120,849
- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------
Frank Basirico Jr. 6,533 0 6,900 4,500 3,623 0 0 21,556
- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------
Donald A. Pitcher 4,250 0 6,900 5,000 6,014 0 0 22,164
- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------
Martin E. Plourd 1,401 0 6,803 4,500 2,283 0 358 15,345
- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------
Stephen H. Wacknitz 1,974 39,575 6,900 0 0 0 305 48,754
- ----------------------- ------------- ------------- ------------- ------------ ------------- ----------- ------- -------------

(1) Previously, our 401(k) plan provides a matching contribution of 100%
up to 3% of compensation for employees. This was changed effective
January 1, 2009 to provide 50% up to 4%. Compensation covered under
this plan is limited by the IRS to $230,000 in 2008. The maximum
employer match for 2008 for any one employee was $6,900.

(2) As a cost saving measure, in the third quarter of 2008, all bank owned
automobiles, except the automobile used by Mr. Wacknitz, were returned
to our bank and sold. Each executive that returned a bank owned auto
instead received a $1,000 per month car allowance. Mr. Bartram did not
have a bank owned automobile but did receive $1,000 per month car
allowance for all of 2008.

(3) Under SEC Rules, we are required to identify, by type, all perquisites
and other personal benefits for a named executive officer if the total
value for that individual equals or exceeds $10,000, and to report and
quantify each perquisite or personal benefit that exceeds the greater
of $25,000 or 10% of the total amount for that individual. All the
amounts that are required to be reported are contained in the tables
in this report.

Total Compensation (Column I)

The amounts reported in column I are the sum of columns C through H for each of
the named executive officers. All compensation amounts reported in column I
include amounts paid and amounts deferred.

GRANTS OF PLAN-BASED AWARDS

The following table provides information about estimated payouts under
non-equity incentive plans and option awards made to each named executive
officer for 2008. For a complete understanding of the table, please read the
narrative disclosures that follow the table.

- ------------------------ ------------------------------------- -----------------------------------------------
A B
Non-Equity Incentive Plan Awards Option Awards
------------------------------------- -----------------------------------------------
Exercise Closing Total
Number of or Base Market Grant
Securities Price of Price on Date Fair
Underlying Option Grant Value of
Estimated Possible Payouts Under Options Awards Date Option
Non-Equity Incentive Plan Awards (#) ($/Sh) ($/Sh) Awards ($)
------------------------------------- ------------ ----------- ---------- -----------
Threshold Target Maximum
Name ($) ($) ($)
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------

Current
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------
J. Andrews (1) 0 --- --- 10,000 11.00 11.00 32,630
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------
D. Bartram (2) 300,000 --- --- 40,000 11.00 11.00 130,520
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------
F. Basirico (3) 0 --- --- 10,000 11.00 11.00 32,630
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------
D. Pitcher (4) 0 --- --- 10,000 11.00 11.00 32,630
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------
M. Plourd (5) 0 --- --- 10,000 11.00 11.00 32,630
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------
Former
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------
S. Wacknitz 0 --- --- 15,000 7.35 7.35 39,240
- ------------------------ --------------- -------- ------------ ------------ ----------- ---------- -----------

(1) .75% of our company's net income before tax and bonus accrual
(2) 4% of our SBA division's net operating profits or 300,000, whichever is
greater
(3) .75% of our company's net income before tax and bonus accrual
(4) .40% of our company's net income before tax and bonus accrual
(5) 75% of Mr. Plourd's base salary maximum based on five threshold tests
(effective January 1, 2009)
(6) Mr. Wacknitz' employment terminated on December 3, 2008

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Columns under
A)

The threshold column reflects the actual amount paid in March 2009 for bonus
amounts earned in 2008. We do not estimate the ranges of payouts under our
annual bonus plans, as described in the section titled "Cash Incentive Bonuses
under Incentive Bonus Pool and SBA Programs" in "COMPENSATION DISCUSSION AND
ANALYSIS."

Option Awards (Columns under B)

The 5th and 6th columns report the number of shares of common stock underlying
options granted in 2008 and corresponding per-share exercise prices. In all
cases, the exercise price was equal to the closing market sales price of our
common stock on the trading day immediately preceding the grant. The 8th column
reports the aggregate FAS 123R value of all awards made in 2008. Unlike the
Summary Compensation Table, the values reported here are not apportioned over
the service or vesting period. The stock options granted to the named executive
officers in 2008 have ten-year terms and vest in equal increments on each of the
first, second and third anniversaries of the date of the grant except that the
options granted to Mr. Wacknitz vested immediately. These stock options have no
express performance criteria other than continued employment or service on the
board. However, options have an implicit performance criterion because they have
no value to the executive unless and until our company's stock price exceeds the
exercise price.

Employment Agreements. Our bank entered into an employment agreement with Mr.
Andrews ("Andrews Agreement") effective June 1, 2002, which was amended twice,
once on November 24, 2004 and a second time on March 10, 2008. Under the Andrews
Agreement, the initial base salary was $150,000, which could be increased in the
discretion of our board of directors, upon the recommendation of the Executive
Officer Compensation Committee. For the first two quarters of 2008, Mr. Andrews'
annual base salary was $231,000. Mr. Andrews' bonus for 2008 was to be 2.5% of
pre-tax profits of the real estate industries group if certain performance
standards were met and severance of 6 months of base salary upon termination
without cause. The Andrews Agreement also provided for the use of a bank-owned
automobile, group medical benefits and participation in our bank's other benefit
plans and a golf club membership not to exceed $500 per month. We entered into a
new agreement with Mr. Andrews effective June 1, 2008 that calls for a base
salary of $275,000, a bonus equal to 75 basis points of pre-tax profits, $1,000
per month car allowance, group medical benefits and participation in our bank's
other benefit plans and club dues at $500 per month. If Mr. Andrews is otherwise
terminated by our bank without cause, subject to legal restrictions, Mr. Andrews
would be entitled to receive one year of base salary paid over 12 months.

