<PAGE>   1
                                                                     EXHIBIT 4.6

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                               GUARANTEE AGREEMENT


                                     BETWEEN


                                    VIB CORP
                                  AS GUARANTOR


                                       AND


                            FIRST UNION NATIONAL BANK
                              AS GUARANTEE TRUSTEE



                            Dated as of July 12, 2000








                              VIBC CAPITAL TRUST I






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<PAGE>   2

                                TABLE OF CONTENTS

                                    ARTICLE I

                            INTERPRETATION AND DEFINITIONS

<TABLE>
<S>                                                                                       <C>
SECTION 1.1. Interpretation..........................................................       2
SECTION 1.2. Definitions.............................................................       2

                                      ARTICLE II

                                        REPORTS

SECTION 2.1. List of Holders.........................................................       6
SECTION 2.2. Periodic Reports to the Guarantee Trustee...............................       6
SECTION 2.3. Events of Default; Waiver...............................................       6
SECTION 2.4. Event of Default; Notice................................................       6

                                      ARTICLE III

                  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee..............................       7
SECTION 3.2. Certain Rights of Guarantee Trustee.....................................       8
SECTION 3.3. Compensation............................................................      10
SECTION 3.4. Indemnity...............................................................      10
SECTION 3.5. May Hold Securities.....................................................      10

                                      ARTICLE IV

                                   GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee: Eligibility..........................................      11
SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee...........      11

                                       ARTICLE V

                                       GUARANTEE

SECTION 5.1. Guarantee...............................................................      12
SECTION 5.2. Waiver of Notice and Demand.............................................      12
SECTION 5.3. Obligations Not Affected................................................      12
SECTION 5.4. Rights of Holders.......................................................      13
</TABLE>


                                           i
<PAGE>   3

<TABLE>
<S>                                                                                       <C>
SECTION 5.5. Guarantee of Payment....................................................      14
SECTION 5.6. Subrogation.............................................................      14
SECTION 5.7. Independent Obligations.................................................      14

                                      ARTICLE VI

                              COVENANTS AND SUBORDINATION

SECTION 6.1. Dividends, Distributions and Payments...................................      14
SECTION 6.2. Subordination...........................................................      15
SECTION 6.3. Pari Passu Guarantees...................................................      15

                                      ARTICLE VII

                                      TERMINATION

SECTION 7.1. Termination.............................................................      15

                                     ARTICLE VIII

                                     MISCELLANEOUS

SECTION 8.1. Successors and Assigns..................................................      16
SECTION 8.2. Amendments..............................................................      16
SECTION 8.3. Notices.................................................................      16
SECTION 8.4. Benefit.................................................................      17
SECTION 8.5. Governing Law...........................................................      17
SECTION 8.6. Counterparts............................................................      18
</TABLE>


                                          ii
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        GUARANTEE AGREEMENT, dated as of July 12, 2000, executed and delivered
by VIB CORP, a California corporation (the "Guarantor") having its principal
office at 1498 Main Street, El Centro, CA 92243, and FIRST UNION NATIONAL BANK,
a national banking association, as trustee (in such capacity, the "Guarantee
Trustee"), for the benefit of the Holders (as defined herein) from time to time
of the Preferred Securities (as defined herein) of VIBC CAPITAL TRUST I, a New
York common law trust (the "Issuer").

                              W I T N E S S E T H :

        WHEREAS, pursuant to a Trust Agreement, dated as of July 12, 2000 (the
"Trust Agreement"), among the Guarantor, as Depositor, the Property Trustee and
the Administrative Trustees named therein and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing $10,000,000 aggregate Liquidation Amount (as defined in the Trust
Agreement) of its 11.695% Preferred Securities (Liquidation Amount $1,000 per
preferred security) (the "Preferred Securities") representing preferred
undivided beneficial interests in the assets of the Issuer and having the terms
set forth in the Trust Agreement;

        WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Notes (as
defined in the Trust Agreement) of the Guarantor, which will be deposited with
First Union National Bank, as Property Trustee under the Trust Agreement, as
trust assets; and

        WHEREAS, as incentive for the Holders to purchase Preferred Securities
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement to
provide as follows for the benefit of the Holders from time to time of the
Preferred Securities:


<PAGE>   5

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

        SECTION 1.1. Interpretation.

