0000840256-05-000010 Sample Contracts

GUARANTEE AGREEMENT VINEYARD NATIONAL BANCORP Dated as of December 22, 2004
Guarantee Agreement • March 10th, 2005 • Vineyard National Bancorp • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 22, 2004, is executed and delivered by Vineyard National Bancorp, a bank holding company incorporated in California (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Vineyard Statutory Trust VII, a Delaware statutory trust (the “Issuer”).

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RESTRICTED SHARE AWARD AGREEMENT pursuant to the VINEYARD NATIONAL BANCORP
Restricted Share Award Agreement • March 10th, 2005 • Vineyard National Bancorp • National commercial banks • California

THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vineyard National Bancorp, (the “Company”), and the Participant specified above, pursuant to the Vineyard National Bancorp 2004 Restricted Share Plan as in effect and as amended from time to time (the “Plan”); and

RESTRICTED SHARE AWARD AGREEMENT pursuant to the VINEYARD NATIONAL BANCORP
Restricted Share Award Agreement • March 10th, 2005 • Vineyard National Bancorp • National commercial banks • California

THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vineyard National Bancorp, (the “Company”), and the Participant specified above, pursuant to the Vineyard National Bancorp 2002 Restricted Share Plan as in effect and as amended from time to time (the “Plan”); and

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