Our bank entered into an employment agreement with Mr. Bartram ("Bartram
Agreement") effective November 19, 2007. Under the Bartram Agreement, the
initial base salary was $390,000 and the bonus was equal to the greater of 4% of
net operating earnings of our bank's SBA department or $300,000. In addition,
the Bartram Agreement provided for a signing bonus of $100,008, an auto
allowance of $1,000 per month, group medical benefits and participation in our
bank's other benefit plans, 40,000 stock options and vesting of the options upon
a change of control. Mr. Bartram received a salary continuation plan in
accordance with the Bartram Agreement. If Mr. Bartram was terminated without
cause or within six months before or after a change of control, he would have
been entitled to receive one year of base salary paid over 12 months. Due to
strategic business decisions, Mr. Bartram's employment agreement with our bank
will mutually terminate at the earlier to occur of May 31, 2009 or the date by
which Mr. Bartram becomes employed elsewhere ("Termination Date"). Pursuant to
the mutual termination agreement dated January 12, 2009, Mr. Bartram will
receive his base salary until the Termination Date along with a $1,000 per month
automobile allowance and participation in the standard plans of our bank.

Our bank entered into an employment agreement with Mr. Basirico ("Basirico
Agreement") effective February 10, 2006 which was amended once effective July 1,
2007. Under the Basirico Agreement, the initial base salary of $250,000 could be
increased in the discretion of our board of directors, upon the recommendation
of the Executive Officer Compensation Committee. For 2007, Mr. Basirico's base
salary was $262,500 and, for 2008, Mr. Basirico's annual base salary was
$275,625. This was increased to $290,000, effective January 1, 2009, as a result
of Mr. Basirico's becoming our chief executive officer in December 2008.
Further, Mr. Basirico was entitled to receive a bonus of 1.00% of pre-tax net
income of our company if certain performance standards were met; however, by an
amendment of the Basirico Agreement effective July 1, 2007, this amount was
reduced to 0.60% for the last six months of 2007, and increased to 0.75%
effective January 1, 2008. In addition, the Basirico Agreement provides for the
use of a bank-owned automobile (he now receives a car allowance of $1,000 per
month in lieu of the car), group medical benefits and participation in our
bank's other benefit plans. All of Mr. Basirico's unvested options will
accelerate and vest upon a change of control. Mr. Basirico received a salary
deferment program and a salary continuation plan in accordance with the Basirico
Agreement. If Mr. Basirico is terminated without cause or for good reason by Mr.
Basirico, within six months before a change of control or one year after a
change of control, subject to legal restrictions, he would be entitled to
receive the lesser of $1,000,000 or two years of base salary plus a bonus amount
equal to the amount of his last two bonus payments (averaged and paid over 120
months). If Mr. Basirico is otherwise terminated without cause, subject to legal
restrictions, he would receive 12 months of base salary paid over 12 months.
Upon death or permanent disability, any change of control termination payments
or the other termination payments only partially paid at the time of such event
would be paid in a lump sum.

Our bank entered into an employment agreement with Mr. Pitcher ("Pitcher
Agreement") effective December 4, 2006. Under the Pitcher Agreement, the initial
base salary was $170,000, which may be increased in the discretion of our board
of directors, upon the recommendation of the Executive Officer Compensation
Committee. For 2008, Mr. Pitcher's base salary was $189,000. By an amendment of
the Pitcher Agreement effective July 1, 2007, Mr. Pitcher is entitled to receive
a bonus of 0.4% of pre-tax net income of our company if certain performance
standards are met. Prior to the amendment, the amount of Mr. Pitcher's bonus was
discretionary. In addition, the Pitcher Agreement provides for a salary
continuation agreement, the use of a bank-owned and maintained automobile (he
now receives a car allowance of $1,000 per month in lieu of the car), group
medical benefits and participation in our bank's other benefit plans. All of Mr.
Pitcher's unvested options will accelerate and vest upon a change of control. If
Mr. Pitcher is terminated without cause or within six months of a change of
control, he would be entitled to receive one year of base salary, a bonus amount
equal to the amount of his last bonus and medical and dental benefits for one
year, with the cash payments payable over 12 months.

Mr. Plourd has been employed by our bank since July 2005 without a written
employment agreement. However, for 2008, Mr. Plourd's base salary was $189,000.
We entered into a written agreement with Mr. Plourd effective January 1, 2009
("Plourd Agreement"), subsequent to Mr. Plourd's becoming the president of our
bank and our company in December 2008. Under the Plourd Agreement, the initial
base salary is $250,000, which may be increased in the discretion of our board
of directors, upon the recommendation of the Executive Officer Compensation
Committee. Further, Mr. Plourd is entitled to receive a maximum annual bonus of
75% of his base salary as of December 31 each year if certain performance
standards are met. Prior to entering into the Plourd Agreement, the amount of
Mr. Plourd's bonus was discretionary. In addition, the Plourd Agreement provides
for a 50,000 stock option, a salary continuation agreement, a deferred
compensation plan, a car allowance of $1,000 per month, group medical benefits
and participation in our bank's other benefit plans. All of Mr. Plourd's
unvested options will accelerate and vest upon a change of control. If Mr.
Plourd is terminated without cause or within six months of a change of control,
subject to legal restrictions, he would be entitled to receive one year of base
salary, a bonus amount equal to the amount of his last bonus and medical and
dental benefits for one year, with the cash payments payable over 12 months.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2008

The following information addresses the named executive officers and options
outstanding as of December 31, 2008. The option exercise price is rounded to the
nearest cent.

