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                                                                   EXHIBIT 10.16



                             VALLEY INDEPENDENT BANK

                  EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT


           This Executive Supplemental Compensation Agreement (the "Agreement")
is made and entered into as of June 1,1999 by and between Valley Independent
Bank a subsidiary of VIB Corp with its principal offices located in the City of
El Centro, Imperial County, California (the "Employer"), and _________________,
an individual residing in the State of California (the "Executive").

                                    RECITALS

           WHEREAS, the Executive has been an employee of the Employer since
___________________, and is currently serving as its ___________________; and

           WHEREAS, the Employer desires to establish a compensation benefit
program as a fringe benefit for executive officers of the Employer in order to
attract and retain individuals with extensive and valuable experience; and

           WHEREAS, the Executive's experience and knowledge of the affairs of
the Employer and its industry are extensive and valuable; and

           WHEREAS, it is deemed to be in the best interests of the Employer to
provide the Executive with certain fringe benefits, on the terms and conditions
set forth herein, in order to reasonably induce the Executive to remain in the
Employer's employment and to compensate the Executive for valuable services
heretofore rendered to the Employer; and

           WHEREAS, the Executive and the Employer wish to specify in writing
the terms and conditions upon which this additional compensatory incentive will
be provided to the Executive, or to the Executive's spouse or the Executive's
designated beneficiaries, as the case may be.

           NOW, THEREFORE, in consideration of the services to be performed by
the Executive in the future, as well as the mutual promises and covenants
contained herein, the Executive and the Employer agree as follows:


                                    AGREEMENT


1.       Terms and Definitions.

         1.1.     Administrator. The Employer shall be the "Administrator" and,
                  solely for the purposes of ERISA as defined in subparagraph
                  1.9 below, the "fiduciary" of this Agreement where a fiduciary
                  is required by ERISA.

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         1.2.     Applicable Percentage. The term "Applicable Percentage" shall
                  mean that percentage listed on Schedule "A" attached hereto
                  which is adjacent to the number of calendar years which shall
                  have elapsed from the date of the Executive's commencement of
                  service to the Employer. Notwithstanding the foregoing or the
                  percentage set forth on Schedule A, but subject to all other
                  terms and conditions set forth herein, the "Applicable
                  Percentage shall be: (i) provided payments have not yet begun
                  hereunder, one hundred percent (100%) upon the occurrence of a
                  "Change in Control" as defined in subparagraph 1.4 below, or
                  the Executive's death, or Disability (as defined in
                  subparagraph 1.6 below); and (ii) notwithstanding subclause
                  (i) of this subparagraph 1.2, zero percent (0%) in the event
                  the Executive takes any intentional action which prevents the
                  Employer from collecting the proceeds of any life insurance
                  policy which the Employer may happen to own at the time of the
                  Executive's death and of which the Employer is the designated
                  beneficiary. Furthermore, notwithstanding the foregoing, or
                  anything contained in this Agreement to the contrary, in the
                  event the Executive takes any intentional action which
                  prevents the Employer from collecting the proceeds of any life
                  insurance policy which the Employer may happen to own at the
                  time of the Executive's death and of which the Employer is the
                  designated beneficiary: (1) the Executive's estate or
                  designated beneficiary shall no longer be entitled to receive
                  any of the amounts payable under the terms of this Agreement,
                  and (2) the Employer shall have the right to recover from the
                  Executive's estate all of the amounts paid to the Executive's
                  estate (with respect to amounts paid prior to the Executive's
                  death or paid to the Executive's estate) or designated
                  beneficiary (with respect to amounts paid to the designated
                  beneficiary) pursuant to the terms of this Agreement prior to
                  and after Executive's death.

         1.3.     Beneficiary. The term "beneficiary" or "designated
                  beneficiary" shall mean the person or persons whom the
                  Executive shall designate in a valid Beneficiary Designation,
                  a copy of which is attached hereto as Schedule "C," to receive
                  the benefits provided hereunder. A Beneficiary Designation
                  shall be valid only if it is in the form attached hereto and
                  made a part hereof, is completed and signed by the Executive,
                  and is received by the Administrator prior to the Executive's
                  death.

