8-A12G

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

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


	TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)


	DELAWARE		             46-0476193
(State of Incorporation		IRS Employer Identification No.
     Or Organization)


	27710 Jefferson Avenue, Suite A100, Temecula, CA              92590
(Address of Principal Executive Offices)	(Zip Code)



		If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box     .

		If this form relates to the registration of a class of securities
pursuant to General Instruction A.(d), check the following box   X .

		Securities Act registration statement file number to which this
form relates:  _________________________________________ (if applicable).

		Securities to be registered pursuant to Section 12(b) of the Act:

		 Name of Each Exchange
	Titles of Each Class	  on Which Each Class
	To Be So Registered 	  is to be Registered





		Securities to be registered pursuant to Section 12(g) of the Act:
	common stock, $.001 par value
(Title of Class)

	warrants to purchase common stock, $.001 par value
(Title of Class)



INFORMATION REQUIRED IN
REGISTRATION STATEMENT

ITEM 1.	Description of Registrant's Securities to be Registered.

	INTRODUCTION

		On June 3, 2002, Temecula Valley Bank, N.A., a national banking
association organized under the laws of the United States ("Bank"), completed
its holding company reorganization (the "Reorganization"), whereby the Bank
became the wholly owned subsidiary of Temecula Valley Bancorp Inc., a
Delaware corporation ("Registrant").

		Pursuant to the Bank and Registrant Amended and Restated Plan of
Reorganization dated as of April 2, 2002, each outstanding share of Bank
common stock was exchanged for one share of common stock of Registrant and
each outstanding warrant to purchase one share of Bank common stock became an
outstanding warrant to purchase one share of Registrant common stock.

		U.S. Stock Transfer Corporation, Glendale, California, is
Registrant's transfer agent.

		The filing of this Form 8-A by Registrant registers its common
stock and warrants with the Securities and Exchange Commission under Section
12(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
The Bank previously filed Exchange Act reports with the Comptroller of the
Currency.

		COMMON STOCK

		Authorized and Outstanding Stock.  Registrant has authorized
capitalization of 40,000,000 shares of common stock, $.001 per share par
value.  As of April 30, 2002, as a result of the reorganization, 3,666,714
shares of Registrant common stock were issued and outstanding.

		Voting Rights.  All voting rights are vested in the holders of
common stock with each share entitled to one vote, except with respect to the
election of directors, as described below.

		For the election of directors, California law provides that every
shareholder entitled to vote may cumulate votes for candidates in nomination
and give one candidate a number of votes equal to the number of directors to
be elected multiplied by the number of votes to which that shareholder's
shares are entitled, or distribute the shareholder's votes on the same
principal among any or all of the candidates, as the shareholder thinks fit.
The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.  However, a shareholder may
cumulate votes only for a candidate or candidates whose names have been
placed in nomination prior to the voting, and only if the shareholder has
given notice at the meeting prior to the voting at such meeting of his or her
intention to cumulate his or her votes.  If any one shareholder has given
such notice, all shareholders may cumulate votes for candidates in
nomination.  The shareholders of the Registrant will have cumulative voting
rights, as described above, so long as California law is applicable to the
operations of the Registrant.

		Dividend Rights.  Holders of Registrant common stock are entitled
to dividends legally available therefor, when and as declared by the Bank's
Board of Directors.  Registrant is subject to applicable Delaware and
California law and applicable federal law with respect to the payment of
dividends.

		The Delaware General Corporation Law provides that dividends may
be paid only: (1) out of a corporation's surplus (generally, the amount of
net assets in excess of the greater of the aggregate par value of the capital
stock or Board of Director determined capital); or (2) if there is no
surplus, out of net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year, unless depreciated values in
property or losses have diminished capital to an amount less than the
aggregate amount of capital represented by the issued and outstanding stock
of all classes having a preference upon asset distribution (in which case,
the deficient amount in the preference must be replenished before dividends
are declared and paid.)

		The California General Corporation Law provides that a
corporation may make a distribution to its shareholders if retained earnings
immediately prior to the dividend payout at least equal the amount of the
proposed distribution.  In the event that sufficient retained earnings are
not available for the proposed distribution, a corporation may, nevertheless,
make a distribution, if it meets both the "quantitative solvency" and the
"liquidity" tests provide in California law.  In general, the quantitative
solvency test requires that the sum of the assets of the corporation equal at
least 1-1/4 times its liabilities.  The liquidity test generally requires
that a corporation have current assets at least equal to current liabilities,
or, if the average of the earnings of the corporation before taxes on income
and before interest expenses for the two preceding fiscal years was less than
the average of the interest expense of the corporation for such fiscal years,
then current assets must equal at least 1-1/4 times current liabilities.

		In addition, federal regulatory agencies have the authority and
general enforcement powers to prohibit a bank from engaging in practices
which they consider to be unsafe or unsound.  It is possible, depending upon
the financial condition of Bank, Registrant and other factors, that the
Comptroller of the Currency and the Federal Reserve Board could assert that
the payment of dividends or other payments might under some circumstances be
such an unsafe or unsound practice and thereby prohibit such payment.  The
Federal Deposit Insurance Corporation Improvement Act of 1991 further
prohibits a bank from paying a dividend if the dividend payment would result
in the bank failing to meet any of its minimum capital requirements.

		Assessment of Shares.  Shares of Registrant are not subject to
assessment.

		Liquidation Rights.  Subject to superior liquidation rights that
may come into existence in the future, holders of Registrant common stock
will have a pro rata right to participate in Registrant's assets legally
available for distribution in the event of liquidation or dissolution.

		Preemptive Rights.  The holders of Registrant's common stock do
not have preemptive rights to subscribe to any additional shares of the
Registrant's common stock that may be issued.  Therefore, shares of
Registrant's common stock or other securities may be offered in the future to
the investing public or to shareholders at the discretion of Registrant's
Board of Directors, and such other securities may have rights that are senior
to those of the shares of Registrant common stock.

		Dissenter's Rights.  In certain merger and reorganization
transactions, shareholders of Registrant are entitled to exercise rights of
dissent and demand payment of the cash value of their shares instead of
receiving the consideration in any such transaction.  Such rights would be
dictated by California and Delaware law, to the extent applicable.  The
rights under state law are very detailed with specific steps that must be
taken to perfect rights and establish the price of the shares to be tendered.

		WARRANTS

		Authorized and Outstanding Warrants.  As of April 30, 2002 the
Bank had 194,409 warrants outstanding.  After the Reorganization, each
warrant will entitle the holder thereof to purchase one share of Registrant
common stock at an exercise price of $5.00 per share.  The warrants will
expire on June 22, 2003.  The exercise price and the number of shares of
common stock purchasable upon exercise of each warrant is subject to
antidilution adjustments in certain events, including a stock split or stock
dividend.

		No adjustment in the number of shares purchasable upon exercise
of the warrants will be required until cumulative adjustments require an
adjustment of at least 1% thereof.  No fractional shares will be issued upon
exercise of warrants, but the Registrant will pay the market value of any
fractional shares otherwise issuable.

		In the event of a consolidation, merger or sale or conveyance of
the property of the Registrant, the Registrant may, but is not required to,
enter into an agreement, with the acquiring corporation for the warrants to
be assumed, with the holder or each outstanding warrant to have the right,
upon payment of the exercise price, to the kind and amount of shares of stock
and other securities and property (including cash) receivable by a holder of
the number of shares of common stock into which such warrants were
exercisable immediately prior thereto.  If such an agreement is not entered
into with the acquiring corporation, then the holders of the warrants will be
given notice, at least 30 days prior to the last date on which the warrants
will be exercisable, of the proposed transaction and the last date to
exercise.

		The Registrant will authorize and reserve for issuance the shares
of common stock initially issuable upon exercise of the warrants.  When
delivered, such shares of common stock shall be fully paid and non-
assessable.

		Warrant holders will not be entitled, by virtue of being such
holders, to receive dividends or to consent to or to receive notice as
shareholders in respect to any meeting of shareholders for the election of
directors of the Registrant or any other matters, or to vote at any such
meeting, or to any other rights whatsoever as shareholders of the Registrant.
Warrant holders are encouraged to request information about the Bank and
Registrant before they exercise the warrants.

ITEM 2.	EXHIBITS

2.	Bank and Registrant Amended and Restated Plan of
Reorganization dated as of April 2, 2002.

3.(i)	Certificate of Incorporation of Temecula Valley
Bancorp Inc.

3.(ii)	Bylaws of Temecula Valley Bancorp Inc.

4.(i)	Common Stock Certificate of Temecula Valley Bancorp
Inc.

4.(ii)	Warrant Certificate of Temecula Valley Bank, N.A., as
adopted by Temecula Valley Bancorp Inc.

SIGNATURES

		Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.