- --------------------- --------------- --------------- ----------- ------------
Option
Name Unexercised # Unexercised # Exercise Option
That Are That Are Price Expiration
Exercisable Unexercisable ($) Date
- --------------------- --------------- --------------- ----------- ------------
J. Andrews 22,143 (1) 0 5.60 6/1/2012
J. Andrews 15,000 (2) 0 15.25 7/6/2014
J. Andrews 5,000 (3) 0 19.75 6/22/2015
J. Andrews 3,332 (4) 1,668 (5) 22.19 2/1/2016
J. Andrews 0 10,000 (6) 11.00 1/30/2018
- --------------------- --------------- --------------- ----------- ------------
D. Bartram 0 40,000 (7) 11.00 1/30/2018
- --------------------- --------------- --------------- ----------- ------------
F. Basirico 13,332 (8) 6,668 (10) 20.98 3/1/2016
F. Basirico 3,333 (9) 6,667 (11) 17.11 7/25/2017
F. Basirico 0 10,000 (12) 11.00 1/30/2018
- --------------------- --------------- --------------- ----------- ------------
D. Pitcher 10,000 (13) 0 11.00 11/19/2013
D. Pitcher 15,000 (14) 0 15.25 7/6/2014
D. Pitcher 5,000 (15) 0 19.75 6/22/2015
D. Pitcher 1,666 (16) 3,334 (17) 17.11 7/25/2017
D. Pitcher 0 10,000 (18) 11.00 1/30/2018
- --------------------- --------------- --------------- ----------- ------------
M. Plourd 20,000 (19) 0 22.30 7/27/2015
M. Plourd 1,667 (20) 3,334 (21) 17.11 7/25/2017
M. Plourd 0 10,000 (22) 11.00 1/30/2018
- --------------------- --------------- --------------- ----------- ------------
S. Wacknitz 40,000 (23) 0 3.40 3/3/2009
S. Wacknitz 20,000 (23) 0 2.76 3/3/2009
S. Wacknitz 20,000 (23) 0 2.34 3/3/2009
S. Wacknitz 20,000 (2(3)) 0 2.62 3/3/2009
S. Wacknitz 20,000 (2(3)) 0 9.35 3/3/2009
S. Wacknitz 10,000 (2(3)) 0 12.96 3/3/2009
S. Wacknitz 10,000 (2(3)) 0 16.79 3/3/2009
S. Wacknitz 13,114 ((23)) 0 15.25 3/3/2009
S. Wacknitz 20,000 ((2)3) 0 17.11 3/3/2009
S. Wacknitz 15,000 ((2)3) 0 7.35 3/3/2009
- --------------------- --------------- --------------- ----------- ------------

(1) 8,810 vested June 1, 2004; 13,333 vested June 1, 2005
(2) 5,000 vested July 6, 2005; 5,000 vested July 6, 2006; 5,000 vested July 6,
2007
(3) 1,333 vested June 22, 2006; 1,333 vested June 22, 2007; 1,334 vested June
22, 2008

(4) 1,666 vested February 1, 2007; 1,666 vested February 1, 2008
(5) 1,668 vest February 1, 2009
(6) 3,333 vest January 30, 2009; 3,333 vest January 30, 2010; 3,334 vest
January 30, 2011
(7) 13,333 vest January 30, 2009; 13,333 vest January 30, 2010; 13,334 vest
January 30, 2011
(8) 6,666 vested March 1, 2007; 6,666 vested March 1, 2008
(9) 3,333 vested July 25, 2008
(10) 6,668 vest March 1, 2009
(11) 3,333 vest July 25, 2009; 3,334 vest July 25, 2010
(12) 3,333 vest January 30, 2009; 3,333 vest January 30,2010; 3,334 vest January
30, 2011
(13) 3,333 vested November 19, 2004; 3,333 vested November 19, 2005; 3,334
vested November 19, 2006
(14) 5,000 vested July 6, 2005; 5,000 vested July 6, 2006; 5,000 vested July 6,
2007
(15) 1,666 vested June 22, 2006; 1,666 vested June 22, 2007; 1,668 vested June
22, 2008
(16) 1,666 vested July 25, 2008
(17) 1,666 vest July 25, 2009; 1,668 vest July 25, 2010
(18) 3,333 vest January 30, 2009; 3,333 vest January 30, 2010; 3,334 vest
January 30, 2011
(19) 6,666 vested July 27, 2006; 6,666 vested July 27, 2007; 6,668 vested July
27, 2008
(20) 1,666 vested July 25, 2008
(21) 1,666 vest July 25, 2009; 1,668 vest July 25, 2010
(22) 3,333 vest January 30, 2009; 3,333 vest January 30, 2010; 3,334 vest
January 30, 2011
(23) Expired March 3, 2009

OPTION EXERCISES (2008)

The following table provides information concerning the exercises of stock
options during fiscal year 2008 on an aggregated basis for each of the named
executive officers.

--------------------- -----------------------------------------
Option Awards
-----------------------------------------
Name Number of Shares Value Realized
Acquired on Exercise on Exercise
(#) ($)
--------------------- ---------------------- ------------------
J. Andrews 0 0
--------------------- ---------------------- ------------------
D. Bartram 0 0
--------------------- ---------------------- ------------------
F. Basirico 0 0
--------------------- ---------------------- ------------------
D. Pitcher 0 0
--------------------- ---------------------- ------------------
M. Plourd 0 0
--------------------- ---------------------- ------------------
S. Wacknitz 0 0
--------------------- ---------------------- ------------------

NONQUALIFIED DEFERRED COMPENSATION (2008)

We have entered into individual deferred compensation agreements with various
members of our executive team. Our bank has two deferred compensation plans.
Participation in the deferred compensation plans is limited to executives with
the position of executive vice president or above.