        In this Guarantee Agreement, unless the context otherwise requires:

             (a) capitalized terms used in this Guarantee Agreement but not
        defined in the preamble hereto have the respective meanings assigned to
        them in Section 1.2;

             (b) the words "include", "includes" and "including" shall be deemed
        to be followed by the phrase "without limitation";

             (c) all references to "the Guarantee Agreement" or "this Guarantee
        Agreement" are to this Guarantee Agreement as modified, supplemented or
        amended from time to time;

             (d) all references in this Guarantee Agreement to Articles and
        Sections are to Articles and Sections of this Guarantee Agreement unless
        otherwise specified;

             (e) the words "hereby", "herein", "hereof" and "hereunder" and
        other words of similar import refer to this Guarantee Agreement as a
        whole and not to any particular Article, Section or other subdivision;

             (f) a reference to the singular includes the plural and vice-versa;
        and

             (g) the masculine, feminine or neuter genders used herein shall
        include the masculine, feminine and neuter genders.

        SECTION 1.2. Definitions.

        As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings:

             "Affiliate" of any specified Person means any other Person directly
        or indirectly controlling or controlled by or under direct or indirect
        common control with such specified Person; provided, that the Issuer
        shall not be deemed to be an Affiliate of the Guarantor. For the
        purposes of this definition, "control" when used with respect to any
        specified Person means the power to direct the management and policies
        of such Person, directly or indirectly, whether through the ownership of
        voting securities, by contract or otherwise; and the terms "controlling"
        and "controlled" have meanings correlative to the foregoing.


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<PAGE>   6

             "Board of Directors" means either the board of directors of the
        Guarantor or any duly authorized committee of that board.

             "Common Securities" means the securities representing common
        undivided beneficial interests in the assets of the Issuer.

             "Debt" means with respect to any Person, whether recourse is to all
        or a portion of the assets of such Person, whether currently existing or
        hereafter incurred, and whether or not contingent and without
        duplication, (i) every obligation of such Person for money borrowed;
        (ii) every obligation of such Person evidenced by bonds, debentures,
        notes or other similar instruments, including obligations incurred in
        connection with the acquisition of property, assets or businesses; (iii)
        every reimbursement obligation of such Person with respect to letters of
        credit, bankers' acceptances or similar facilities issued for the
        account of such Person, (iv) every obligation of such Person issued or
        assumed as the deferred purchase price of property or services (but
        excluding trade accounts payable arising in the ordinary course of
        business); (v) every capital lease obligation of such Person; (vi) all
        indebtedness of such Person, whether incurred on or prior to the date of
        this Guarantee Agreement or thereafter incurred, for claims in respect
        of derivative products, including interest rate, foreign exchange rate
        and commodity forward contracts, options, swaps and similar
        arrangements; (vii) every obligation of the type referred to in clauses
        (i) through (vi) of another Person and all dividends of another Person
        the payment of which, in either case, such Person has guaranteed or is
        responsible or liable for, directly or indirectly, as obligor or
        otherwise, and (viii) any renewals, extensions, refundings, amendments
        or modifications of any obligation of the type referred to in clauses
        (i) through (vii).

             "Event of Default" means a default by the Guarantor on any of its
        payment or other obligations under this Guarantee Agreement; provided,
        that except with respect to a default in payment of any Guarantee
        Payments, the Guarantor shall have received notice of default from the
        Guarantee Trustee and shall not have cured such default within 30 days
        after receipt of such notice.

        "Guarantee Payments" means the following payments or distributions,
        without duplication, with respect to the Preferred Securities, to the
        extent not paid or made by or on behalf of the Issuer: (i) any
        accumulated and unpaid Distributions (as defined in the Trust Agreement)
        required to be paid on the Preferred Securities, to the extent the
        Issuer shall have funds on hand available therefor at such time, (ii)
        the redemption price, including all accumulated and unpaid Distributions
        to the date of redemption and any premium paid on the redemption of any
        notes comprising assets of the Issuer (the "Redemption Price"), with
        respect to any Preferred Securities called for redemption by the Issuer,
        to the extent the Issuer shall have funds on hand available therefor at
        such time, and (iii) upon a voluntary or involuntary termination,
        winding up or liquidation of the Issuer, unless Notes are distributed to
        the Holders,

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        the lesser of (a) the aggregate of the Liquidation Amount of $1,000 per
        Preferred Security plus accumulated and unpaid Distributions on the
        Preferred Securities to the date of payment, to the extent that the
        Issuer shall have funds available therefor at such time and (b) the
        amount of assets of the Issuer remaining available for distribution to
        Holders in liquidation of the Issuer after satisfaction of liabilities
        to creditors of the Issuer in accordance with applicable law (in either
        case, the "Liquidation Distribution").