Dated: June 3, 2002	TEMECULA VALLEY BANCORP INC.
(Registrant)


By:	 /S/ DONALD A. PITCHER
	DONALD A. PITCHER
	Chief Financial Officer


EXHIBIT INDEX

Exhibit	Description

2.	Bank and Registrant Amended and Restated Plan of
Reorganization dated as of April 2, 2002.

3.(i)	Certificate of Incorporation of Temecula Valley Bancorp
Inc.

3.(ii)	Bylaws of Temecula Valley Bancorp Inc.

4.(i)	Common Stock Certificate of Temecula Valley Bancorp Inc.

4.(ii)	Warrant Certificate of Temecula Valley Bank, N.A. as
adopted by Temecula Valley Bancorp Inc.

	1 of 5
	Exhibit Index on Page 5	0146-5\Form 8-A\w

EX-2

	EXHIBIT 2
BANK AND BANCORP
AMENDED AND RESTATED
PLAN OF REORGANIZATION



		This Bank and Bancorp Amended and Restated Plan of
Reorganization ("Plan") is entered into by and between Temecula
Valley Bank, N.A., a national association ("Bank") and Temecula
Valley Bancorp Inc., a Delaware corporation ("Bancorp") on April
2, 2002 and replaces the original Plan of Reorganization dated
March 12, 2002.

1.	Participating Entities / Terms and Conditions.

A.	Bank is a banking corporation duly
organized, validly existing and doing business in good standing
under the laws of the United States and has authorized capital
of forty million (40,000,000) shares of one dollar twenty five
cents ($1.25) par value common stock;

B.	Bancorp is a corporation duly organized,
validly existing and doing business in good standing under the
laws of Delaware, and has authorized capital of forty million
(40,000,000) shares of the one tenth of one cent ($0.001) par
value common stock; and

C.	A majority of the entire Boards of Directors
of Bank and Bancorp, respectively, have approved this Plan and
authorized its execution.

D.	At the Effective Time, as defined below, the
Share Exchange, as defined below, shall be effected as follows:
each issued and outstanding share of Bank common stock ("Bank
Common Stock") will be converted into and exchanged for a right
to receive one share of Bancorp Common Stock ("Bancorp Common
Stock"), except for shares of Bank Common Stock held by
Dissenting Bank Stockholders, as defined below.

E.	Subject to the satisfaction of the
conditions set forth in this Plan, at the Effective Time, the
Bank will be a wholly-owned subsidiary of Bancorp.  At the
Effective Time, the separate corporate existence, identity,
name, purposes, franchises, powers, rights and immunities of
Bank shall continue unaffected and unimpaired by the Share
Exchange.

2.	Definitions.

As used in this Plan, the following terms have the
definitions indicated:

A.	"Closing Date" has the meaning set forth in
Section 7.

B.	"Dissenting Bank Stockholder" has the
meaning set forth in Section 4 hereof.

C.	"Effective Date" means the business day upon
which the Effective Time falls.

D.	"Effective Time" means 5 p.m. California
time, on the day when all of the conditions to the Share
Exchange have satisfied or waived, and the parties hereto then
agree to the Effective Time.

E.	"Exchange Agent" means the Bank or an agent
acting on its behalf in such capacity.

F.	"FRB" means the Federal Reserve Board.

G.	"OCC" means the Office of the Comptroller of
the Currency.

H.	"Share Exchange" means the transactions
described in Section 1.D.

I.	"Stock Option Plans" means the Temecula
Valley Bank, National Association 1996 Incentive and
Nonqualified Stock Option Plan (Employees), as amended and the
Temecula Valley Bank, National Association 1997 Nonqualified
Stock Option Plan (Directors), as amended.

3.	Other Definitions.  The terms defined in Section
2 do not comprise all the defined terms contained in this Plan.
Capitalized terms not defined in Section 2 shall have the
meanings described elsewhere herein.

4.	Dissenting Bank Stockholders.

A.	Procedure.  The parties agree to afford to
those stockholders of the Bank who opt to exercise their rights
of dissent, the rights specified in this Plan and those
specified in 12 U.S.C. Section 215a(b), as amended from time to
time and no others.  A Bank stockholder may become a Dissenting
Bank Stockholder if such stockholder shall have:

(i)	Voted against the Plan at the meeting
of stockholders (the "Meeting") called for the purpose of
obtaining stockholder approval of the Plan or delivered to
the Bank, at or before the Meeting, written notice of the
stockholder's dissent from the Plan; and

(ii)	After receipt of notice of the date of
consummation and shall have at any time before thirty (30)
days after consummation of the Share Exchange made a
written request to the Bank accompanied by the surrender of
his or her stock certificates.

B.	Limitation of Rights.  A stockholder who
becomes a Dissenting Bank Stockholder shall thereafter have only
such rights as are provided such a stockholder in accordance
with 12 U.S.C. Section 215a and as specified in this Plan, and
shall have no other rights under this Plan or otherwise.

5.	Effect of Share Exchange.

A.	Share Exchange.  As of the Effective Time of
the Share Exchange, by virtue of the Share Exchange and without
any action on the part of the holder of any shares of Bank
Common Stock, each outstanding certificate which previously
represented shares of Bank Common Stock (except shares held by
Dissenting Bank Stockholders) shall, until surrendered for
exchange, be deemed for all purposes to evidence only the right
to receive shares of Bancorp Common Stock in accordance with the
terms of this Plan.  After the Effective Time, there shall be no
further registration of transfer on the records of Bank of
shares of Bank Common Stock.  If a certificate representing
shares of Bank Common Stock is presented to the Bank, the
Exchange Agent or the Bancorp it shall be cancelled in exchange
for shares of Bancorp Common Stock or cash as herein provided.

B.	Charter and Bylaws.  The Articles of
Association of Bank as in effect immediately prior to the
Effective Date shall, at and after the Effective Date, be the
Articles of Association of the Bank, without change or amendment
(until amended or repealed as provided by law) and the Bylaws of
Bank as in effect immediately prior to the Effective Date shall,
at and after the Effective Date, be the Bylaws of the Bank,
without change or amendment (until amended or repealed as
provided by law).

C.	Officer and Directors.  On and after the
Effective Date, the directors and officers of Bank, immediately
prior to the Effective Date, shall be the directors and officers
of the Bank.  Directors of the Bank shall serve until the next
annual meeting of stockholders of the Bank and until such time
as their successors are elected and have qualified.

D.	Rights and Privileges.  On and after the
Effective Date, all the rights, privileges, powers, franchises,
facilities and immunities, as well as all the properties, real,
personal and mixed, tangible and intangible, of Bank shall
continue unaffected and unimpaired by the Share Exchange.

E.	Further Cooperation.  If at any time after
the Effective Date any further conveyance, assignment or other
documents, or any further action is necessary or desirable to
further effectuate the transactions set forth herein or
contemplated hereby, the officers and directors of the parties
hereto shall execute and deliver, or cause to be executed and
delivered, all such documents as may be reasonably required to
effectuate such transactions.

F.	Offices.  Upon the Effective Date, all
offices of Bank shall continue to be offices of the Bank and the
principal office of Bank shall continue to be the principal
office of the Bank.

G.	Rights to Stock Options.  On and after the
Effective Date, all outstanding options to purchase shares of
Bank Common Stock granted pursuant to the Bank's Stock Option
Plans shall be assumed by and shall be deemed options to purchase
shares of Bancorp Common Stock on the same terms and conditions,
subject to the requirements of the Securities Act of 1933, as
amended, and the California law, and for the same number of
shares as have been agreed upon and set forth in Bank's Stock
Option Plans and stock option agreements entered into pursuant
thereto.

H.	Warrant Shares.  Warrants to purchase Bank
Common Stock which are outstanding immediately before the
Effective Time shall upon the Effective Time and without any
further action on the part of the holders thereof or the parties
hereto be exchanged for, converted into and be deemed warrants
issued by the Bancorp with the same terms and conditions and to
purchase the same number of shares of Bank Common Stock as the
warrants issued and outstanding immediately prior to the
Effective Time.

6.	Exchange Process For Stockholders Other Than
Dissenting Bank Stockholders.  As soon as practical after the
Effective Time, the Exchange Agent will send a letter of
transmittal, the terms of which shall be acceptable to the
parties hereto, to each holder of a certificate theretofore
evidencing Bank Common Stock (except for Dissenting Bank
Stockholders), advising such holder of the terms of the exchange
effected by the Share Exchange and the procedure for
surrendering to the Exchange Agent such certificate or
certificates for exchange into stock or cash, as the case may
be.  Upon surrender of certificates theretofore evidencing
shares of Bank Common Stock to the Exchange Agent in accordance
with such letter of transmittal, each such holder shall be
entitled to receive in exchange therefore the amount of cash or
stock called for under the terms of this Plan.  The Exchange
Agent may withhold delivery of cash or stock to any Bank
stockholder who has not delivered his or her certificates for
exchange along with a duly completed letter of transmittal.