The original Temecula Valley Bank deferred compensation plan offered an earnings
rate of 10% on the outstanding balance of deferred compensation and earnings.
All of the participants, except Mr. Wacknitz, agreed to reduce the rate of
interest to 5% per annum and that our bank may, in its sole discretion, adjust
the interest rate on an annual basis upon the recommendation of the chief
executive officer or chief financial officer and that any such adjustment should
take into consideration all relevant factors, including performance of our
bank's BOLI portfolio. The plan is closed to new participants. The four
participants in the old plan are Messrs. Wacknitz, Ivory, Matteson and Plourd.

The newer deferred compensation plan is administrated by The Principal Financial
Group. On June 28, 2006, our bank adopted the Executive Nonqualified Excess Plan
(the "Executive Nonqualified Plan") and related documents. The Executive
Nonqualified Plan is an unfunded, nonqualified deferred compensation plan
intended to comply with the requirements of Section 409A of the Internal Revenue
Code and regulations promulgated thereunder, and will apply to amounts deferred
after January 1, 2005, and to amounts deferred under the terms of any
predecessor plan which were not earned and vested before January 1, 2005.

The purpose of both of our plans is to encourage selected key managerial
employees to maintain their employment with our bank by providing retirements
benefits for them, and pre-retirement death benefits for their survivors. The
key managerial employees of our bank eligible to participate in the Executive
Nonqualified Plan are determined in the sole discretion of our board of
directors. The plan started July 1, 2006. As of December 31, 2008, there are
four participants in the plan. For both plans, all deferred compensation and
earnings on these funds are kept at our bank. The earnings are expensed by our
bank as incurred.

The following table provides information with respect to our bank's defined
compensation deferral plans for each of the named executive officers for 2008.
For a complete understanding of the table, please read the narrative disclosures
that follow the table.

- ------------------- --------------- --------------- ------------ -------------- ------------
1 2 3 4 5 6

Executive Employer Aggregate Aggregate
Contributions Contributions Earnings Aggregate Balance at
in 2008 in 2008 in 2008 Withdrawals Year End
Name ($) ($) ($) ($) ($)
- ------------------- --------------- --------------- ------------ -------------- ------------

J. Andrews 0 0 0 0 0
- ------------------- --------------- --------------- ------------ -------------- ------------
D. Bartram 0 0 0 0 0
- ------------------- --------------- --------------- ------------ -------------- ------------
F. Basirico 0 0 0 0 0
- ------------------- --------------- --------------- ------------ -------------- ------------
D. Pitcher 0 0 0 0 0
- ------------------- --------------- --------------- ------------ -------------- ------------
M. Plourd 60,058 0 4,849 0 137,581
- ------------------- --------------- --------------- ------------ -------------- ------------
S. Wacknitz 183,333 0 58,508 0 756,931
- ------------------- --------------- --------------- ------------ -------------- ------------

Executive Contributions in Last Fiscal Year (Column 1)

The amounts reported in column 2 include amounts deferred in the last fiscal
year under the two compensation plans.

Employer Contributions in Last Fiscal Year (Column 2)

These plans do not contain provisions for employer contributions.

Aggregate Earnings in Last Fiscal Year (Column 4)

The amounts reported in column D include earnings on the deferred compensation
plans. These amounts are also included in column F of the Summary Compensation
Table for the years provided.

Aggregate Balance at Last Fiscal Year-End (Column 6)

The amounts reported in column 6 include the full balance at December 31, 2008
and includes prior year(s) deferrals and earnings.

Under the Executive Non-Qualified Deferral Program, certain executives are
eligible to defer up to 100% of base salary and 100% of performance bonus.
Distribution of amounts are payable in lump sum for death, disability, change of
control and separation from service other than retirement. On retirement, the
payments may be lump sum or annual installments up to ten years.

No withdrawals or distributions were made to any of the named executive officers
under either of our non-qualified deferred compensation plans in 2008.

Potential Payments Upon Termination or a Change of Control. Change of
control/severance arrangements are provided for our executives, if at all, in
their individual employment agreement with our bank and salary continuation
agreements, and are generally part of the negotiation process utilized in order
to employ and retain talented individuals. See specific employment agreement
terms of our named executive officers above, a discussion of salary continuation
agreements above and a table that estimates the change of control benefits which
follows. This illustration is based on a hypothetical change of control of our
company occurring after the close of business on December 31, 2008 and the
assumption that each executive's employment terminates on that date. The purpose
of this table is to provide a means to estimate the value of the executives'
contract rights - summarized elsewhere in this proxy statement - that arise or
that are enhanced because of a change of control. For example, the table does
not take account of premium price, if any, payable by an acquirer for the stock
held by our shareholders, including the substantial number of shares of our
company's common stock held by the named executive officers. Like other
shareholders, the named executive officer officers would profit from sale of
their shares to an acquirer at a premium. However, that is a potential benefit
shared equally by all shareholders and, therefore, the potential value of that
premium is not taken into account in the table. For the same reason, the table
does not take account of the value of stock options that are fully vested and
exercisable. Although the vested options would be more valuable if a change of
control premium yields an increase in the value of our company's shares, the
change of control itself does not affect the contract rights associated with the
stock options because those options have already become fully vested. The table
does, however, include the value of stock options that become vested on an
accelerated basis because of the change of control, with value measured as the
difference between the option exercise price and the hypothetical change of
control price, also known as the spread value. Consistent with SEC disclosure
rules, the hypothetical change of control price is the closing price of our
company stock on the last trading day of 2008, which was $0.94 on December 31,
2008.

- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------

Spread Value of
Estimated Present Value Options that
of Continued Life, become Vested Change Of
Lump Sum Cash Health and Disability and Exercisable Control
Payment under Benefits, Continuing on an Benefit under
Lump Sum Cash Salary for 24 Months or Longer Accelerated the Executive
Payment under Continuation after Employment Basis because of Deferred
Employment Agreements Termination under the the Change Of Compensation
Ame Agreement(s) ($) ($) Terms of the Agreements Control Agreement(5)
- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------

J. Andrews 275,000(1) 223,298 --- 0 0
- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------
D. Bartram 390,000 35,580 --- 0 0
- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------
F. Basirico 784,124(2) 106,241 --- 0 0
- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------
D. Pitcher 189,000(3) 992,467 --- 0 0
- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------
M. Plourd 0(3) (4) 56,116 --- 0 137,581
- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------
S. Wacknitz 0(6) --- 0 756,931(7)
- ---------------- ----------------- ------------------- ------------------------- ------------------ ----------------

(1) Entitled to payment upon termination without cause but not specifically in
connection with a change of control
(2) 2x base salary plus the average of last two bonus payments x 2
(3) Base salary plus amount of annual bonus most recently received for the most
recent bonus payment period
(4) Effective January 1, 2009, footnote (3) became applicable to Mr. Plourd
(5) Lump sum payment composed of salary accrual plus accumulated earnings
(6) Terminated on December 3, 2008
(7) Payments otherwise made on a monthly basis beginning in January 2010 would
be converted to a lump sum payment upon a change of control

The spread value of options is zero because the exercise price of the options is
higher than the hypothetical change of control price of $0.94, the year-end
closing price.

The table also does not take into account the impact of federal, state and local
taxes imposed on executives' change of control benefits, which could
significantly reduce the executives' benefits. In addition to ordinary income
taxes, a 20% excise tax would be imposed by Internal Revenue Code Section 4999
on any executive whose aggregate change of control benefits equal or exceed
three times the five-year average of his or her taxable compensation. If the
excise tax is imposed, it is imposed on all change of control benefits exceeding
the executive's five-year average taxable compensation. Under Internal Revenue
Code Section 280G, the employer also forfeits its compensation deduction for
benefits on which the Section 4999 excise tax is imposed.

DIRECTOR COMPENSATION

The following table provides information concerning the compensation of our
company's and our bank's non-employee directors for 2008. Mr. Wacknitz was the
only employee-director and the fees he received as a director are disclosed in
the Summary Compensation Table. The directors voted to suspend all directors'
fees effective February 1, 2009.

- ----------------------------- ------------ --------- --------------- -----------
Fees
Earned or
Paid in Option All Other
Cash Awards Compensation Total
Name ($) ($) ($) ($)
- ----------------------------- ------------ --------- --------------- -----------
Steven W. Aichle
(1)(2)(3)(4) 34,900 --- --- 34,900
- ----------------------------- ------------ --------- --------------- -----------
Robert P. Beck (1)(2)(3)(4) 34,900 --- --- 34,900
- ----------------------------- ------------ --------- --------------- -----------
Neil M. Cleveland (4) 29,125 --- --- 29,125
- ----------------------------- ------------ --------- --------------- -----------
George Cossolias (1)(2)(3) 29,125 --- --- 29,125
- ----------------------------- ------------ --------- --------------- -----------
Luther J. Mohr (4) 29,125 --- --- 29,125
- ----------------------------- ------------ --------- --------------- -----------
Richard W. Wright (1)(2)(3) 29,125 --- --- 29,125
- ----------------------------- ------------ --------- --------------- -----------

(1) Member, Audit Committee during 2008

(2) Member, Executive Officer Compensation Committee during 2008
(3) Member, Nominating Committee during 2008
(4) Member, Directors' Loan Committee during 2008

The aggregate number of stock options outstanding for each non-employee director
as of December 31, 2008 and options granted in 2008 is indicated in the tables
below. The expense recognized in 2008 with respect to options granted in 2008
was $78,480. No options were granted in 2007.

OPTIONS GRANTED 2008

---------------------- -------------- ------------------
Name # Shares FAS 123R Exp.
---------------------- -------------- ------------------
Steven W. Aichle 5,000 13,080
---------------------- -------------- ------------------
Robert P. Beck 5,000 13,080
---------------------- -------------- ------------------
Neil M. Cleveland 5,000 13,080
---------------------- -------------- ------------------
George Cossolias 5,000 13,080
---------------------- -------------- ------------------
Luther J. Mohr 5,000 13,080
---------------------- -------------- ------------------
Richard W. Wright 5,000 13,080
---------------------- -------------- ------------------

OPTIONS OUTSTANDING

----------------------------- -------------
Name Options
(#)
----------------------------- -------------
Steven W. Aichle 123,762
----------------------------- -------------
Robert P. Beck 7,229
----------------------------- -------------
Neil M. Cleveland 109,000
----------------------------- -------------
George Cossolias 8,000
----------------------------- -------------
Luther J. Mohr 105,000
----------------------------- -------------
Richard W. Wright 80,000
----------------------------- -------------

Commencing in January 2007, each director received a monthly fee of $1,850. The
Audit Committee members and Directors' Loan Committee members received $400 per
month, effective January 2007, for services on each of these committees.
Effective December 1, 2008, our bank's board authorized a decrease in Directors'
fees for board member services from $2,000 to $1,500 per month. Our company's
and bank's boards also authorized a decrease from $500 to $375 per month for
members of the Audit Committee and the Loan Committee. Effective February 1,
2009, all fees to directors and committee members were suspended.