         1.4.     Change in Control. The term "Change in Control" shall mean the
                  occurrence of any of the following events with respect to the
                  Employer (with the term "Employer", for purposes of this
                  Paragraph 1.4, being deemed to include any parent holding
                  company owning, directly or indirectly, substantially all of
                  the outstanding voting capital stock of the Employer): (i) the
                  consummation of a merger pursuant to which shares of the
                  Employer's capital stock are converted into cash, securities
                  or other property (other than a merger of the Employer in
                  which the holders of the Employer's capital stock immediately
                  prior to the merger have the same proportionate ownership of
                  the common stock of the surviving corporation immediately
                  after the merger); (ii) the consummation of any sale or other
                  transfer of all or substantially all the assets of the
                  Employer; or (iii) any "person" (as defined in Sections 13(d)
                  and 14(d) of the Securities Exchange Act


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                  of 1934, as amended (the "Exchange Act")) shall become the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of forty-nine percent
                  (49%) or more of the Employer's outstanding capital stock.

         1.5.     The Code. The "Code" shall mean the Internal Revenue Code of
                  1986, as amended (the "Code").

         1.6.     Disability/Disabled. The term "Disability" or "Disabled" shall
                  have the same meaning given such terms in any policy of
                  disability insurance maintained by the Employer for the
                  benefit of employees including the Executive. In the absence
                  of such a policy which extends coverage to the Executive in
                  the event of disability, the terms shall mean the Executive
                  suffering a sickness, accident or injury which, in the
                  judgment of a physician satisfactory to the Employer, prevents
                  the Executive from performing substantially all of the
                  Executive's normal duties for the Employer. As a condition to
                  any benefits, the Employer may require the Executive to submit
                  to such physical or mental evaluations and tests as the
                  Employer's Board of Directors deems appropriate.

         1.7.     Early Retirement Date. The term "Early Retirement Date" shall
                  mean the Retirement, as defined below, of the Executive on a
                  date which occurs prior to the Executive attaining sixty-two
                  (62) years of age, but after the Executive has attained
                  fifty-five (55) years of age.

         1.8.     Effective Date. The term "Effective Date" shall mean the date
                  first written above.

         1.9.     ERISA. The term "ERISA" shall mean the Employee Retirement
                  Income Security Act of 1974, as amended.

         1.10.    Executive Benefits. The term "Executive Benefits" shall mean
                  the benefits determined in accordance with Schedule "B", and
                  reduced or adjusted to the extent: (i) required under the
                  other provisions of this Agreement, including, but not limited
                  to, Paragraphs 5, 6 and 7 hereof; (ii) required by reason of
                  the lawful order of any regulatory agency or body having
                  jurisdiction over the Employer; or (iii) required in order for
                  the Employer to properly comply with any and all applicable
                  state and federal laws, including, but not limited to, income,
                  employment and disability income tax laws (e.g., FICA, FUTA,
                  SDI).

         1.11     Final Average Compensation. The term "Final Average
                  Compensation" means the Executives average monthly gross cash
                  compensation from the Employer paid to the Executive over the
                  twelve (12) month period prior to the Executives termination
                  of employment with the Employer.

         1.12     Plan Year . The term "Plan Year" shall mean the Employer's
                  fiscal year.

         1.13     Retirement. The term "Retirement" or "Retires" shall refer to
                  the date which the Executive acknowledges in writing to
                  Employer to be the last day he will provide


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                  any significant personal services, whether as an employee or
                  independent consultant or contractor, to Employer. For
                  purposes of this Agreement, the phrase "significant personal
                  services" shall mean more than ten (10) hours of personal
                  services rendered to one or more individuals or entities in
                  any thirty (30) day period.

         1.14     Surviving Spouse. The term "Surviving Spouse" shall mean the
                  person, if any, who shall be legally married to the Executive
                  on the date of the Executive's death.