7.	The Closing.  The Closing of the transactions
contemplated herein shall take place at the main office of Bank
at 10:00 a.m., local time (or at such other place and time as
the parties may mutually agree upon), on a date (the "Closing
Date") determined by the parties, which date shall be within
sixty (60) days following the date upon which all approvals,
consents and authorizations are obtained and all applicable
waiting periods have lapsed (the "Closing").  At the Closing and
on the Closing Date, the parties shall deliver, or cause to be
delivered, the documents necessary to effect a closing.

8.	Conditions to Closings.  The mutual obligations
of the parties to proceed with the Share Exchange are subject to
fulfillment, at or prior to the Effective Time of the conditions
set forth in this Section 8.

A.	Regulatory Approvals.  Appropriate permits
or approvals from the FRB, the OCC and any other governmental
agencies which are necessary to carry out the transactions
contemplated in this Plan shall have been received, including
but not limited to approval from the FRB for Bancorp to become
the holding company of the Bank as a result of the effectuation
of the Share Exchange and from the OCC for the Bank to engage in
the Share Exchange.

B.	Shareholder Approval.  This Plan shall have
been approved by the holders of record of at least two thirds
(2/3) of the issued and outstanding shares of Bank Common Stock.

C.	Rights of Dissenting Shareholders.  Any
stockholder of the Bank who has voted against the Plan at the
Meeting, or has given notice in writing at or prior to the
Meeting to the presiding officer that he or she dissents from the
Plan, shall be entitled to receive the value of the shares so
held by him or her when the Plan shall be approved by the
Comptroller upon written request made to the Bancorp at any time
before thirty (30) days after the date of consummation of the
Share Exchange, accompanied by the surrender of his or her stock
certificates.  The value of the shares of any dissenting
stockholder shall be determined in accordance with the provisions
of 12 U.S.C. Section 215a.

D.	Performance.  Each of the acts and
undertakings of the Bank and Bancorp to be performed on or
before the Effective Date pursuant to the terms hereof shall
have been duly performed in all material respects.

E.	Opinion.  Issuance (unless the same is waived
by the parties hereto) of a favorable opinion from a law firm or
accounting firm, in form and substance satisfactory to the
parties and their counsel, with respect to the tax consequences
to the parties and their stockholders resulting from the Share
Exchange.

F.	No Violation.  The Share Exchange shall not
violate any order, decree or judgment of any court or
governmental body having competent jurisdiction and no law, rule
or regulation shall have been adopted, by any such body,
prohibiting or enjoining the actions contemplated by this Plan
or which would, in the reasonable judgment of either party,
substantially lessen the benefits of the transactions
contemplated hereby.

G.	No Orders.  No order of any court is entered
which, in the reasonable opinion of either party, renders it
impossible or inadvisable for either party to consummate the
transactions contemplated hereby.

9.	Termination.

A.	Events of Termination.  The Plan may be
terminated at any time upon the occurrence of any of the
following events:

(i)	If any of the conditions set forth in
Article 8 are not fulfilled within a reasonable period of
time, such reasonable period of time to be determined by a
majority of the Board of Directors of either of the parties,
in their sole and absolute discretion; or

(ii)	If any action, suit, proceeding or claim
has been instituted, made or threatened, relating to this
Plan or the proposed Share Exchange which makes consummation
of the Share Exchange inadvisable in the opinion of a
majority of the Board of Directors of either of the parties;
or

(iii)	If for any reason consummation of the
Share Exchange is inadvisable in the opinion of a majority
of the Board of Directors of either of the parties.

B.	Mandatory Termination.  The Plan shall be
terminated in the event holders of shares perfect their
dissenters rights of appraisal pursuant to 12 U.S.C. Section 215a
in an amount that the Board of Directors of either party
determines, in its sole discretion, is detrimental to the capital
levels of either party.

		Upon termination, this Plan shall be void and of no
further effect, and there shall be no liability by reason of this
Plan or the termination thereof on the part of the parties hereto
or their respective directors, officers, employees, agents or
stockholders.

10.	Amendment.  Bank and Bancorp, by mutual consent
of their respective Boards of Directors, to the extent permitted
by law, may amend, modify, supplement and interpret this Plan in
such manner as may be mutually agreed upon by them in writing at
any time before or after adoption thereof by stockholders of
Bank; provided, however, that no such amendment, modification or
supplement shall change any principal term hereof or the number
or kind of shares to be issued by Bancorp in exchange for each
share of Bank, except (i) by the affirmative action of such
stockholders as required by law or (ii) the initial approval of
this Plan by the Bank's stockholders shall be deemed to include
approval of such changes to this Plan, if any, as may be required
from time to time by any bank regulatory agency or department.

11.	Governing Law.  This Plan is made and entered
into in the State of California, and the laws of said State
shall govern the validity and interpretation hereof, and the
performance of the parties hereto and their respective duties
and obligations hereunder except as required by applicable
provisions of Title 12 of the United States Code and the laws,
rules and regulations issued thereunder within the jurisdiction
of the OCC and the FRB.

12.	Assignment.  This Plan may not be assigned by
either party without the prior written consent of the other
party and any attempted assignment in violation of this section
is void.

13.	Successors and Assigns.  This Plan shall be
binding upon and inure to the benefit of, and be enforceable by,
the parties hereto and their respective successors and assigns.

14.	Entire Plan.  This Plan together with any
schedules or exhibits hereto contains all of the agreements of
the parties to it with respect to the matters contained herein
and no prior or contemporaneous agreement or understanding, oral
or written, pertaining to any such matters shall be effective
for any purpose.

15.	Headings.  The headings of this Plan are for
purposes of reference only and shall not limit or define the
meaning of the provisions of this Plan.

16.	Severability.  If any paragraph, section,
sentence, clause or phrase contained in this Plan shall become
illegal, null or void or against public policy, for any reason,
or shall be held by any court of competent jurisdiction to be
illegal, null or void or against public policy, the remaining
paragraphs, sections, sentences, clauses or phrases contained in
this Plan shall not be affected thereby.

17.	Singular and Plural.  Whenever the context of
this Plan so requires, the singular includes the plural, the
plural includes the singular, and the whole includes any part
thereof.

18.	Third Parties.  Except as may be specifically
provided herein, nothing in this Plan, whether expressed or
implied, is intended to confer any rights or remedies under or
by reason of this Plan on any persons other than the parties to
it and their respective successors and assigns, nor is anything
in this Plan intended to relieve or discharge the obligation or
liability of any third persons to any party to this Plan, nor
shall any provision give any third persons any right of
subrogation or action over against any party to this Plan.

19.	Expenses.  All of the expenses of the Share
Exchange, including filing fees, printing and mailing costs, and
accountants' fees and legal fees shall be borne by the Bank or
the Bancorp, as applicable.


[SIGNATURES ON FOLLOWING PAGE]






		IN WITNESS WHEREOF, the parties to this Plan have
duly executed this Plan as of the day and year first above
written.

TEMECULA VALLEY BANK, N.A.


By:	 /S/ STEHEN H. WACKNITZ
Stephen H. Wacknitz
	President and Chief Executive
Officer




TEMECULA VALLEY BANCORP INC.


By:	 /S/ STEPHEN H. WACKNITZ
Stephen H. Wacknitz
President and 	Chief Executive
Officer
	9	0146-5\Plan of Reorg.4\w

EX-3

EXHIBIT 3.(i)
CERTIFICATE OF INCORPORATION
OF
TEMECULA VALLEY BANCORP INC.



ARTICLE I.
NAME OF CORPORATION

		The name of the corporation is Temecula Valley Bancorp
Inc.

ARTICLE II.
REGISTERED OFFICE AND AGENT

		The address of the registered office of the
corporation in the State of Delaware is 9 East Loockerman
Street, in the City of Dover 19901, County of Kent, and the name
of its registered agent at that address is National Registered
Agents, Inc.

ARTICLE III.
CORPORATE PURPOSE

		The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

ARTICLE IV.
AUTHORIZED CAPITAL STOCK

		The corporation shall be authorized to issue one class
of stock to be designated Common Stock; the total number of
shares which the corporation shall have authority to issue is
forty million (40,000,000) and each such share shall have a par
value of one tenth of one cent ($0.001).

ARTICLE V.
INCORPORATOR

		The name and mailing address of the incorporator of
the corporation is:

	Stephanie E. Allen, Esq.
	McAndrews, Allen & Matson
	1900 Main Street, Suite 600
	Irvine, CA  92614

ARTICLE VI.
AMENDMENT OF CORPORATION DOCUMENTS

		This corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred on stockholders herein are
granted subject to this reservation.

		In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized to make, repeal, alter, amend and rescind the bylaws
of this corporation.

ARTICLE VII.
ELECTION OF DIRECTORS

		Elections of directors need not be by written ballot
unless the bylaws of the corporation shall so provide.

ARTICLE VIII.
LIMITATION OF DIRECTOR LIABILITY

		To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or may hereafter be
amended, a director of this corporation will not be liable to
this corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for any
breach of the director's duty of loyalty to this corporation or
its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the
director derived any improper personal benefit.  If the Delaware
General Corporation Law is amended after the date of the filing
of this Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of this corporation
will be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended from time to
time.  No repeal or modification of this Article VIII by the
stockholders will adversely affect any right or protection of a
director of this corporation existing by virtue of this Article
VIII at the time of such repeal or modification.