In February 2006, each director was granted an option to purchase 5,000 shares
of common stock, and Mr. Wacknitz received an option to purchase 15,000 shares.
These options were NSOs, vested immediately and were granted at 85% of fair
market value. As one method of complying with Section 409A, all of the directors
agreed to cancel these options by agreement effective September 26, 2007.

Additional Arrangements

Our company pays for or provides (or reimburses directors for out-of-pocket
costs incurred for) transportation, hotel, food and other incidental expenses
related to attending board and committee meetings or participating in director
education programs and other director orientation or education meetings.

Compensation Committee Interlocks and Insider Participation

Messrs. Basirico, Mohr and Plourd are members of our board of directors and are
current or former officers of our company. Mr. Mohr retired from his officer
positions on April 1, 2005. Messrs. Basirico and Plourd do not participate in
discussions of the board relating to their respective performance or
compensation and are not members of the Executive Officer Compensation Committee
although they do participate in making recommendations to the committee
concerning performance and compensation. None of the other members of our board
serves or has served as an officer or employee of our company or our bank. All
members of our board have engaged in loan transactions with our bank except Mr.
Mohr, Mr. Basirico and Mr. Plourd. All such loans were made in the ordinary
course of business of our bank. No other relationship is required to be reported
under the rules promulgated by the SEC exists with respect to the board members
acting in lieu of a compensation committee.

Compensation Committee Report

The Executive Officer Compensation Committee evaluates and makes recommendations
concerning compensation of executive officers. Management has the primary
responsibility for our financial statements and reporting processes, including
the disclosure of executive compensation. With this in mind, the Executive
Officer Compensation Committee has received and discussed with management the
Compensation Discussion and Analysis. The Executive Officer Compensation
Committee is satisfied that the Compensation Discussion and Analysis fairly and
completely represents the philosophy, intent and actions of the committee with
regard to executive compensation. The Executive Officer Compensation Committee
has recommended to our board of directors that the Compensation Discussion and
Analysis be included in this proxy statement and incorporated by reference into
our company's annual report on Form 10-K for fiscal year ended December 31,
2008.

Respectfully submitted by the members of our Executive Officer Compensation
Committee:

Steven W. Aichle Robert P. Beck George Cossolias Richard W. Wright
(Chairman)

OTHER MATTERS

Lack of Incorporation of Certain Information

The Report of the Audit Committee, the Compensation Committee Report and the
assertion of independence of audit committee members, reported to you in this
Proxy Statement, are not deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933 or under the Exchange Act, except to the extent that
we specifically incorporate that information by reference, and are not otherwise
deemed filed under those acts.

Director/Executive Officer Family Relationships

There are no family relationships between any directors and any executive
officers of our company or our bank.

Transactions with Related Persons

There have been no transactions, or series of similar transactions, during 2008,
or any currently proposed transaction, or series of similar transactions, to
which our company or our bank was or is to be a party, in which the amount
involved exceeded or is expected to exceed $120,000 and in which any director
(or nominee for director) of our company, executive officer of our company or
our bank, any shareholder owning of record or beneficially 5% or more of our
common stock, or any member of the immediate family of any of the foregoing
persons, had, or will have, a direct or indirect material interest except as
otherwise disclosed in this proxy statement.

Review, Approval or Ratification of Transactions with Related Persons

With respect to the related person transactions, our audit committee is
responsible for reviewing and, if appropriate, approving all related person
transactions. Pursuant to our Related Person Transaction Policy, which is
available at our Investor Relations tab at www.temvalbank.com, our audit
committee is responsible for reviewing related person transactions.

A related person is a director, director nominee, or an executive officer (over
the last year), a 5% shareholder of our company, or an immediate family member
of the foregoing. A related person transaction is a transaction or series of
transactions between our company or bank in which a related person has a direct
or indirect interest in the transaction or series of transactions and the amount
involved is expected to exceed $60,000. Notwithstanding the foregoing, a related
person transaction does not include any of the following: (i) compensation to a
director or officer which is or will be disclosed in our proxy statement; (ii)
compensation to an officer who is not an immediate family member of a director
or of another officer and which has been approved by the Executive Officer
Compensation Committee or our board; (iii) a transaction in which the charges
involved are fixed by law or determined by competitive bids; and (iv) other
specified exceptions.

With respect to the related person transactions generally described under
"Indebtedness of Management" below, our bank's lending policies, as well as the
laws and regulations applicable to us and our bank, require that loans to
executive officers and directors generally are approved in advance by a majority
of the board members with the interested party abstaining from the vote, meet
certain credit quality standards and do not exceed certain dollar limits
applicable to certain extensions of credit.

Indebtedness of Management

Our bank has had, and expects in the future to have, banking transactions in the
ordinary course of its business with many of our bank's and our company's
directors and officers and their associates, including transactions with
corporations of which such persons are directors, officers or controlling
shareholders, on substantially the same terms (including interest rates and
collateral) as those prevailing for comparable transactions with others.
Management believes that in 2008 such banking transactions were entered into and
made in the ordinary course of business and did not involve more than the normal
risk of collectibility or present other unfavorable features. Loans to executive
officers of our bank and our company are subject to limitations as to amount and
purposes prescribed in part by the Federal Reserve Act, as amended, and other
federal and state laws and regulations.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FEES AND SERVICES

We selected the independent registered public accounting firm of Crowe Horwath
LLP ("Crowe") for the 2008 fiscal year.

Crowe's audit services include the annual audit examination, limited reviews of
unaudited quarterly financial data, assistance in filings with various
regulatory authorities and taxing authorities, aid with the annual report to
shareholders and the provision of information regarding accounting principles
and practices followed by our bank and our company in preparing our financial
statements.