         1.15     Termination for Cause. The term "Termination for Cause" shall
                  mean termination of the employment of the Executive by reason
                  of any of the following:

                  (a)      The willful, intentional and material breach or
                           habitual and continued neglect by the Executive of
                           his/her responsibilities and duties;

                  (b)      The continuous mental or physical incapacity of the
                           Executive subject to disability rights under this
                           Agreement;

                  (c)      The determination by a state or federal agency or
                           other governmental authority having jurisdiction over
                           the Employer that the Executive is not suitable to
                           act in the capacity for which he/she is employed by
                           the Employer;

                  (d)      The Executive's conviction of any felony or a crime
                           involving moral turpitude or the Executive's willful
                           and intentional commission of a fraudulent or
                           dishonest act;

                  (e)      The Executive's willful and intentional disclosure,
                           without authority, of any secret or confidential
                           information not otherwise publicly available
                           concerning the Employer or taking any action which
                           the Employer's Board of Directors determines, in its
                           sole discretion and subject to good faith, fair
                           dealing and reasonableness, constitutes unfair
                           competition with or inducement of any customer to
                           breach any contract with the Employer; or

                  (f)      The Executive's willful and intentional violation of
                           any federal banking or securities laws, or of the
                           Bylaws, rules, policies or resolutions of the
                           Employer, or the rules or regulations of the Federal
                           Deposit Insurance Corporation, the Federal; Reserve,
                           the California Department of Financial Institutions,
                           or any other regulatory agency or governmental
                           authority having jurisdiction over the Employer,
                           which has a material adverse effect upon the
                           Employer.

2.       Scope, Purpose and Effect

         2.1.     Contract of Employment. Although this Agreement is intended to
                  provide the Executive with an additional incentive to remain
                  in the employ of the Employer,


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                  this Agreement shall not be deemed to constitute a contract of
                  employment between the Executive and the Employer nor shall
                  any provision of this Agreement restrict or expand the right
                  of the Employer to terminate the Executive's employment. This
                  Agreement shall have no impact or effect upon any separate
                  written Employment Agreement which the Executive may have with
                  the Employer, it being the parties' intention and agreement
                  that unless this Agreement is specifically referenced in said
                  Employment Agreement (or any modification thereto), this
                  Agreement (and the Employer's obligations hereunder) shall
                  stand separate and apart from, and shall have no effect on or
                  be affected by, the terms and provisions of said Employment
                  Agreement.

         2.2.     Fringe Benefit. The benefits provided by this Agreement are
                  granted by the Employer as a fringe benefit to the Executive
                  and are not a part of any salary reduction plan or any
                  arrangement deferring a bonus or a salary increase. The
                  Executive has no option to take any current payments or bonus
                  in lieu of the benefits provided by this Agreement.

3.       Payments Upon Early Retirement or Retirement and After Retirement.

         3.1.     Payments Upon Early Retirement. The Executive shall have the
                  right to Retire on a date which constitutes an Early
                  Retirement Date as defined in subparagraph 1.7 above.

                  (a)      If the Executive elects to Retire on a date which
                           constitutes an Early Retirement Date, the Executive
                           shall be entitled to be paid the Applicable
                           Percentage of the Executive Benefits, in
                           substantially equal monthly installments on the first
                           day of each month, beginning with the month following
                           the month in which the Early Retirement Date occurs,
                           and continuing for one hundred and eighty (180)
                           months.

         3.2.     Payments Upon Retirement.

                  (a)      If the Executive remains in the employment of the
                           Employer until attaining sixty-two (62) years of age,
                           the Executive shall be entitled to be paid the
                           Applicable Percentage of the Executive Benefits, in
                           substantially equal monthly installments on the first
                           day of each month, beginning with the month following
                           the month in which the Executive retires or upon such
                           later date as may be mutually agreed upon by the
                           Executive and the Employer in advance of said
                           Retirement date, payable for the period of one
                           hundred eighty (180) months. At the Employer's sole
                           and absolute discretion, the Employer may increase
                           the Executive Benefits as and when the Employer
                           determines the same to be appropriate.


         3.3.     Payments in the Event of Death After Retirement.

                  (a)      If the Executive Retires, but shall die before
                           receiving all of the Executive


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                           Benefits, the Employer will pay to the Executive's
                           designated beneficiary(ies) the Applicable Percentage
                           of the balance, if any, of the Executive's Benefits
                           in up to one hundred eighty (180) monthly installment
                           payments in the amounts that otherwise would have
                           been paid to the Executive if still alive, if any,
                           minus the number of annual installment payments made
                           to the Executive prior to the Executive's death.

                  (b)      If the Executive retires, the Executive shall be
                           entitled to receive the payments specified in
                           subparagraph 3.3 above.