ARTICLE IX.
INDEMNIFICATION OF DIRECTORS AND AGENTS

		To the fullest extent permitted by applicable law,
this corporation is also authorized to provide indemnification
of (and advancement of expenses to) such directors and agents
(and any other persons to which Delaware law permits this
corporation to provide indemnification) through bylaw
provisions, agreements with such agents or other persons, vote
of stockholders or disinterested directors or otherwise, in
excess of the indemnification and advancement of expenses
otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits imposed by applicable
Delaware law (statutory or non-statutory),with respect to
actions for breach of duty to this corporation, its stockholders
or others.  No repeal or modification of this Article IX by the
stockholders will adversely affect any right or protection of a
director of this corporation existing by virtue of this Article
IX at the time of such repeal or modification.


Dated:  March 1, 2002	 /S/ STEPHANIE E. ALLEN
		Stephanie E. Allen
		Incorporator
	3	0146-5\Cert Incorp\w

EX-3

EXHIBIT 3.(ii)














BYLAWS

OF

TEMECULA VALLEY BANCORP INC.


TABLE OF CONTENTS


ARTICLE 1. STOCKHOLDERS	3
Section 1.1.	Annual Meeting.	3
Section 1.2.	Special Meetings.	3
Section 1.3.	Notice of Meetings.	3
Section 1.4.	Quorum.	4
Section 1.5.	Organization.	4
Section 1.6.	Conduct of Business.	4
Section 1.7.	Notice of Stockholder Business.	4
Section 1.8.	Proxies and Voting.	5
Section 1.9.	Stock List.	6
Section 1.10.	Stockholder Action by Written Consent.	6
ARTICLE 2. BOARD OF DIRECTORS	6
Section 2.1.	Number and Term of Office.	6
Section 2.2.	Vacancies and Newly Created
Directorships.	7
Section 2.3.	Removal.	7
Section 2.4.	Regular Meetings.	7
Section 2.5.	Special Meetings.	7
Section 2.6.	Quorum.	8
Section 2.7.	Participation in Meetings by Conference
Telephone.	8
Section 2.8.	Conduct of Business.	8
Section 2.9.	Powers.	8
Section 2.10.	Compensation of Directors.	9
Section 2.11.	Nomination of Director Candidates.	9
Section 2.12.	Honorary and Advisory Directors.	9
ARTICLE 3. COMMITTEES	9
Section 3.1.	Committees of the Board of Directors.	10
Section 3.2.	Conduct of Business.	10
ARTICLE 4. OFFICERS	10
Section 4.1.	Generally.	10
Section 4.2.	Chairman of the Board.	11
Section 4.3.	President.	11
Section 4.4.	Vice President.	11
Section 4.5.	Chief Financial Officer.	11
Section 4.6.	Secretary.	12
Section 4.7.	Delegation of Authority.	12
Section 4.8.	Removal.	12
Section 4.9.	Action With Respect to Securities of
Other Corporations.	12
ARTICLE 5. STOCK	12
Section 5.1.	Certificates of Stock.	12
Section 5.2.	Transfers of Stock.	13
Section 5.3.	Record Date.	13
Section 5.4.	Lost, Stolen or Destroyed Certificates.	13
Section 5.5.	Regulations.	13
ARTICLE 6. NOTICES	13
Section 6.1.	Notices.	13
Section 6.2.	Waivers.	14
ARTICLE 7. MISCELLANEOUS	14
Section 7.1.	Facsimile Signatures.	14
Section 7.2.	Corporate Seal.	14
Section 7.3.	Reliance Upon Books, Reports and
Records.	14
Section 7.4.	Fiscal Year.	14
Section 7.5.	Time Periods.	14
ARTICLE 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS	15
Section 8.1.	Right to Indemnification.	15
Section 8.2.	Right of Claimant to Bring Suit.	16
Section 8.3.	Non-Exclusivity of Rights.	16
Section 8.4.	Indemnification Contracts.	17
Section 8.5.	Insurance.	17
Section 8.6.	Effect of Amendment.	17
ARTICLE 9. AMENDMENTS	17



BYLAWS
OF
TEMECULA VALLEY BANCORP INC.


ARTICLE 1.
STOCKHOLDERS

Section 1.1.	Annual Meeting.
An annual meeting of the stockholders of Temecula Valley Bancorp
Inc. (the "Corporation"), for the election of directors and for
the transaction of such other business as may properly come
before the meeting, shall be held at such place, on such date,
and at such time as the Board of Directors shall each year fix,
which date shall be within thirteen months subsequent to the
later of the date of incorporation or the last annual meeting of
stockholders.

Section 1.2.	Special Meetings.
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by (1) the
Board of Directors pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption),
(2) the Chairman of the Board, (3) the President or (4) the
holders of shares entitled to cast not less than twenty percent
(20%) of the votes at the meeting, and shall be held at such
place, on such date, and at such time as they shall fix.
Business transacted at special meetings shall be confined to the
purpose or purposes stated in the notice.

Section 1.3.	Notice of Meetings.
Written notice of the place, date and time of all meetings of the
stockholders shall be given not less than ten (10) nor more than
sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the
Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

	When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written
notice of the place, date and time of the adjourned meeting shall
be given in conformity herewith.  At any adjourned meeting, any
business may be transacted which might have been transacted at
the original meeting.

Section 1.4.	Quorum.
At any meeting of the stockholders, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a
larger number may be required by law or by the Certificate of
Incorporation or Bylaws of this Corporation.

	If a quorum shall fail to attend any meeting, the chairman
of the meeting or the holders of a majority of the shares of
stock entitled to vote who are present, in person or by proxy,
may adjourn the meeting to another place, date, or time.

	If a notice of any adjourned special meeting of stockholders
is sent to all stockholders entitled to vote thereat, stating
that it will be held with those present constituting a quorum,
then except as otherwise required by law, those present at such
adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such
meeting.

Section 1.5.	Organization.
Such person as the Board of Directors may have designated or, in
the absence of such a person, the Chief Executive Officer of the
Corporation or, in his absence, such person as may be chosen by
the holders of a majority of the shares entitled to vote who are
present, in person or by proxy, shall call to order any meeting
of the stockholders and act as chairman of the meeting.  In the
absence of the Secretary of the Corporation, the Secretary of the
meeting shall be such person as the Chairman appoints.

Section 1.6.	Conduct of Business.
The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including
such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

Section 1.7.	Notice of Stockholder Business.
At an annual or special meeting of the stockholders, only such
business shall be conducted as shall have been properly brought
before the meeting.  To be properly brought before a meeting,
business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors, (b) properly brought before the meeting by or at the
direction of the Board of Directors, (c) properly brought before
an annual meeting by a stockholder, or (d) properly brought
before a special meeting by a stockholder, but if, and only if,
the notice of a special meeting provides for business to be
brought before the meeting by stockholders.  For business to be
properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a stockholder
proposal to be presented at an annual meeting shall be received
at the Corporation's principal executive offices not less than
120 calendar days in advance of the date that the Corporation's
(or the Corporation's predecessor's) proxy statement was released
to stockholders in connection with the previous year's annual
meeting of stockholders, except that if no annual meeting was
held in the previous year or the date of the annual meeting has
been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement,
or in the event of a special meeting, notice by the stockholder
to be timely must be received not later than the close of
business on the tenth day following the day on which such notice
of the date of the meeting was mailed or such public disclosure
was made.  A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before
the annual or special meeting (a) a brief description of the
business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the
annual or special meeting, (b) the name and address, as they
appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at an annual or special meeting
except in accordance with the procedures set forth in this
Section 1.7.  The chairman of an annual or special meeting shall,
if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in
accordance with the provisions of this Section 1.7, and if he
should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not
be transacted.

Section 1.8.	Proxies and Voting.
At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument
in writing filed in accordance with the procedure established for
the meeting.

	Each stockholder shall have one vote for every share of
stock entitled to vote which is registered in his name on the
record date for the meeting, except as otherwise provided herein
or required by law.

	All voting, except where otherwise required by law, may be
by a voice vote provided, however, that upon demand therefor by a
stockholder entitled to vote or by his or her proxy, a stock vote
shall be taken.  Every stock vote shall be taken by ballots, each
of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure
established for the meeting.  Every vote taken by ballots shall
be counted by an inspector or inspectors appointed by the
chairman of the meeting.

	All elections shall be determined by a plurality of the
votes cast, and except as otherwise required by law (see General
California Corporations Law Section 2115(b), if applicable) or
these Bylaws, all other matters shall be determined by a majority
of the votes cast.

Section 1.9.	Stock List.
A complete list of stockholders entitled to vote at any meeting
of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the
number of shares registered in his or her name, shall be open to
the examination of any such stockholder, for any purpose germane
to the meeting, during ordinary business hours for a period of at
least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.