             "Guarantee Trustee" means First Union National Bank, until a
        Successor Guarantee Trustee has been appointed and has accepted such
        appointment pursuant to the terms of this Guarantee Agreement, and
        thereafter means each such Successor Guarantee Trustee.

             "Holder" means any holder, as registered on the books and records
        of the Issuer, of any Preferred Securities; provided, that in
        determining whether the holders of the requisite percentage of Preferred
        Securities have given any request, notice, consent or waiver hereunder,
        "Holder" shall not include the Guarantor, the Guarantee Trustee or any
        Affiliate of the Guarantor or the Guarantee Trustee.

             "Indenture" means the Junior Subordinated Indenture, dated as of
        July 12, 2000, as supplemented and amended, between the Guarantor and
        First Union National Bank, as trustee.

             "List of Holders" has the meaning specified in Section 2.1.

             "Majority in Liquidation Amount of the Preferred Securities" means
        a vote by the Holder(s), voting separately as a class, of more than 50%
        of the aggregate Liquidation Amount of all then outstanding Preferred
        Securities issued by the Issuer.

             "Officers' Certificate" means, with respect to any Person, a
        certificate signed by the Chief Executive Officer, Chief Financial
        Officer, President or a Vice President of such Person, and by the
        Treasurer, an Assistant Treasurer, the Secretary or an Assistant
        Secretary of such Person, and delivered to the Guarantee Trustee. Any
        Officers' Certificate delivered with respect to compliance with a
        condition or covenant provided for in this Guarantee Agreement (other
        than the certificate provided pursuant to Section 2.4) shall include:

                    (a) a statement that each officer signing the Officers'
             Certificate has read the covenant or condition and the definitions
             relating thereto;

                    (b) a brief statement of the nature and scope of the
             examination or investigation undertaken by each officer in
             rendering the Officers' Certificate;


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                    (c) a statement that each officer has made such examination
             or investigation as, in such officer's opinion, is necessary to
             enable such officer to express an informed opinion as to whether or
             not such covenant or condition has been complied with; and

                    (d) a statement as to whether, in the opinion of each
             officer, such condition or covenant has been complied with.

             "Person" means a legal person, including any individual,
        corporation, estate, partnership, joint venture, association, joint
        stock company, limited liability company, trust, unincorporated
        association, government or any agency or political subdivision thereof
        or any other entity of whatever nature.

             "Responsible Officer" means, with respect to the Guarantee Trustee,
        any Senior Vice President, any Vice President, any Assistant Vice
        President, the Secretary, any Assistant Secretary, the Treasurer, any
        Assistant Treasurer, any Trust Officer or Assistant Trust Officer or any
        other officer of the Corporate Trust Department of the Guarantee Trustee
        and also means, with respect to a particular corporate trust matter, any
        other officer to whom such matter is referred because of that officer's
        knowledge of and familiarity with the particular subject.

             "Senior Debt" means the principal of and any premium and interest
        on (including interest accruing on or after the filing of any petition
        in bankruptcy or for reorganization relating to the Guarantor whether or
        not such claim for post-petition interest is allowed in such proceeding)
        all Debt of the Guarantor, whether incurred on or prior to the date of
        this Guarantee Agreement or thereafter incurred, unless, in the
        instrument creating or evidencing the same or pursuant to which the same
        is outstanding, it is provided that such obligations are not superior in
        right of payment to the Notes or this Guarantee Agreement or to other
        Debt which is pari passu with, or subordinated to, the Notes or this
        Guarantee Agreement; provided, that Senior Debt shall not be deemed to
        include (i) any Notes, (ii) any Debt of the Guarantor which when
        incurred and without respect to any election under Section 1111(b) of
        the United States Bankruptcy Code, as amended, was without recourse to
        the Guarantor, (iii) any Debt of the Guarantor to any of its
        subsidiaries which are not "banks" as defined in the Bank Holding
        Company Act of 1956, as amended, (iv) any Debt to any employee of the
        Guarantor and (v) any other debt securities issued pursuant to the
        Junior Subordinated Indenture dated February 5, 1999 with First
        Tennessee Bank, N.A., as trustee, and any guarantee issued in connection
        therewith, which Debt described in this subparagraph (v) is pari passu
        with the Notes and this Guarantee Agreement.

