EIGHTH MODIFICATION AGREEMENT AND COVENANT WAIVER

This Eighth Modification Agreement and Covenant Waiver (this “ Agreement ”) is made as of April 1, 2009 but effective as of March 31, 2009 (the “ Effective Date ”), by and between VINEYARD NATIONAL BANCORP, a California corporation (“ Borrower ”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (“ Lender ”).  Unless otherwise set forth herein, all capitalized terms used herein shall have the meaning given such terms in the Loan Documents (defined below).

           WHEREAS, in connection with a loan from Lender to Borrower in the original principal amount of $70,000,000.00, with a current outstanding principal loan balance of $48,300,000.00; (the “ Loan ”), the Borrower executed and delivered to Lender that certain Amended and Restated Promissory Note (“ Note ”) dated March 29, 2007, that certain Loan Agreement (“ Loan Agreement ”), that certain  Pledge Agreement together with Addendum to Pledge Agreement (collectively the “ Pledge ”), each dated as of March 17, 2006, that certain Modification Agreement effective as of May 11, 2006 (“ First Modification ”), that certain Second Modification Agreement and Covenant Waiver effective as of March 29, 2007 (“ Second Modification ”), that certain Third Modification Agreement and Covenant Waiver effective as of March 15, 2008 (“ Third Modification ”), that certain Fourth Modification Agreement and Covenant Waiver effective as of June 30, 2008 (“ Fourth Modification ”), that certain Fifth Modification Agreement and Covenant Waiver dated and effective as of August 29, 2008 (“ Fifth Modification ”), that certain Amendment to Fifth Modification Agreement and Covenant Waiver effective as of September 23, 2008 (“ Amendment to Fifth Modification ”), that certain Sixth Modification Agreement and Covenant Waiver effective as of October 28, 2008 (“ Sixth Modification ”) and that certain Seventh Modification Agreement and Covenant Waiver effective as of November 28, 2008 (“ Seventh Modification ”) (this Agreement, the Note, the Loan Agreement, the Pledge, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, the Fifth Modification,  Amendment to Fifth Modification, the Sixth Modification, the Seventh Modification and any other documents executed by Borrower in connection with the Loan (but expressly excluding the Letter Agreement, as defined in the Seventh Modification) are collectively herein referred to as the “ Loan Documents ”);

           WHEREAS, Borrower desires to extend the maturity date of the Loan through May 22, 2009;

           WHEREAS, Borrower has requested that Lender extend the Waivers (as defined in the Fifth Modification and Amendment to Fifth Modification) and the Additional Waivers (as defined in the Seventh Modification) through and including May 22, 2009 (the “ Waivers ”);

           WHEREAS, subject to the terms and conditions contained herein, Lender is willing to (i) extend the Maturity Date of the Loan and (ii) extend the Waivers.

           NOW, THEREFORE, FOR MUTUAL CONSIDERATIONS, the receipt and sufficiency of which is hereby acknowledged, the undersigned Borrower and Lender do hereby modify the Loan Documents as follows:

1)   Capitalized Terms .  Any capitalized term used but not defined herein shall have the meaning ascribed to it in the Loan Documents.  All references to the “Loan Documents” in the Loan Agreement and any of the other Loan Documents shall include, without limitation, this Agreement and all other such Loan Documents, as modified by this Agreement.

2)   Extension of Maturity Date; Waiver . Subject to Borrower’s compliance with all representations, warranties, covenants and agreements contained in this Agreement and all the other Loan Documents as modified hereby:

(a)   Maturity Date .  The “Maturity Date” set forth in the Loan Agreement and elsewhere in the Loan Documents is hereby modified to mean May 22, 2009 (the “ New Maturity Date ”).

(b)   Waivers .  Lender hereby extends the Waivers for a period through and including the New Maturity Date.

3)   Modification of the Note .  The Note and, where applicable, the other Loan Documents are hereby modified as follows:

a.   Interest Rate .  From and after March 31, 2009 through and including the New Maturity Date, interest shall accrue on the outstanding principal balance of the Note at a fixed annual rate equal to the LIBOR Rate, as hereinafter defined, plus three hundred fifty (350) basis points (LIBOR Rate + 3.50%). As used herein, the term “LIBOR Rate” refers to the sixty (60) day London Interbank Offered Rate, as determined by Lender in its sole (but reasonable) discretion.  The LIBOR Rate shall be determined by Lender as of March 31, 2009 (or, if such date is not a business day, then on the next preceding business day).  Interest shall be calculated on the basis of a 360 day year and the actual number of calendar days elapsed.  Notwithstanding anything else in this instrument to the contrary, in no event shall the maximum rate of interest payable in respect to the indebtedness evidenced hereby exceed the maximum rate of interest allowed to be charged by applicable law.

b.   Payment Schedule .  Said principal and accrued interest thereon shall be due and payable as hereinafter set forth:

On the New Maturity Date the entire outstanding principal balance of the Loan, any accrued and unpaid interest thereon, and all incurred fees shall be due and payable without demand.

c.   No New Advances .  Borrower may not reborrow any sums repaid under the Loan, and Lender has no obligation to advance any new loan proceeds under the Loan.

4)   Conditions of Extension of Maturity Date; Waiver .  Lender’s agreement to extend the Maturity Date and Waivers is conditioned upon and subject to the timely satisfaction by Borrower of each of the following conditions (collectively the “ Conditions of Modification ”):

a.   Correctness and Warranties .  Except as expressly modified or waived herein, all representations and warranties made by Borrower to Lender under this Agreement and the other Loan Documents (including without limitation all of Borrower’s representations and warranties set forth in Sections 3.5 and 3.9 of the Loan Agreement) are and shall remain true and correct through and including the New Maturity Date and payment in full of the Loan.

b.   No Defaults Hereunder .  Borrower shall not breach any promise or covenant contained in this Agreement and shall not be in default under any provision of this Agreement or the other Loan Documents (except with respect to the Waivers, as waived hereby).