On September 18, 2008, Vineyard National Bancorp ("VNBC") announced that VNBC and its operating subsidiary, Vineyard Bank, N.A. ("Vineyard") had entered into an employment agreement with Glen Terry, as president and chief executive officer of VNBC and Vineyard, which terms were subject to regulatory approval. On December 17, 2008, VNBC, Vineyard and Mr. Terry entered into an amended and restated employment agreement (the "Restated Agreement"). The Restated Agreement includes certain changes that were (i) required by regulators or (ii) made in response to the changed circumstances at VNBC and the Bank (specifically, the previously disclosed unsuccessful capital raise transaction and the subsequent review by VNBC of strategic alternatives, including the potential sale of Vineyard).

The material changes contained in the Restated Agreement include:

· a reduction in the "Severance Payment" payable to Mr. Terry under certain circumstances from (i) two (2) times his annual base salary plus a pro-rated bonus to (ii) one (1) times his annual base salary. However, in the event that the conditions enumerated in 12 C.F.R. §§ 359.1(f)(1)(ii)(2)(A) through (E) do not exist at the time of termination (which conditions relate to, among other things, a troubled condition regulatory designation and similar matters), then the Severance Payment springs back to two (2) times base salary plus a pro-rated bonus; and

· the provision providing for a $180,000 payment to Mr. Terry in the event that he was not placed in the CEO role if a capital raise transaction was not successful was replaced with a provision providing for a $180,000 payment to Mr. Terry in the event of a termination of his employment if a transaction involving the sale of Vineyard does not occur.

Although certain other changes were made from the original employment agreement, all other material terms, including base salary and term, remain unchanged. The Restated Agreement also did not change any provisions relating to the grant of stock options to Mr. Terry. As a result, it is unlikely that the initial grant of stock options previously anticipated will now be made, due to the fact that that initial grant was to be made only after a successful capital raise transaction.

A copy of the Restated Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit Number  Description
10.1            Amended Employment Agreement, dated December 17, 2008,
                among Vineyard National Bancorp, Vineyard Bank, National
                Association and Glen C. Terry.