Audit Fees; Auditors to be Present

Fees incurred through the record date for services provided by our company's
independent registered public accounting firm for these periods were:

2008 2007
---------- ------------

Audit Fees (2008 not final) $ 455,000* $ 358,000

Tax Fees (2008 not final) $ 46,655* $ 88,975

Form S-3 Trust Preferred $ -0- $ 90,000

All Other Fees $ 10,500 $ 3,771
---------- ------------

Total Fees $ 512,155* $ 540,746
========== ============

* Estimated

The audit fees include fees for Sarbanes-Oxley related items. All other fees for
2008 were related to the Schedule 14A Written Consent and, for 2007, for the
costs associated with the Sarbanes-Oxley Workpapers Program.

The Audit Committee previously adopted an Audit and Non-Audit Services
Pre-Approval Policy for pre-approval of engagements for audit, audit-related and
non-audit services by the independent registered public accounting firm. The
policy requires that all audit services, audit-related services and tax services
to be performed by the independent registered public accounting firm be
pre-approved by the Audit Committee. Under the policy, unless a type of service
has received general pre-approval, any such service will require specific
approval by the Audit Committee if it is to be provided by the independent
registered public accounting firm.

Representatives of Crowe will not be present at the annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our company and bank directors and
executive officers, and holders of more than 10% of a registered class of our
equity securities, to file with the SEC reports of ownership and changes in
ownership of any equity securities of our company registered pursuant to Section
12 of the Exchange Act. Officers, directors and greater than 10% shareholders
are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file. Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons that all
required forms were filed, we believe that, during 2008, all Section 16 filing
requirements were met except that Form 4s for Robert P. Beck (two reports, each
containing one transaction) and George Cossolias (one report containing one
transaction) were inadvertently late filed.

ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act.
Accordingly, we file periodic reports, proxy statements and other information
with the SEC. The public may read and copy any materials we file with the SEC at
the SEC's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549 and
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC maintains an Internet site, www.sec.gov,
through which all forms filed electronically may be accessed. Additionally, all
forms filed with the SEC are accessible through our website by way of a
hyperlink to the SEC website. Additional shareholder information is available
free of charge on our website: www.temvalbank.com. We post our annual reports to
our website as soon as reasonably practicable after filing them with the SEC.
None of the information on or hyperlinked from our website is incorporated into
this proxy statement.

ADDITIONAL MATTERS AT THE MEETING

Our board of directors has no knowledge of any other matter that may come before
the meeting, and does not intend to present any other matters. However, if any
other matters shall come before the meeting or any adjournment or postponement
thereof (including the election of any one or more substitutes for any of the
foregoing nominees who are unable to, or for good reason will not, serve on our
board of directors), the persons named as proxy holders will have the discretion
and authority to vote the shares represented by a proxy in accordance with their
best judgment except as otherwise described in this proxy statement under
"Questions and Answers About the Meeting."

ANNUAL REPORT

We have enclosed with this proxy statement our annual report for 2008 along with
the opinion of Crowe Horwath LLP, the independent registered public accounting
firm engaged by us.

Upon written request by any person entitled to vote at the meeting, addressed to
Donald A. Pitcher, Secretary of our company, at 27710 Jefferson Avenue, Suite
A100, Temecula, CA 92590, we will provide, without charge, a copy of our 2008
annual report, including the financial statements and the schedule thereto filed
with the SEC pursuant to the Exchange Act.

By Order of the Board of Directors

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

Temecula, California
April 20, 2009

APPENDIX A
----------

TEMECULA VALLEY BANCORP INC.

FORM OF AMENDMENT OF THE ARTICLES OF INCORPORATION
ASSUMING PROPOSALS 2 AND 3 ARE APPROVED

Subject to shareholder approval and acceptance by the Secretary of State of the
State of California, Article III of the Articles of Incorporation of our company
shall be amended to read as follows:

"Section 1. The total number of shares of all classes of
capital which the Corporation has authority to issue is 105,000,000 as follows:
(a) 90,000,000 of common stock and (b) 15,000,000 of preferred stock ("Preferred
Stock").

Section 2. The shares may be issued by the Corporation without
the approval of shareholders.

Our board of directors is authorized, by resolution or
resolutions from time to time adopted, to provide for the issuance of Preferred
Stock in one or more wholly unissued series and to fix and state the powers,
designations, preferences, and relative, participating, optional, or other
special rights of the shares of such wholly unissued series, and the
qualifications, limitations, or restrictions thereof, including but not limited
to:

(i) The distinctive serial designation, the number of shares
constituting such series and the stated or par value thereof;

(ii) The dividend rates or the amount of dividends to be paid
on the shares of such series, whether dividends shall be
cumulative and, if so, from which date or dates, the payment
date or dates for dividends, and the participating or other
special rights, if any, with respect to dividends;

(iii) The voting powers, full or limited, if any, of the
shares of such series;

(iv) Whether the shares of such series shall be redeemable
and, if so, the price or prices at which, and the terms and
conditions upon which such shares may be redeemed;

(v) The amount or amounts payable upon the shares of such
series in the event of voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation;

(vi) Whether the shares of such series shall be entitled to
the benefits of a sinking or retirement fund to be applied to
the purchase or redemption of such shares, and, if so
entitled, the amount of such fund and the manner of its
application, including the price or prices at which such
shares may be redeemed or purchased through the application of
such funds;

(vii) Whether the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or
classes or any other series of the same or any other class or
classes of stock of the Corporation and, if so convertible or
exchangeable, the conversion price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at
which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;

(viii) The subscription or purchase price and form of
consideration for which the shares of such series shall be
issued;

(ix) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued
shares of Preferred Stock and whether such shares may be
reissued as shares of the same or any other series of
Preferred Stock;

(x) The ranking (be it pari passu, junior or senior) of each
class or series vis-a-vis any other class, or series of any
class of Preferred Stock, as to the payment of dividends, the
distribution of assets and all other matters; and

(xi) Any other powers, preferences and relative,
participating, optional and other special rights, and any
qualifications, limitations and restrictions thereof, insofar
as they are not inconsistent with the provisions of these
Articles of Incorporation, to the full extent permitted in
accordance with the laws of the State of California.