             "Successor Guarantee Trustee" means a successor Guarantee Trustee
        possessing the qualifications to act as Guarantee Trustee under Section
        4.1.


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        Capitalized or otherwise defined terms used but not otherwise defined
        herein shall have the meanings assigned to such terms in the Trust
        Agreement as in effect on the date hereof.


                                   ARTICLE II

                                     REPORTS

             SECTION 2.1. List of Holders.

             The Guarantor shall furnish or cause to be furnished to the
        Guarantee Trustee (a) semiannually, on or before June 30 and December 31
        of each year, a list, in such form as the Guarantee Trustee may
        reasonably require, of the names and addresses of the Holders (the "List
        of Holders") as of a date not more than 15 days prior to the delivery
        thereof and (b) at such other times as the Guarantee Trustee may request
        in writing, within 30 days after the receipt by the Guarantor of any
        such request, a List of Holders as of a date not more than 15 days prior
        to the time such list is furnished, in each case to the extent such
        information is in the possession or control of the Guarantor and is not
        identical to a previously supplied list of Holders or has not otherwise
        been received by the Guarantee Trustee in its capacity as such. The
        Guarantee Trustee may destroy any List of Holders previously given to it
        on receipt of a new List of Holders.

             SECTION 2.2. Periodic Reports to the Guarantee Trustee.

             The Guarantor shall deliver to the Guarantee Trustee, within 120
        days after the end of each fiscal year of the Guarantor ending after the
        date of this Guarantee Agreement, an Officers' Certificate covering the
        preceding fiscal year, stating whether or not to the knowledge of the
        signers thereof the Guarantor is in default in the performance or
        observance of any of the terms, provisions and conditions of this
        Guarantee Agreement (without regard to any period of grace or
        requirement of notice provided hereunder) and, if the Guarantor shall be
        in default, specifying all such defaults and the nature and status
        thereof of which they have knowledge.

             SECTION 2.3. Events of Default; Waiver.

             The Holders of a Majority in Liquidation Amount of the Preferred
        Securities may, on behalf of the Holders, waive any past Event of
        Default and its consequences. Upon such waiver, any such Event of
        Default shall cease to exist, and any Event of Default arising therefrom
        shall be deemed to have been cured, for every purpose of this Guarantee
        Agreement, but no such waiver shall extend to any subsequent or other
        default or Event of Default or impair any right consequent therefrom.

             SECTION 2.4. Event of Default; Notice.


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<PAGE>   10

             (a) The Guarantee Trustee shall, within 90 days after the
        occurrence of a default, transmit to the Holders, notices of all
        defaults actually known to the Guarantee Trustee, unless such defaults
        have been cured or waived before the giving of such notice, provided,
        that except in the case of a default in the payment of a Guarantee
        Payment, the Guarantee Trustee shall be protected in withholding such
        notice if and so long as the Board of Directors, the executive committee
        or a trust committee of directors and/or Responsible Officers of the
        Guarantee Trustee in good faith determines that the withholding of such
        notice is in the interests of the Holders. For the purpose of this
        Section, the term "default" means any event that is, or after notice or
        lapse of time or both would become, an Event of Default.

             (b) The Guarantee Trustee shall not be deemed to have knowledge of
        any Event of Default unless the Guarantee Trustee shall have received
        written notice, or a Responsible Officer charged with the administration
        of this Guarantee Agreement shall have obtained written notice, of such
        Event of Default from the Guarantor or a Holder.


                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

             SECTION 3.1. Powers and Duties of the Guarantee Trustee.