                  (c)      If a valid Beneficiary Designation is not in effect,
                           then the remaining amounts due to the Executive under
                           the terms of this Agreement shall be paid to the
                           Executive's Surviving Spouse. If the Executive leaves
                           no Surviving Spouse, the remaining amounts due to the
                           Executive under the terms of this Agreement shall be
                           paid to the duly qualified personal representative,
                           executor or administrator of the Executive's estate.

4.       Payments in the Event Death Prior to Retirement.

         4.1.     Payments in the Event of Death Prior to Retirement.

                  (a)      If the Executive dies at any time after the Effective
                           Date of this Agreement but prior to Retirement, the
                           Employer agrees to pay to the Executive's designated
                           beneficiary(ies) the Applicable Percentage of the
                           benefit up to one hundred eighty (180) monthly
                           installment payments in the amounts that otherwise
                           would have been paid to the Executive if still alive.

                  (b)      If a valid Beneficiary Designation is not in effect,
                           then the remaining amounts due to the Executive under
                           the terms of this Agreement shall be paid to the
                           Executive's Surviving Spouse. If the Executive leaves
                           no Surviving Spouse, the remaining amounts due to the
                           Executive under the terms of this Agreement shall be
                           paid to the duly qualified personal representative,
                           executor or administrator of the Executive's estate.


5.       Payments in the Event Employment is Terminated Prior to Retirement. As
         indicated in subparagraph 2.1 above, the Employer reserves the right to
         terminate the Executive's employment, with or without cause but subject
         to any written employment agreement which may then exist at any time
         prior to the Executive's Retirement. In the event that the employment
         of the Executive shall be terminated, other than by reason of death,
         Disability or Retirement, prior to the Executive's attaining sixty-two
         (62) years of age, then this Agreement shall terminate upon the date of
         such termination of employment; provided, however, that the Executive
         shall be entitled to the following benefits as may be applicable
         depending upon the circumstances surrounding the Executive's
         termination:


         5.1.     Termination Without Cause. If the Executive's employment is
                  terminated by the


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                  Employer without cause, and such termination is not subject to
                  the provisions of subparagraph 5.4 below, the Executive shall
                  be entitled to be paid the Applicable Percentage of the
                  Executive Benefits, as defined above, in substantially equal
                  monthly installments on the first day of each month, beginning
                  with the month following the month in which the Executive
                  attains fifty-five (55) years of age or any month thereafter,
                  as requested in writing by the Executive and delivered to the
                  Employer or its successor thirty (30) days prior to the
                  commencement of installment payments; provided, however, that
                  in the event the Executive does not request a commencement
                  date as specified, such installments shall be paid on the
                  first day of each month, beginning with the month following
                  the month in which the Executive attains sixty-two (62) years
                  of age. The installments shall be payable monthly for one
                  hundred eighty (180) months.

         5.2.     Voluntary Termination by the Executive. If the Executive's
                  employment is terminated by voluntary resignation and such
                  resignation is not subject to the provisions of subparagraph
                  5.4 below, the Executive shall be entitled to be paid the
                  Applicable Percentage of the Executive Benefits, as defined
                  above, in substantially equal monthly installments on the
                  first day of each month, beginning with the month following
                  the month in which the Executive attains fifty-five (55) years
                  of age or any month thereafter, as requested in writing by the
                  Executive and delivered to the Employer or its successor
                  thirty (30) days prior to the commencement of installment
                  payments; provided, however, that in the event the Executive
                  does not request a commencement date as specified, such
                  installments shall be paid on the first day of each month,
                  beginning with the month following the month in which the
                  Executive attains sixty-two (62) years of age. The
                  installments shall be payable monthly for one hundred eighty
                  (180) months.

         5.3.     Termination for Cause. If the Executive's employment with the
                  Employer is terminated "for cause" based on Paragraph 1. 15 of
                  this Agreement, and such termination is not subject to the
                  provisions of Paragraph 5.4 below, the Executive shall forfeit
                  all Executive Benefits.