	The stock list shall also be kept at the place of the
meeting during the whole time thereof and shall be open to the
examination of any such stockholder who is present.  This list
shall presumptively determine the identity of the stockholders
entitled to vote at the meeting and the number of shares held by
each of them.

Section 1.10.	Stockholder Action by Written Consent.
Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the actions so
taken, is signed by the holders of outstanding shares having not
less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  All such
consents shall be filed with the Secretary of the Corporation and
shall be maintained in the corporate records.  Prompt notice of
the taking of a corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.

ARTICLE 2.
BOARD OF DIRECTORS

Section 2.1.	Number and Term of Office.
The number of directors shall initially be six (6), and,
thereafter, shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption)
provided that the number fixed shall be no less than five (5) and
no more than twenty five (25).  Each director shall hold office
until his successor is elected and qualified or until his earlier
death, resignation, retirement, disqualification or removal.

Section 2.2.	Vacancies and Newly Created Directorships.
Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement,
disqualification, or other cause (other then removal from office
by a vote of the stockholders) may be filled only by a majority
vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at
the next annual meeting of stockholders.  No decrease in the
number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

Section 2.3.	Removal.
Any director, or the entire Board of Directors, may be removed
from office at any time, with or without cause, but only by the
affirmative vote of the holders of at least a majority of the
voting power of all of the then outstanding shares of stock of
the Corporation entitled to vote generally in the election of
directors, voting together as a single class, subject, however,
to the provisions of Section 2115(b) of the General Corporation
Law of California, if applicable.  Vacancies in the Board of
Directors resulting from such removal may be filled by (i) a
majority of the directors then in office, though less than a
quorum, or (ii) the stockholders at a special meeting of the
stockholders properly called for that purpose, by the vote of the
holders of a majority of the shares entitled to vote at such
special meeting subject to the provisions of Section 2115(b) of
the General Corporation Law of California, if applicable.
Directors so chosen shall hold office until the next annual
meeting of stockholders.

Section 2.4.	Regular Meetings.
Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times
as shall have been established by the Board of Directors and
publicized among all directors.  A notice of each regular meeting
shall not be required.

Section 2.5.	Special Meetings.
Special meetings of the Board of Directors may be called by two
(2) or more of the directors then in office (rounded up to the
nearest whole number), by the Chairman of the Board or by the
Chief Executive Officer and shall be held at such place, on such
date, and at such time as they or he shall fix.  Notice of the
place, date and time of each such special meeting shall be given
each director by whom it is not waived by mailing written notice
not less than five (5) days before the meeting (one (1) day
before the meeting if delivered by an overnight courier service
and two (2) days before the meeting if by overseas courier
service) or by telephoning, telecopying, telegraphing or
personally delivering the same not less than twenty-four (24)
hours before the meeting.  Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a
special meeting.

Section 2.6.	Quorum.
At any meeting of the Board of Directors, a majority of the total
number of authorized directors shall constitute a quorum for all
purposes.  If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another
place, date or time, without further notice or waiver thereof.

Section 2.7.	Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or of any committee of the
Board of Directors, may participate in a meeting of such Board or
committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other and such
participation shall constitute presence in person at such
meeting.

Section 2.8.	Conduct of Business.
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to
time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise
provided herein or required by law.  Action may be taken by the
Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.

Section 2.9.	Powers.
The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:

(1)	To declare dividends from time to time in
accordance with law;

(2)	To purchase or otherwise acquire any
property, rights or privileges on such terms as it shall
determine;

(3)	To authorize the creation, making and
issuance, in such form as it may determine, of written
obligations of every kind, negotiable or non-negotiable, secured
or unsecured, and to do all things necessary in connection
therewith;

(4)	To remove any officer of the Corporation with
or without cause, and from time to time to pass on the powers and
duties of any officer upon any other person for the time being;

(5)	To confer upon any officer of the Corporation
the power to appoint, remove and suspend subordinate officers,
employees and agents;

(6)	To adopt from time to time such stock option,
stock purchase, bonus or other compensation plans for directors,
officers, employees and agents of the Corporation and its
subsidiaries as it may determine;

(7)	To adopt from time to time such insurance,
retirement and other benefit plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as
it may determine; and

(8)	To adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the
Corporation's business and affairs.

Section 2.10.	Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for their
services as directors, including, without limitation, their
services as members of committees of the Board of Directors.

Section 2.11.	Nomination of Director Candidates.
Nominations for the election of directors may be made by the
Board of Directors or a proxy committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election
of directors.

Section 2.12.	Honorary and Advisory Directors.
The Board of Directors of the Corporation may appoint any
individual as Honorary Director, Director Emeritus or member of
any advisory board established by the Board of Directors.  Any
individual so appointed may be compensated as provided in Section
2.10, but such individual may not vote at any meeting of the
Board of Directors or be counted in determining a quorum for any
purpose, and shall not have any responsibility or be subject to
any liability imposed upon a director or otherwise be deemed a
director.

ARTICLE 3.
COMMITTEES

Section 3.1.	Committees of the Board of Directors.
The Board of Directors, by a vote of a majority of the whole
Board, may from time to time designate committees of the Board,
with such lawfully delegable powers and duties as it thereby
confers, to serve at the pleasure of the Board and shall, for
those committees and any others provided for herein, elect a
director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members
who may replace any absent or disqualified member at any meeting
of the committee.  Any committee so designated may recommend that
the Board of Directors declare a dividend, authorize the issuance
of stock or adopt an agreement of merger or consolidation if the
resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide.  In the
absence or disqualification of any member of any committee and
any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified
member.  Each committee of the Board shall consist of one or more
members.

Section 3.2.	Conduct of Business.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith,
except as otherwise provided herein or required by law.  Adequate
provision shall be made for notice to members of all meetings and
all matters shall be determined by a majority vote of the members
present.  Action may be taken by any committee without a meeting
if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings
of such committee.

ARTICLE 4.
OFFICERS

Section 4.1.	Generally.
The officers of the Corporation shall consist of a President, a
Secretary and a Chief Financial Officer.  The Corporation may
also have, at the discretion of the Board of Directors, a
Chairman of the Board, a Chief Executive Officer, one or more
Vice Presidents, and such other officers as may from time to time
be appointed by the Board of Directors.  Each officer shall hold
office until his or her successor is elected and qualified or
until his or her earlier resignation or removal.  Any number of
offices may be held by the same person.

Section 4.2.	Chairman of the Board.
The Chairman of the Board, if there shall be such an officer,
shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties
as may be from time to time assigned to him by the Board of
Directors or as provided by these Bylaws.

Section 4.3.	President.
Subject to such supervisory powers of the Chairman of the Board,
if there be such an officer, the President shall be the general
manager and Chief Executive Officer of the Corporation and shall,
subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers
of the Corporation.  He shall preside at all meetings of the
stockholders.  He shall be ex officio a member of all the
standing committees, including the executive committee, if any,
and shall have the general powers and duties of management
usually vested in the office of President of a Corporation, and
shall have such other powers and duties as may be prescribed by
the Board of Directors or by these Bylaws.

Section 4.4.	Vice President.
In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the
Board of Directors, shall perform the duties of the President,
and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the President.  The Vice Presidents
shall have such other powers and perform such other duties as
from time to time may be prescribed for them respectively by the
Board of Directors or these Bylaws.

Section 4.5.	Chief Financial Officer.
The Chief Financial Officer shall keep and maintain or cause to
be kept and maintained, adequate and correct books and records of
account in written form or any other form capable of being
converted into written form.

	The Chief Financial Officer shall deposit all monies and
other valuables in the name and to the credit of the Corporation
with such depositaries as may be designated by the Board of
Directors.  He shall disburse all funds of the Corporation as may
be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of
all of his transactions as Chief Financial Officer and of the
financial condition of the Corporation and shall have such other
powers and perform such other duties as may be prescribed by the
Board of Directors or by these Bylaws.

Section 4.6.	Secretary.
The Secretary shall keep, or cause to be kept, a book of minutes
in written form of the proceedings of the Board of Directors,
committees of the Board, and stockholders.  Such minutes shall
include all waivers of notice, consents to the holding of
meetings, or approvals of the minutes of meetings executed
pursuant to these Bylaws or the Delaware General Corporation Law.
The Secretary shall keep, or cause to be kept at the principal
executive office or at the office of the Corporation's transfer
agent or registrar, a record of its stockholders, giving the
names and addresses of all stockholders and the number and class
of shares held by each.

	The Secretary shall give or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors
required by these Bylaws or by law to be given, and shall keep
the seal of the Corporation in safe custody, and shall have such
other powers and perform such other duties as may be prescribed
by the Board of Directors or these Bylaws.

Section 4.7.	Delegation of Authority.
The Board of Directors may from time to time delegate the powers
or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

Section 4.8.	Removal.
Any officer of the Corporation may be removed at any time, with
or without cause, by the Board of Directors.