             (a) This Guarantee Agreement shall be held by the Guarantee Trustee
        for the benefit of the Holders, and the Guarantee Trustee shall not
        transfer this Guarantee Agreement to any Person except a Holder
        exercising its rights pursuant to Section 5.4(iv) or to a Successor
        Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
        its appointment to act as Successor Guarantee Trustee. The right, title
        and interest of the Guarantee Trustee shall automatically vest in any
        Successor Guarantee Trustee, upon acceptance by such Successor Guarantee
        Trustee of its appointment hereunder, and such vesting and cessation of
        title shall be effective whether or not conveyancing documents have been
        executed and delivered pursuant to the appointment of such Successor
        Guarantee Trustee.

             (b) The rights, immunities, duties and responsibilities of the
        Guarantee Trustee shall be as provided by this Guarantee Agreement and
        there shall be no other duties or obligations, express or implied, of
        the Guarantee Trustee. Notwithstanding the foregoing, no provisions of
        this Guarantee Agreement shall require the Guarantee Trustee to expend
        or risk its own funds or otherwise incur any financial liability in the
        performance of any of its duties hereunder, or in the exercise of any of
        its rights or powers, if it shall have reasonable grounds for believing
        that repayment of such funds or adequate indemnity against such risk or
        liability is not reasonably assured to it. Whether or not herein
        expressly so provided, every provision of this Guarantee Agreement
        relating to the conduct or affecting the liability of or affording
        protection to the Guarantee Trustee shall be subject to the provisions
        of this Section 3.1. To the extent that, at law or in equity, the
        Guarantee Trustee has duties and

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        liabilities relating to the Guarantor or the Holders, the Guarantee
        Trustee shall not be liable to any Holder for the Guarantee Trustee's
        good faith reliance on the provisions of this Guarantee Agreement. The
        provisions of this Guarantee Agreement, to the extent that they restrict
        the duties and liabilities of the Guarantee Trustee otherwise existing
        at law or in equity, are agreed by the Guarantor and the Holders to
        replace such other duties and liabilities of the Guarantee Trustee.

             (d) No provision of this Guarantee Agreement shall be construed to
        relieve the Guarantee Trustee from liability for its own negligent
        action, negligent failure to act or own willful misconduct, except that:

                    (i) the Guarantee Trustee shall not be liable for any error
             of judgment made in good faith by a Responsible Officer of the
             Guarantee Trustee, unless it shall be proved that the Guarantee
             Trustee was negligent in ascertaining the pertinent facts upon
             which such judgment was made; and

                    (ii) the Guarantee Trustee shall not be liable with respect
             to any action taken or omitted to be taken by it in good faith in
             accordance with the direction of the Holders of not less than a
             Majority in Liquidation Amount of the Preferred Securities relating
             to the time, method and place of conducting any proceeding for any
             remedy available to the Guarantee Trustee, or exercising any trust
             or power conferred upon the Guarantee Trustee under this Guarantee
             Agreement.

             SECTION 3.2. Certain Rights of Guarantee Trustee.

             (a) Subject to the provisions of Section 3.1:

                    (i) the Guarantee Trustee may conclusively rely and shall be
             fully protected in acting or refraining from acting upon any
             resolution, certificate, statement, instrument, opinion, report,
             notice, request, direction, consent, order, bond, debenture, note,
             other evidence of indebtedness or other paper or document
             reasonably believed by it to be genuine and to have been signed,
             sent or presented by the proper party or parties;

                    (ii) any direction or act of the Guarantor contemplated by
             this Guarantee Agreement shall be sufficiently evidenced by an
             Officers' Certificate unless otherwise prescribed herein;

                    (iii) the Guarantee Trustee may consult with counsel, and
             the advice of such counsel shall be full and complete authorization
             and protection in respect of any action taken, suffered or omitted
             to be taken by it hereunder in good faith and in reliance thereon
             and in accordance with such advice. Such counsel may be counsel to
             the Guarantee Trustee, the Guarantor or any of its Affiliates and
             may be one of its employees. The Guarantee Trustee shall have the
             right at any time to seek

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<PAGE>   12

        instructions concerning the administration of this Guarantee Agreement
        from any court of competent jurisdiction;