Each share of each series of Preferred Stock shall have the
same relative powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of the Corporation of the same series.

The powers, preferences and relative, participating, optional
and other special rights of each class of stock and of each series of Preferred
Stock, and the qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other classes or series at any time
outstanding."

APPENDIX B
----------

TEMECULA VALLEY BANCORP INC.

FORM OF AMENDMENT OF THE ARTICLES OF INCORPORATION
ASSUMING PROPOSAL 2 BUT NOT PROPOSAL 3 IS APPROVED

Subject to shareholder approval and acceptance by the Secretary of State of the
State of California, Article III of the Articles of Incorporation of our company
shall be amended to read as follows:

"Section 1. The total number of shares of all classes of
capital which the Corporation has authority to issue is 90,000,000 of common
stock.

Section 2. The shares may be issued by the Corporation without
the approval of shareholders.

APPENDIX C
----------

TEMECULA VALLEY BANCORP INC.

FORM OF AMENDMENT OF THE ARTICLES OF INCORPORATION
ASSUMING PROPOSAL 3 BUT NOT PROPOSAL 2 IS APPROVED

Subject to shareholder approval and acceptance by the Secretary of State of the
State of California, Article III of the Articles of Incorporation of our company
shall be amended to read as follows:

"Section 1. The total number of shares of all classes of
capital which the Corporation has authority to issue is 55,000,000 as follows:
(a) 40,000,000 of common stock and (b) 15,000,000 of preferred stock ("Preferred
Stock").

Section 2. The shares may be issued by the Corporation without
the approval of shareholders.

(i) The distinctive serial designation, the number of shares
constituting such series and the stated or par value thereof;

(iii) The voting powers, full or limited, if any, of the
shares of such series;

(iv) Whether the shares of such series shall be redeemable
and, if so, the price or prices at which, and the terms and
conditions upon which such shares may be redeemed;

(v) The amount or amounts payable upon the shares of such
series in the event of voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation;

(viii) The subscription or purchase price and form of
consideration for which the shares of such series shall be
issued;

- ------------------------------------------------
Revocable Proxy -- Temecula Valley Bancorp Inc.
- ------------------------------------------------
Annual Meeting of Shareholders -- May 26, 2009
This Proxy is Solicited on Behalf of the Board of Directors

The undersigned shareholder of Temecula Valley Bancorp Inc. (the "Company")
hereby constitutes and appoints Mr. Luther J. Mohr and Mr. Neil M. Cleveland and
each of them, with power to appoint their respective substitutes, as attorney
and proxy to appear, attend and vote all shares of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at Pala Mesa Resort, 44501 2001 Old Highway 395, Fallbrook, California 92028 at
10:00 a.m., local time, and any adjournments or postponements thereof, as fully
and with the same force and effect as the undersigned might or could do if
personally present thereat. The Board of Directors of the Company recommends a
vote "FOR ALL NOMINEES" on proposal 1 and "FOR" on proposals 2 and 3.

This proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted for
the proposals indicated and in accordance with the discretion of the proxy
holder on any other business. All proxies heretofore given by the undersigned in
connection with the actions proposed on this proxy are hereby expressly revoked.
This proxy may be revoked at any time before it is voted by written notice to
the secretary of the Company, by issuance of a subsequent proxy or by voting at
the annual meeting in person.

Electronic Voting Instructions
You can vote by Internet or telephone! Available 24 Hours a Day, 7 Days a Week!
Instead of mailing your proxy, you may choose one of the two voting methods
offered below to vote your proxy.
VALIDATION DETAILS ARE LOCATED IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 11:59 p.m.,
Pacific Time, on May 25, 2009.

VOTE BY INTERNET
o Log onto the Internet and go to www.envisionreports.com/TMCV
o Follow the steps outlined on the secured website.

VOTE BY TELEPHONE
o Call toll-free 1.800.652.VOTE (8683) within the United States, Canada
& Puerto Rico, any time, on a touch-tone telephone. There is NO CHARGE
to you for the call.
o Follow the instructions provided by the recorded message.

ANNUAL MEETING PROXY CARD
>> IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
A. Proposals -- The Board of Directors recommends a vote FOR all the nominees
listed and FOR Proposals 2 and 3.

1. Election of Directors.
|_| 01. Steven W. Aichle |_| 02. Frank Basirico, Jr.
|_| 03. Robert P. Beck |_| 04. Neil M. Cleveland
|_| 05. Luther J. Mohr |_| 06. Martin E. Plourd

|_| Mark here to vote FOR all nominees

|_| Mark here to WITHHOLD vote from all nominees

|_| For All EXCEPT - To withhold a vote for one or more nominees,
mark the box to the left and the corresponding numbered box(es)
to the right 01 02 03 04 05 06
|_| |_| |_| |_| |_| |_|

2. Amendment of the Articles of Incorporation
to Increase the Authorized Shares of
Common Stock from 40,000,000 to 90,000,000
FOR AGAINST ABSTAIN
|_| |_| |_|

3. Amendment of the Articles of Incorporation
to Authorize 15,000,000 Shares of Preferred Stock
FOR AGAINST ABSTAIN
|_| |_| |_|

Mark the box to the right if you plan to attend the Annual Meeting. |_|

Authorized Signatures -- This section must be completed for your vote to be
counted. -- Date and sign below.
Please sign exactly as name(s) appear hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian or custodian, please give full title.

[change of address space] [space for signature]