Section 4.9.	Action With Respect to Securities of Other
Corporations.
Unless otherwise directed by the Board of Directors, the
President or any officer of the Corporation authorized by the
President shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its
ownership of securities in such other corporation.

ARTICLE 5.
STOCK

Section 5.1.	Certificates of Stock.
Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the
Chief Financial Officer, certifying the number of shares owned by
him or her.  Any of or all the signatures on the certificate may
be facsimile.

Section 5.2.	Transfers of Stock.
Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the
Corporation.  Except where a certificate is issued in accordance
with Section 5.4 of these Bylaws, an outstanding certificate for
the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.

Section 5.3.	Record Date.
The Board of Directors may fix a record date, which shall not be
more than sixty (60) nor fewer than ten (10) days before the date
of any meeting of stockholders, nor more than sixty (60) days
prior to the time for the other action hereinafter described, as
of which there shall be determined the stockholders who are
entitled:  to notice of or to vote at any meeting of stockholders
or any adjournment thereof; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any
rights with respect to any change, conversion or exchange of
stock or with respect to any other lawful action.

Section 5.4.	Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate
of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

Section 5.5.	Regulations.
The issue, transfer, conversion and registration of certificates
of stock shall be governed by such other regulations as the Board
of Directors may establish.

ARTICLE 6.
NOTICES

Section 6.1.	Notices.
Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may
in every instance be effectively given by hand delivery to the
recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram,
mailgram, telecopy or commercial courier service.  Any such
notice shall be addressed to such stockholder, director, officer,
employee or agent at his last known address as the same appears
on the books of the Corporation.  The time when such notice shall
be deemed to be given shall be the time such notice is received
by such stockholder, director, officer, employee or agent, or by
any person accepting such notice on behalf of such person, if
hand delivered, or the time such notice is dispatched, if
delivered through the mails or by telegram, courier or mailgram.

Section 6.2.	Waivers.
A written waiver of any notice, signed by a stockholder,
director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be
deemed equivalent to the notice required to be given to such
stockholder, director, officer, employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such
a waiver.  Attendance of a person at a meeting shall constitute a
waiver of notice for such meeting, except when the person attends
a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

ARTICLE 7.
MISCELLANEOUS

Section 7.1.	Facsimile Signatures.
In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile
signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a
committee thereof.

Section 7.2.	Corporate Seal.
The Board of Directors may provide a suitable seal, containing
the name of the Corporation, which seal shall be in the charge of
the Secretary.  If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and
used by the Chief Financial Officer or by an Assistant Secretary
or other officer designated by the Board of Directors.

Section 7.3.	Reliance Upon Books, Reports and Records.
Each director, each member of any committee designated by the
Board of Directors, and each officer of the Corporation shall, in
the performance of his duties, be fully protected in relying in
good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant or by
an appraiser.

Section 7.4.	Fiscal Year.
The fiscal year ending of the Corporation shall be on the 31st
day of December of each year.

Section 7.5.	Time Periods.
In applying any provision of these Bylaws which require that an
act be done or not done a specified number of days prior to an
event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used,
the day of the doing of the act shall be excluded, and the day of
the event shall be included.

ARTICLE 8.
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.1.	Right to Indemnification.
Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative, is or was a
director or, officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer or employee
of another corporation, or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer or employee
or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the laws of
Delaware, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said laws permitted the Corporation
to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties, amounts paid or to be paid in
settlement and amounts expended in seeking indemnification
granted to such person under applicable law, this Bylaw or any
agreement with the Corporation) reasonably incurred or suffered
by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that,
except as provided in Section 8.2, the Corporation shall
indemnify any such person seeking indemnity in connection with an
action, suit or proceeding (or part thereof) initiated by such
person only if (a) such indemnification is expressly required to
be made by law, (b) the action, suit or proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation, (c) such indemnification is provided by the
Corporation, in its sole discretion, pursuant to the powers
vested in the Corporation under the Delaware General Corporation
Law, or (d) the action, suit or proceeding (or part thereof) is
brought to establish or enforce a right to indemnification under
an indemnity agreement or any other statute or law or otherwise
as required under Section 145 of the Delaware General Corporation
Law.  Such right shall be a contract right and shall include the
right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General
Corporation Law then so requires, the payment of such expenses
incurred by a director or officer of the Corporation in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of
such proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not
entitled to be indemnified under this Section or otherwise.  The
foregoing is qualified to the extent of General Corporation Law
of California at Section 2115(b), if applicable.

Section 8.2.	Right of Claimant to Bring Suit.
If a claim under Section 8.1 is not paid in full by the
Corporation within ninety (90) days after a written claim has
been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if such suit is not frivolous or
brought in bad faith, the claimant shall be entitled to be paid
also the expense of prosecuting such claim.  It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required
undertaking, if any, has been tendered to this Corporation) that
the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor
an actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption
that a claimant has not met such applicable standard of conduct.

Section 8.3.	Non-Exclusivity of Rights.
The rights conferred on any person by Sections 8.1 and 8.2 shall
not be exclusive of any other right which such persons may have
or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

Section 8.4.	Indemnification Contracts.
The Board of Directors is authorized to enter into a contract
with any director, officer, employee or agent of the Corporation,
or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including
employee benefit plans, providing for indemnification rights
equivalent to or, if the Board of Directors so determines,
greater than, those provided for in this Article VIII.

Section 8.5.	Insurance.
The Corporation may maintain insurance to the extent reasonably
available, at its expense, to protect itself and any such
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether
or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under Delaware
General Corporation Law.

Section 8.6.	Effect of Amendment.
Any amendment, repeal or modification of any provision of this
Article VIII by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of
a director or officer of the Corporation existing at the time of
such amendment, repeal or modification.

ARTICLE 9.
AMENDMENTS

	Subject to any contrary or limiting provisions contained in
the Certificate of Incorporation, the Board of Directors is
expressly empowered to adopt, amend or repeal Bylaws of the
Corporation, subject to the right of the stockholders to adopt,
amend, alter or repeal the Bylaws of the Corporation.  Any
adoption, amendment or repeal of Bylaws of the Corporation by the
Board of Directors shall require the approval of a majority of
the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the
time any resolution providing for adoption, amendment or repeal
is presented to the Board).  The holders of at least a majority
of the shares of the stock of the Corporation shall also have
power to adopt, amend or repeal the Bylaws of the Corporation.





4

	0146-5\Bylaws\w

EX-4

Exhibit 4.(i)
TEMECULA VALLEY BANCORP INC.[LOGO]

[NUMBER SEAL]	[SHARES SEAL]

Common Stock	Common Stock

INCORPORATED UNDER THE 	SEE REVERSE FOR
LAWS OF THE STATE OF DELAWARE	CERTAIN DEFINITIONS

	CUSIP 87972L 10 4

This Certifies that



is the record owner of


FULLY PAID SHARES, BEING THE SHARES REPRESENTED HEREBY, OF
TEMECULA VALLEY BANCORP INC.

Hereinafter designated "the Corporation," transferable on the
share register of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed or
assigned.  The amount of capital stock of the Corporation is set
forth on the books of the Corporation and the par value of the
shares of capital stock of the Corporation is as set forth in the
Certificate of Incorporation of the Corporation which Certificate
of Incorporation and any and all amendments thereto are on file
at the office of the Corporation and are hereby expressly
incorporated herein by reference and to all of which the holder
by acceptance hereof, hereby agrees and assents.  THIS
CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED AND REGISTERED BY
THE TRANSFER AGENT AND REGISTRAR.
	IN WITNESSETH WHEREOF, the said Corporation has caused this
Certificate to be signed by the facsimile signature of its duly
authorized officers.

Dated:

[TEMECULA VALLEY BANCORP INC. SEAL]
2002
/S/ Donald A. Pitcher	/S/ Stephen H. Wacknitz
Secretary	President

EX-4

EXHIBIT 4.(ii)
WARRANT



THIS WARRANT SHALL BE TRANSFERABLE SEPARATELY FROM THE CONTEMPORANEOUSLY
ISSUED COMMON STOCK AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SECTION 4
THEREOF.


No. W-	______ Warrants which Expire June 22, 2003
	To Purchase One Share of Common Stock Each



TEMECULA VALLEY BANK, NATIONAL ASSOCIATION
Organized Under the Laws of the United States


		THIS CERTIFIES THAT for value received, ________________, the
registered holder hereof ("Holder") is entitled to purchase from Temecula
Valley Bank, N.A. ("Bank"), at the purchase price of $5.00 per share
("Warrant Price") one share of Common Stock of the Bank ("Common Stock") for
each Warrant set forth above.  The number of shares purchasable upon exercise
of this Warrant and the Warrant Price per share shall be subject to
adjustment from time to time as set forth herein.