             (iv) the Guarantee Trustee shall be under no obligation to exercise
        any of the rights or powers vested in it by this Guarantee Agreement at
        the request or direction of any Holder, unless such Holder shall have
        provided to the Guarantee Trustee reasonable security or indemnity
        against the costs, expenses (including attorneys' fees and expenses) and
        liabilities that might be incurred by it in complying with such request
        or direction, including such reasonable advances as may be requested by
        the Guarantee Trustee; provided, that nothing contained in this Section
        3.2(a)(iv) shall be taken to relieve the Guarantee Trustee, upon the
        occurrence of an Event of Default, of its obligation to exercise the
        rights and powers vested in it by this Guarantee Agreement;

             (v) the Guarantee Trustee shall not be bound to make any
        investigation into the facts or matters stated in any resolution,
        certificate, statement, instrument, opinion, report, notice, request,
        direction, consent, order, bond, debenture, note, other evidence of
        indebtedness or other paper or document, but the Guarantee Trustee, in
        its discretion, may make such further inquiry or investigation into such
        facts or matters as it may see fit, and if the Guarantee Trustee shall
        determine to make such inquiry or investigation, it shall be entitled to
        examine the books, record, and premises of the Guarantor, personally or
        by agent or attorney;

             (vi) the Guarantee Trustee may execute any of the trusts or powers
        hereunder or perform any duties hereunder either directly or by or
        through its agents, attorneys, custodians or nominees and the Guarantee
        Trustee shall not be responsible for any misconduct or negligence on the
        part of any such agent, attorney, custodian or nominee appointed with
        due care by it hereunder;

             (vii) whenever in the administration of this Guarantee Agreement
        the Guarantee Trustee shall deem it desirable to receive instructions
        with respect to enforcing any remedy or right or taking any other action
        hereunder, the Guarantee Trustee (A) may request instructions from the
        Holders of a Majority in Liquidation Amount of the Preferred Securities,
        (B) may refrain from enforcing such remedy or right or taking such other
        action until such instructions are received and (C) shall be protected
        in acting in accordance with such instructions.

             (viii) except as otherwise expressly provided by this Guarantee
        Agreement, the Guarantee Trustee shall not be under any obligation to
        take any action that is discretionary under the provisions of this
        Guarantee Agreement; and

             (ix) whenever, in the administration of this Guarantee Agreement,
        the Guarantee Trustee shall deem it desirable that a matter be proved or
        established before taking, suffering or omitting to take any action
        hereunder, the Guarantee

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<PAGE>   13

        Trustee (unless other evidence is herein specifically prescribed) may,
        in the absence of bad faith on its part, request and rely upon an
        Officers' Certificate which, upon receipt of such request from the
        Guarantee Trustee, shall be promptly delivered by the Guarantor;

        (b) no provision of this Guarantee Agreement shall be deemed to impose
any duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

        SECTION 3.3. Compensation.

        The Guarantor agrees to pay to the Guarantee Trustee from time to time
reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provisions of law in regard to the
compensation of a trustee of an express trust) and to reimburse the Guarantee
Trustee upon request for all reasonable expenses, disbursements and advances
(including the reasonable fees and expenses of its attorneys and agents)
incurred or made by the Guarantee Trustee in accordance with any provisions of
this Guarantee Agreement.

        SECTION 3.4. Indemnity.

        The Guarantor agrees to indemnify and hold harmless the Guarantee
Trustee and any of its Affiliates and any of their officers, directors,
shareholders, employees, representatives or agents from and against any loss,
damage, liability, tax (other than income, franchise or other taxes imposed on
amounts paid pursuant to Section 3.3), penalty, expense or claim of any kind or
nature whatsoever incurred without negligence, bad faith or willful misconduct
on its part, arising out of or in connection with the acceptance or
administration of this Guarantee Agreement, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Guarantee Trustee
will not claim or exact any lien or charge on any Guarantee Payments as a result
of any amount due to it under this Guarantee Agreement.

        SECTION 3.5. May Hold Securities.

        The Guarantee Trustee or any other agent of the Guarantee Trustee, in
its individual or any other capacity, may become the owner or pledgee of Common
or Preferred Securities.

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<PAGE>   14

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

        SECTION 4.1. Guarantee Trustee: Eligibility.

