FORM OF CHANGE OF CONTROL AGREEMENT

Dear _____________:

Vineyard Bank (the "Bank") considers it essential to its best interests, the best interests of its sole shareholder, Vineyard National Bancorp (the “Company”), and the best interests of the Company’s shareholders, to foster the continuous employment of key management personnel. In this connection, the Bank recognizes that, as is the case with many businesses, the possibility of a change in control may exist and that such possibility and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Bank, the Company and their respective shareholders.

The Board of Directors of the Bank has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Bank's executive management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control.

In order to induce you to remain in the employ of the Bank, the Bank agrees that subject to the terms and conditions set forth in this letter agreement ("Agreement"), if a Change in Control (within the meaning of Section 2) occurs and you are employed by the Bank immediately prior thereto, the Bank will provide you with the Retention Benefit specified in Section 4.

1.  Term of Agreement. This Agreement will begin on the date hereof and will continue in effect through _____________. Beginning on ___________, and each January 1 thereafter, the Agreement will automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Bank gives you notice that it does not wish to extend this Agreement; provided, however, that any such notice that is given on or after a Change in Control will not be valid unless you consent thereto in writing.

2.  Change in Control. For purposes of this Agreement, a “Change in Control” shall mean:

(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization if more than 50% of the combined voting power (which voting power shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote, but not assuming the exercise of a warrant or right to subscribe to or purchase those shares) of the continuing or Surviving Entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned, directly or indirectly, by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization; provided, however, that in making the determination of ownership by the shareholders of the Company, immediately after the reorganization, equity securities which persons own immediately before the reorganization as shareholders of another party to the transaction shall be disregarded; or

(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets.

(iii) A transaction will not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

3.  Timing of, and Conditions to, Retention Payment Following Change in Control.

(i)  If you are employed by the Bank immediately prior to a Change in Control, unless you have been Unreasonably Uncooperative (as hereinafter defined) you will be entitled to receive the Retention Benefit on the earlier of (A) the 90^th day following the Change in Control; or (B) as soon as practicable (but not more than ten days) following the first occurrence on or after the Change in Control of any of the following: (1) the termination of your employment by the Bank (without regard to the reason of the termination of your employment), (2) your duties, title, responsibilities or compensation being meaningfully reduced by the Bank, or (3) your being required to perform your duties at a location that is more than 25 miles from their original location. In the event that you have been Unreasonably Uncooperative, you will forfeit your right to receive any benefit hereunder. For purposes hereof you will be deemed to have been “Unreasonably Uncooperative” if and only if the Bank’s Chief Executive Officer immediately prior to the Change in Control, in his sole discretion, provides you and the Bank with written notice that he has made an affirmative determination that you have been unreasonably uncooperative with the Bank during the period immediately prior to and immediately following the Change in Control. In making such determination, the Bank’s Chief Executive Officer immediately prior to the Change in Control will take into account all factors that he, in his sole discretion, deems relevant, including, but not limited to, (i) your position, duties and title prior to the Change in Control and (ii) the potential desire of the new beneficial owners of the Bank to replace some or all of the Bank’s management team with other personnel and to have the old management team reasonably assist them in the transition. The determination of the Bank’s Chief Executive Officer immediately prior to the Change in Control with respect thereto shall be binding, even though such determination may be somewhat subjective.