		This Warrant is one of a duly authorized issue of 200,000
Warrants evidencing the right to purchase an aggregate of up to 200,000
shares of Common Stock and is issued in connection with the Bank's Offering
of 200,000 Units; each Unit consisting of four (4) shares of Common Stock and
one (1) Warrant to purchase one (1) share of Common Stock.  Shares of Common
Stock to be issued upon exercise of Warrants are referred to herein as
"Warrant Shares."

		The Warrants may be exchanged, without charge, for another
Warrant(s) entitling the holder thereof to purchase a like aggregate number
of Warrant Shares as the Warrant(s) surrendered and any Holder desiring to
exchange a Warrant(s) shall make such request in writing delivered to the
Bank and shall surrender, properly endorsed, the Warrant(s) to be so
exchanged.  Thereupon, the Bank shall deliver to the person entitled thereto
new Warrants as so requested.

		The Warrants shall be transferable only on the books of the Bank
upon delivery thereof duly endorsed with signatures properly guaranteed by a
commercial bank or securities brokerage firm or accompanied by proper
evidence of succession, assignment or authority to transfer.  Upon any
registration of transfer, the Bank shall deliver a new Warrant or Warrants to
the persons entitled thereto.

		[The following legend will be placed on warrants issued to
directors and executive officers of the Bank]:

	If the capital of the Bank falls below the minimum capital
requirements contained in 12 C.F.R. Part 3, or falls below a
higher requirement as determined by the Comptroller of the
Currency ("Comptroller"), the Comptroller may direct the Bank to
require Warrant holders to exercise or forfeit their Warrants.
The Bank will notify the holder of this Warrant within 45 days of
the date the Comptroller notifies the Bank in writing that
holders of Warrants must exercise or forfeit their Warrants.  The
Bank will cancel Warrants not exercised within 21 days of the
Bank's notice.  The Bank has agreed to comply with any
Comptroller request that the Bank invoke its right to require
holders of Warrants to exercise or forfeit their Warrants under
the circumstances stated above.


		1.	Expiration Date.  The Warrants represented hereby will
expire at 5:00 p.m. Pacific Time on ____________, 2003 ("Expiration Date")
and shall be exercisable at any time until the Expiration Date.  The Board of
Directors, in its sole discretion, may establish additional periods for the
exercise of the Warrants, and may extend the Expiration Date.  The
appropriate terms utilized herein shall be applicable in the event of any
such extension(s).

		2.	Period of Exercise.  Subject to the terms of this Warrant,
each Holder shall have the right, commencing on the date of issuance of the
Warrants and extending until 5:00 p.m. Pacific Time on the Expiration Date,
to purchase from the Bank the number of Warrant Shares indicated on the front
of this certificate.  The Warrant Shares shall be fully paid and
nonassessable (except to the extent provided by the National Bank Act).
Prior to exercise, upon request of the Holder, the Bank will provide Holders
with the most current public financial information then available.  The Bank
represents and warrants that it will provide, at a minimum, the information
that would be publicly available if the Bank, at the time of any such
exercise, were required to file quarterly and annual report with the Office
of the Comptroller of the Currency pursuant to 12 C.F.R. Part 16.20, which
references the Securities and Exchange Act of 1934, as amended, and the
regulations promulgated thereunder.

		3.	Manner of Exercise.  A Warrant may be exercised by
contacting the Bank's transfer agent, U.S. Stock Transfer Corp., 1745 Gardena
Avenue, Glendale, California 91204, (818) 502-1404 and upon presentation and
surrender hereof, together with the Warrant Purchase Form at the end hereof,
duly filled in and signed, and upon payment  to the Bank of the Warrant Price
(subject to adjustment in accordance with the provisions of Section 9
hereof), for the number of Warrant Shares in respect of which such Warrants
are then exercised.  Payment of the aggregate Warrant Price shall be made in
cash, by check or any combination thereof.

		The Bank shall not be required to issue fractional Warrant Shares
on the exercise of Warrants.  When Warrants are presented for exercise in
full at the same time by the same Holder, the number of full Warrant Shares
shall be issuable upon the exercise of the Warrants so presented.  If any
fraction of a Warrant Share would be issuable on the exercise of any Warrants
in full, the Bank shall pay an amount in cash equal to the then current
market price per Warrant Share multiplied by such fraction.  When Warrants
are presented for exercise as to a specified portion, only full Warrant
Shares shall be issuable and a new Warrant shall be issuable evidencing the
remaining Warrant or Warrants.

		Upon surrender of Warrants and payment of the Warrant Price as
aforesaid, the Bank shall issue and cause to be delivered with all reasonable
dispatch to or upon the written order of the Holder and in such name or names
as the Holder may designate, a certificate or certificates for the number of
full Warrant Shares so purchased upon the exercise of such Warrants, together
with payment, as provided above in this Section 3, in respect of any
fractional Warrant Share otherwise issuable upon surrender.  Such certificate
or certificates shall be deemed to have been issued and any person so
designated to be named therein shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such
Warrants and payment of the Warrant Price, as aforesaid; provided, however,
that if, at the date of surrender of such Warrants and payment of the Warrant
Price, the transfer books for the Warrant Shares or other class of stock
purchasable upon the exercise of such Warrants shall be closed, the
certificates for the Warrant Shares in respect of which such Warrants are
then exercised shall be issuable as of the date on which such books shall
next be opened (whether before or after the Expiration Dates) and until such
date the Bank shall be under no duty to deliver any certificate for such
Warrant Shares.  The rights of purchase represented by the Warrants shall be
exercisable, at the election of the Holders thereof, either in full or in
part, from time to time in part and, in the event that a Warrant is exercised
in respect of less than all of the Warrant Shares purchasable on such
exercise at any time prior to the date of expiration of the Warrants, a new
Warrant evidencing the remaining Warrant or Warrants will be issued;
provided, however, the Bank shall not be required to issue fractional
Warrants.  All Warrants surrendered in the exercise of the rights thereby
evidenced shall be cancelled by the Bank.

		4.	Transferability of Warrants.  The Warrants shall be
transferable separately from the contemporaneously issued Common Stock.
Transfers may take place by utilizing the Assignment Form at the end hereof.

		5.	Payment of Taxes.  The Bank will pay all documentary stamp
taxes, if any, attributable to the initial issuance of Warrant Shares upon
the exercise of Warrants; provided, however, that the Bank shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any Warrants or certificate
for Warrant Shares in a name other than that of the Holder of Warrants in
respect of which such Warrant Shares are issued, and in such case the Bank
shall not be required to issue or deliver any certificate for shares of
Common Stock or any Warrant until the person requesting the same has paid to
the Bank the amount of such tax or has established to the Bank's satisfaction
that such tax has been paid.

		6.	Mutilated or Missing Warrants.  In case any of the Warrants
shall be mutilated, lost, stolen or destroyed, the Bank may at its discretion
issue, upon cancellation of the mutilated Warrant, or in lieu of and in
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest; but only upon receipt
of evidence satisfactory to the Bank of such loss, theft or destruction of
such Warrant, and indemnity, if requested, also satisfactory to the Bank.  An
applicant for such a substitute Warrant shall also comply with such other
reasonable regulations as the Bank may prescribe.

		7.	Reservation of Warrant Shares.  The Bank shall at all
times, while the Warrants are exercisable, keep reserved, out of its
authorized Common Stock, a number of shares of Common Stock sufficient to
provide for the exercise of the rights of purchase represented by the
outstanding Warrants.  Promptly after the expiration of the Warrants, no
shares shall be subject to reservation in respect of such Warrants.

		8.	Cancellation of Warrants.  The Bank shall cancel any
Warrants surrendered for exchange, substitution, transfer or exercise in
whole or in part.

		9.	Adjustment of Warrant Price and Number of Warrant Shares.
The number and kind of securities purchasable upon the exercise of each
Warrant and the Warrant Price shall be subject to adjustments from time to
time upon the happening of certain events, as hereinafter defined:

			9.1	Mechanical Adjustments.  The number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant Price shall be
subject to adjustment as follows:

(a)	In case the Bank shall (i) pay a dividend in
shares of Common Stock or make a distribution in shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issue by reclassification of its
shares of Common Stock or capital reorganization other securities of the
Bank, the number of Warrant Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the Holder of each
Warrant shall be entitled to receive the kind and number of Warrant Shares or
other securities of the Bank which the Holder would have owned or have been
entitled to receive, assuming the Warrant had been exercised.  An adjustment
made pursuant to this Section (a) shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for
such event.

(b)	No adjustment shall be made in the number of
Warrant Shares purchasable upon the exercise of each Warrant unless such
adjustment would require an increase or decrease of at least 1% in the number
of Warrant Shares purchasable upon the exercise of each Warrant; provided,
however, that any adjustments which by reason of this Section (b) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations shall be made to the nearest one-
hundredth of a share.

(c)	Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant is adjusted, as herein
provided, the Warrant Price payable upon exercise of each Warrant shall be
adjusted by multiplying the Warrant Price immediately prior to adjustment by
a fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior to the
adjustment, and of which the denominator shall be the number of Warrant
Shares so purchasable immediately thereafter.