        (a) There shall at all times be a Guarantee Trustee which shall:

             (i) not be an Affiliate of the Guarantor; and

             (ii) be a corporation organized and doing business under the laws
        of the United States or of any State thereof, authorized to exercise
        corporate trust powers, having a combined capital and surplus of at
        least $50,000,000, subject to supervision or examination by Federal or
        State authority and having an office within the United States. If such
        corporation publishes reports of condition at least annually, pursuant
        to law or to the requirements of such supervising or examining
        authority, then, for the purposes of this Section 4.1, the combined
        capital and surplus of such corporation shall be deemed to be its
        combined capital and surplus as set forth in its most recent report of
        condition so published.

        (b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.2(c).

        SECTION 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee.

        (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

        (b) The Guarantee Trustee shall not be removed until a Successor
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Guarantee Trustee and delivered to
the Guarantor.

        (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

        (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor



                                       11
<PAGE>   15

of an instrument of resignation, the resigning Guarantee Trustee may petition,
at the expense of the Guarantor, any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.


                                    ARTICLE V

                                    GUARANTEE

        SECTION 5.1. Guarantee.

        The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders. The Guarantor shall give prompt
written notice to the Guarantee Trustee in the event it makes any direct payment
to the Holders hereunder.

        SECTION 5.2. Waiver of Notice and Demand.

        The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

        SECTION 5.3. Obligations Not Affected.

        The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

             (a) the release or waiver, by operation of law or otherwise, of the
        performance or observance by the Issuer of any express or implied
        agreement, covenant, term or condition relating to the Preferred
        Securities to be performed or observed by the Issuer;

             (b) the extension of time for the payment by the Issuer of all or
        any portion of the Distributions (other than an extension of time for
        payment of Distributions that results from the extension of any interest
        payment period on the Notes as provided in the Indenture), Redemption
        Price, Liquidation Distribution or any other sums



                                       12
<PAGE>   16

        payable under the terms of the Preferred Securities or the extension of
        time for the performance of any other obligation under, arising out of,
        or in connection with, the Preferred Securities;

             (c) any failure, omission, delay or lack of diligence on the part
        of the Holders to enforce, assert or exercise any right, privilege,
        power or remedy conferred on the Holders pursuant to the terms of the
        Preferred Securities, or any action on the part of the Issuer granting
        indulgence or extension of any kind;

             (d) the voluntary or involuntary liquidation, dissolution, sale of
        any collateral, receivership, insolvency, bankruptcy, assignment for the
        benefit of creditors, reorganization, arrangement, composition or
        readjustment of debt of, or other similar proceedings affecting, the
        Issuer or any of the assets of the Issuer;

             (e) any invalidity of, or defect or deficiency in, the Preferred
        Securities;

             (f) the settlement or compromise of any obligation guaranteed
        hereby or hereby incurred; or

             (g) any other circumstance whatsoever that might otherwise
        constitute a legal or equitable discharge or defense of a guarantor, it
        being the intent of this Section 5.3 that the obligations of the
        Guarantor hereunder shall be absolute and unconditional under any and
        all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the foregoing.

        SECTION 5.4. Rights of Holders.

        The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation Amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement, without
first instituting a legal proceeding against the Guarantee Trustee, the Issuer
or any other Person.



                                       13
<PAGE>   17

        SECTION 5.5. Guarantee of Payment.

        This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Notes to Holders as provided in the Trust
Agreement.

        SECTION 5.6. Subrogation.

        The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

        SECTION 5.7. Independent Obligations.

        The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.3.


                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

        SECTION 6.1. Dividends, Distributions and Payments.

        So long as any Preferred Securities remain outstanding, if there shall
have occurred and be continuing an Event of Default or the Guarantor shall have
selected an Extension Period as provided for in the Indenture, then the
Guarantor may not (a) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make liquidation payment with respect to, any of
the Guarantor's capital stock or (b) make any payment of principal of or any
interest or premium on or repay, repurchase or redeem any debt securities of the
Guarantor that rank pari passu in all respects with or junior in interest to the
Preferred Securities (other than (i) repurchases, redemptions or other
acquisitions of shares of capital



                                       14
<PAGE>   18

stock of the Guarantor in connection with any employment contract, benefit plan
or other similar arrangement with or for the benefit of any one of more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Guarantor (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (ii) as a
result of an exchange or conversion of any class or series of the Guarantor's
capital stock (or any capital stock of a subsidiary of the Guarantor) for any
class or series of the Guarantor's capital stock or any class of series of the
Guarantor's indebtedness for any class or series of the Guarantor's capital
stock, (iii) the purchase of fractional interests in shares of the Guarantor's
capital stock pursuant to the conversions or exchange provisions of such capital
stock or the security being converted or exchanged, (iv) any declaration of a
dividend in connection with any rights plan, the issuance of rights, stock or
other property under any rights plan or the redemption or repurchase of rights
pursuant thereto, or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

        SECTION 6.2. Subordination.