         5.4.     Termination by the Employer on Account of or After a Change in
                  Control. In the event that there has been a Change of Control
                  and subsequently there has occurred (without the prior written
                  consent of the Executive) of (i) the permanent assignment of
                  the Executive by the Employer employing the Executive to
                  duties materially inconsistent with, or which substantially or
                  materially alter the nature or status of, the Executive's
                  responsibilities immediately prior to a Change in Control of
                  the Employer; (ii) reduction by the Employer in the
                  Executive's base salary as in effect on the date of a Change
                  in Control of the Employer as the same may be increased from
                  time to time during the term of this Agreement; (iii) any
                  failure by the Employer to continue in effect without
                  substantial change any compensation, incentive, welfare or
                  benefit plan or arrangement, or any plan or arrangement
                  whereby the Executive may acquire securities of the Employer,
                  in which the Executive is participating at the time of a
                  Change in Control of the Employer (or any other plans
                  providing the Executive with substantially similar


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                  benefits, including, but not limited to, the Employer's
                  Management Incentive Plan, Employees' Stock Option Plan,
                  retirement income plan, automobile benefits and life
                  insurance, medical, dental, accident and disability plans)
                  (collectively, "Benefit Plans"), or the taking of any action
                  by the Employer that would adversely affect the Executive's
                  participation in or materially reduce the Executive's benefits
                  under any such Benefit Plan or deprive the Executive of any
                  material fringe benefit enjoyed by the Executive at the time
                  of the Change in Control of the Employer, unless an equitable
                  substitute arrangement (embodied in an ongoing substitute or
                  alternative Benefit Plan) has been made for the benefit of the
                  Executive with respect to the Benefit Plan in question; (iv)
                  the Employer requires the Executive to relocate, to any place
                  other than the El Centro, California, metropolitan area; (v)
                  any material breach by the Employer of any provision of this
                  Agreement; (vi) any failure by the Employer to obtain the
                  assumption of this Agreement by any successor or assign of the
                  Employer; (vii) any purported termination of the Executive's
                  employment that is not effected pursuant to a notice of
                  termination given in accordance with requirements for notices
                  described at Paragraph 11.4 of this Agreement and which shall
                  indicate those specific termination provisions in this
                  Agreement relied upon and sets forth in reasonable detail the
                  facts and circumstances claimed to provide a basis for
                  termination of the Executive's employment; or (viii) the
                  Employer requires the Executive to travel a substantial amount
                  of time, except for travel related to corporate meetings and
                  temporary assignments, to an extent substantially inconsistent
                  with the Executive's business travel obligations at the time
                  of a Change in Control of the Employer, then, the Executive
                  may elect to terminate the Executive's employment by the
                  Employer and shall thereupon be entitled to be paid the
                  Applicable Percentage of the Executive Benefits, as defined
                  above in Paragraph 1.2, in substantially equal monthly
                  installments on the first day of each month, beginning with
                  the month following the month in which the Executive elects to
                  terminate the Executives employment with the employer or any
                  month thereafter, as requested in writing by the Executive and
                  delivered to the Employer or its successor thirty (30) days
                  prior to the commencement of installment payments; provided,
                  however, that in the event the Executive does not request a
                  commencement date as specified, such installments shall be
                  paid on the first day of each month, beginning with the month
                  following the month in which the Executive attains sixty-two
                  (62) years of age. The installments shall be payable for the
                  period of one hundred eighty (180) months.

         5.5.     Payments in the Event of Death Following Termination. If the
                  Executive shall die prior to receiving all of the applicable
                  benefits described in this Paragraph 5 to which the Executive
                  is entitled, then the Employer will make such payments to the
                  Executive's designated beneficiary. If a valid Beneficiary
                  Designation is not in effect, then the remaining amounts due
                  to the Executive shall be paid to the Executive's Surviving
                  Spouse. If the Executive leaves no Surviving Spouse, the
                  remaining amounts due to the Executive shall be paid to the
                  duly qualified personal representative, executor or
                  administrator of the Executive's estate.