(d)	For the purpose of this Section 9.1., the term
"shares of Common Stock" or "Common Stock" shall mean (i) the class of stock
designated as the Common Stock of the Bank at the date of this Warrant, or
(ii) any other class of stock resulting from successive changes or
reclassification of such shares consisting solely of changes in par value, or
from par value to no par value, or from no par value to par value.  In the
event that at any time, as a result of an adjustment made pursuant to Section
9.1 (a) above, the Holder shall become entitled to purchase any shares of the
Bank other than shares of Common Stock, thereafter the number of such other
shares so purchasable upon exercise of each Warrant and the Warrant Price of
such shares shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect
to the Warrant Shares contained in Sections 9.1 (a) through (c) above, and
the provisions of Sections 1 and 2 and Sections 9.2 through 9.4, with respect
to the Warrant Shares, shall apply on like terms to any such other shares.

			9.2	Notice of Adjustment.  Whenever the number of Warrant
Shares purchasable upon the exercise of each Warrant or the Warrant Price of
such Warrant Shares are adjusted, as herein provided, the Bank shall cause to
be mailed by first class mail, postage prepaid, to each Holder notice of such
adjustment or adjustments setting forth the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant Price of such
Warrant Shares after adjustment, and the Bank shall further set forth a brief
statement of the facts and computations supporting such adjustment.  Any
failure by the Bank to give notice to the Holder or any defect therein shall
not affect the validity of such adjustment or of the event resulting in the
adjustment, nor of the Holder's rights to such adjustment.

			9.3	No Adjustment for Dividends or Distributions.  Except
as provided in Sections 9.1 and 9.5, no adjustment in respect of any
dividends or distributions shall be made during the term of a Warrant or upon
the exercise of a Warrant.

			9.4	Rights Upon Consolidation, Merger, etc.

				(a)	In case of any consolidation of the Bank with
or merger of the Bank into another corporation or in case of any sale or
conveyance to another corporation of the property of the Bank as an entirety
or substantially as an entirety, such successor or purchasing corporation may
assume the obligations hereunder, and may execute with the Bank an agreement
that each Holder shall have the right thereafter upon payment of the Warrant
Price to purchase upon exercise of each Warrant the kind and amount of shares
and other securities and property (including cash) which he would have owned
or have been entitled to receive after the happening of such consolidation,
merger, sale or conveyance had such Warrant been exercised immediately prior
to such action.  The Bank shall mail by first class mail, postage prepaid, to
each Holder notice of the execution of any such agreement.  Such agreement
shall provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 9.  The
provisions of this Section 9.4 shall similarly apply to successive
consolidation, mergers, sales or conveyances.

				(b)	In the event that such successor corporation
does not execute such an agreement with the Bank as provided in Section 9.4
(a) above, then as to outstanding Warrants then exercisable, each Holder
shall be entitled to exercise outstanding Warrants upon the payment of the
Warrant Price during a period of at least thirty days which period terminates
at least five days prior to consummation of the consolidation, merger, sale
or conveyance, and thereby receive consideration in the transaction on the
same basis as other previously outstanding shares of the same class as the
Warrant Shares acquired upon exercise.  If Section 9.4 (a) is not applicable
and Warrants are not exercised in accordance with this Section 9.4 (b) before
consummation of the transaction, then all Warrants will be cancelled and
become null and void.  The Bank shall mail by first class mail, postage
prepaid, to each Holder, at least ten days prior to the first date on which
the Warrant shall become exercisable, notice of the proposed transaction
setting forth the first and last date on which the Holder may exercise
outstanding Warrants and a description of the terms of this Warrant providing
for cancellation of the Warrants in the event that Warrants are not exercised
by the prescribed date.

				(c)	The Bank's failure to give any notice required
by this Section 9.4 or any defect therein shall not affect the validity of
any such agreement, consolidation, merger, sale or conveyance or property.

			9.5	Rights Upon Liquidation.  In case (a) the Bank shall
make any distribution of its assets to holders of its shares of Common Stock
as a liquidation dividend or by way of return of capital, or other than as a
dividend payable out of capital and unimpaired surplus legally available for
dividends under the National Bank Act, or (b) the Bank shall liquidate,
dissolve or wind up its affairs (other than in connection with a
consolidation, merger or sale of all or substantially all of its property,
assets and business as an entirety), then the Bank shall cause to be mailed
to each Holder of Warrants then exercisable, by first class mail, at least
twenty days prior to the applicable record date, a notice stating the date on
which such distribution, liquidation, dissolution or winding up is expected
to become effective, and the date on which it is expected that holders of
shares of Common Stock of record shall be entitled to exchange their shares
of Common Stock for securities or other property or assets (including cash)
deliverable upon such distribution, liquidation, dissolution or winding up.
The Bank's failure to give the notice required by this Section 9.5 or any
defect therein shall not affect the validity of such distribution,
liquidation, dissolution or winding up.

			9.6	Statement on Warrants.  Irrespective of any
adjustments in the Warrant Price or the number or kind of shares purchasable
upon the exercise of the Warrants, Warrants theretofore or thereafter issued
may continue to express the same price and number and kind of shares as are
stated in the Warrants initially issued.

		10.	No Rights as Shareholders.  Nothing contained in this
Warrant shall be construed as conferring upon the Holder hereof the right to
vote or to receive dividends or to consent to or receive notice as
shareholders in respect of any meeting of shareholders called for the
election of directors of the Bank or any other matter, or to any rights
whatsoever as shareholders of the Bank.

		11.	Notices.  Any notice pursuant to this Warrant by any Holder
to the Bank or by the Bank to the Holder, shall be in writing.  If to the
Bank, the notice shall be mailed first class, postage or hand delivered or
delivered by a nationally recognized overnight service to the Bank at its
office at 27710 Jefferson Avenue, Suite A100, Temecula, CA  92590 or such
other address as the Bank may designate in writing to the Holder.  If to the
Holder, the notice shall be mailed first-class, postage prepaid or delivered
by a nationally recognized overnight service at the Holder's address on the
books of the Bank.

		12.	Applicable Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of California, to the
extent not preempted by federal law without giving effect to principles of
conflict of laws.

		13.	State Securities Law.  The exercise of Warrants is
prohibited unless the issuance of the Warrant Shares has been registered or
qualified under laws of the state where registered unless there is an
exemption available from such requirements.

		14.	Captions.  The captions of the sections of this Warrant
have been inserted for convenience only and shall have no substantive effect.

		WITNESS the facsimile seal of the Bank and the signatures of its
duly authorized officers.


TEMECULA VALLEY BANK, NATIONAL
ASSOCIATION


By:	 /S/ STEPHEN H. WACKNITZ
STEPHEN H. WACKNITZ
	President, CEO & Chairman of the
Board


By:	 /S/ DONALD A. PITCHER
DONALD A. PITCHER
Senior Vice President, Chief
Financial Officer

Dated:	__________, 2001

(Corporate Seal)



ASSIGNMENT

(To be signed only upon assignment of Warrant)



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto







(Name and address of Assignee must be printed or typewritten)


Please provide Social Security No. or Federal Tax I.D. No. of
Assignee:

the within Warrant(s) hereby irrevocably constituting and
appointing:

Attorney to transfer said Warrant(s) on the books of the Bank,
with full power of substitution in the premises.


Dated:   ______________, 200__
			Signature of Record Holder




			Signature of Record Holder


Signature(s) Guaranteed By: _________________________

NOTE:	The signature(s) of this assignment must correspond with
the name as it appears upon the face of the within
Warrant Certificate in every particular, without
alteration or enlargement or any change whatever.


WARRANT PURCHASE FORM

TO:	TEMECULA VALLEY BANK, NATIONAL ASSOCIATION
	27710 JEFFERSON AVENUE, SUITE A100
	TEMECULA, CA  92590

		The undersigned hereby irrevocably elects to exercise
the right of purchase represented by the within Warrant for, and
to purchase thereunder, __________________ shares of the
Temecula Valley Bank, National Association Common Stock (upon
exercise of ______ Warrants to purchase one (1) share each), and
requests that certificates for such shares be issued in the
name(s) of:


Name (please print or type)	Name (please print or type)


Street Address		Street Address


City, State and Zip		City, State and Zip


Social Security/Taxpayer I.D.#		Social Security/Taxpayer I.D.#


Signature		Signature

If said number of shares shall not be all the shares purchasable
thereunder, a new Warrant for the balance remaining of the whole
number of Warrants shall be registered in the name of the
undersigned Warrant holder or his assignee as indicated below
and delivered to the address stated below.

DATED:	_____________________________,

Address:	_________________________________



Signature of Holder or Assignee


Signature of Holder or Assignee

NOTE:	The above signature(s) must correspond with the name(s) as
written upon the face of this Warrant in every particular,
without alteration or enlargement or any change whatsoever.

Signature(s) guaranteed by: ____________________________
1
	1