        The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt of the Guarantor.

        SECTION 6.3. Pari Passu Guarantees.

        The obligations of the Guarantor under this Guarantee Agreement shall
rank pari passu with the obligations of the Guarantor under any similar
guarantee agreements issued by the Guarantor on behalf of the holders of
preferred securities issued by the Trust (as defined in the Indenture).


                                   ARTICLE VII

                                   TERMINATION

        SECTION 7.1. Termination.

        This Guarantee Agreement shall terminate and be of no further force and
effect upon (a) full payment of the Redemption Price of all Preferred
Securities, (b) the distribution of Notes to the Holders in exchange for all of
the Preferred Securities or (c) full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any


                                       15
<PAGE>   19

sums paid with respect to Preferred Securities or this Guarantee Agreement. The
obligations of the Guarantor under Section 3.3 and 3.4 shall survive any such
termination and the resignation or removal of the Guarantee Trustee.


                                  ARTICLE VIII

                                  MISCELLANEOUS

        SECTION 8.1. Successors and Assigns.

        All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article VIII of the
Indenture and pursuant to which the successor or assignee agrees in writing to
perform the Guarantor's obligations hereunder, the Guarantor shall not assign
its obligations hereunder.

        SECTION 8.2. Amendments.

        Except with respect to any changes that do not adversely affect the
rights of the Holders in any material respect (in which case no consent of the
Holders will be required), this Guarantee Agreement may only be amended with the
prior approval of the Guarantor, the Guarantee Trustee and the Holders of not
less than a Majority in Liquidation Amount of the Preferred Securities. The
provisions of Article VI of the Trust Agreement concerning meetings or consents
of the Holders shall apply to the giving of such approval.

        SECTION 8.3. Notices.

        Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

             (a) if given to the Guarantor, to the address or facsimile number
        set forth below or such other address, facsimile number or to the
        attention of such other Person as the Guarantor may give notice to the
        Guarantee Trustee and the Holders:

                      VIB CORP
                      1498 Main Street
                      El Centro, CA 92243
                      Facsimile No.: (760) 337-3229
                      Attention: Harry G. Gooding



                                       16
<PAGE>   20

             (b) if given to the Issuer, at the Issuer's address or facsimile
        number set forth below or such other address, facsimile number or to the
        attention of such other Person as the Issuer may give notice to the
        Guarantee Trustee and the Holders:

                      VIBC Capital Trust I
                      1498 Main Street
                      El Centro, CA 92243
                      Facsimile No.: (760) 337-3229
                      Attention: Harry G. Gooding

             (c) if given to the Guarantee Trustee, at the address or facsimile
        number set forth below or such other address, facsimile number or to the
        attention of such other Person as the Guarantee Trustee may give notice
        to the Guarantor and the Holders:

                      First Union National Bank
                      401 S. Tryon Street, 12th Floor
                      Charlotte, North Carolina 28288-1179
                      Facsimile No.: (704) 383-7316
                      Attention: Corporate Trust

             (d) if given to any Holder, at the address set forth on the books
        and records of the Issuer.

        All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

        SECTION 8.4. Benefit.

        This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Preferred Securities.

        SECTION 8.5. Governing Law.

        THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAWS PROVISIONS THEREOF.



                                       17
<PAGE>   21

        SECTION 8.6. Counterparts.

        This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]



                                       18
<PAGE>   22

        IN WITNESS WHEREOF, the undersigned have executed this Guarantee
Agreement as of the date first above written.


                                       VIB CORP


                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       FIRST UNION NATIONAL BANK,
                                            not in its individual capacity, but
                                            solely as Guarantee Trustee


                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       19