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6.       Section 280G Adjustment. The Executive acknowledges and agrees that the
         parties have entered into this Agreement based upon certain financial
         and tax accounting assumptions. Accordingly, with full knowledge of the
         potential consequences, the Executive agrees that, notwithstanding
         anything contained herein to the contrary, in the event that any
         payment or benefit received or to be received by the Executive, whether
         payable pursuant to the terms of this Agreement or any other plan,
         arrangement or agreement with the Employer (together with the Executive
         Benefits, the "Total Payments"), will not be deductible (in whole or in
         part) as a result of Code Section 280G or other applicable provisions
         of the Code, the Total Payments shall be reduced until no portion of
         the Total Payments is nondeductible as a result of Section 280G or such
         other applicable provisions of the Code. For purposes of this
         limitation:

                  (a)      No portion of the Total Payments, the receipt or
                           enjoyment of which the Executive shall have
                           effectively waived in writing prior to the date of
                           payment of any future Executive Benefits payments,
                           shall be taken into account;

                  (b)      No portion of the Total Payments shall be taken into
                           account, which in the opinion of the tax counsel
                           selected by the Employer and acceptable to the
                           Executive, does not constitute a "parachute payment"
                           within the meaning of Section 280G of the Code;

                  (c)      Any reduction of the Total Payments shall be applied
                           to reduce any payment or benefit received or to be
                           received by the Executive pursuant to the terms of
                           this Agreement and any other plan, arrangement or
                           agreement with the Employer in the order determined
                           by mutual agreement of the Employer and the
                           Executive;

                  (d)      Future payments shall be reduced only to the extent
                           necessary so that the Total Payments (other than
                           those referred to in clauses (a) or (b) above in
                           their entirety) constitute reasonable compensation
                           for services actually rendered within the meaning of
                           Section 28OG of the Code, in the opinion of tax
                           counsel referred to in clause (b) above; and

                  (e)      The value of any non-cash benefit or any deferred
                           payment or benefit included in the Total Payments
                           shall be determined by independent auditors selected
                           by the Employer and acceptable to the Executive in
                           accordance with the principles of Section 28OG of the
                           Code.

7.       Right To Determine Funding Methods. The Employer reserves the right to
         determine, in its sole and absolute discretion, whether, to what extent
         and by what method, if any, to provide for the payment of the amounts
         which may be payable to the Executive, the Executive's spouse or the
         Executive's beneficiaries under the terms of this Agreement. In the
         event that the Employer elects to fund this Agreement, in whole or in
         part, through the use of life insurance or annuities, or both, the
         Employer shall determine the ownership and beneficial interests of any
         such policy of life insurance or annuity.

<PAGE>   10

         The Employer further reserves the right, in its sole and absolute
         discretion, to terminate any such policy, and any other device used to
         fund its obligations under this Agreement, at any time, in whole or in
         part. Consistent with Paragraph 9 below, neither the Executive, the
         Executive's spouse nor the Executive's beneficiaries shall have any
         right, title or interest in or to any funding source or amount utilized
         by the Employer pursuant to this Agreement, and any such funding source
         or amount shall not constitute security for the performance of the
         Employer's obligations pursuant to this Agreement. In connection with
         the foregoing, the Executive agrees to execute such documents and
         undergo such medical examinations or tests which the Employer may
         request and which may be reasonably necessary to facilitate any funding
         for this Agreement including, without limitation, the Employer's
         acquisition of any policy of insurance or annuity. Furthermore, a
         refusal by the Executive to consent to, participate in and undergo any
         such medical examinations or tests shall result in the immediate
         termination of this Agreement and the immediate forfeiture by the
         Executive, the Executive's spouse and the Executive's beneficiaries of
         any and all rights to payment hereunder.

8.       Claims Procedure. The Employer shall, but only to the extent necessary
         to comply with ERISA, be designated as the named fiduciary under this
         Agreement and shall have authority to control and manage the operation
         and administration of this Agreement. Consistent therewith, the
         Employer shall make all determinations as to the rights to benefits
         under this Agreement. Any decision by the Employer denying a claim by
         the Executive, the Executive's spouse, or the Executive's beneficiary
         for benefits under this Agreement shall be stated in writing and
         delivered or mailed, via registered or certified mail, to the
         Executive, the Executive's spouse or the Executive's beneficiary, as
         the case may be. Such decision shall set forth the specific reasons for
         the denial of a claim. In addition, the Employer shall provide the
         Executive, the Executive's spouse or the Executive's beneficiary with a
         reasonable opportunity for a full and fair review of the decision
         denying such claim.

9.       Status as an Unsecured General Creditor. Notwithstanding anything
         contained herein to the contrary: (i) neither the Executive, the
         Executive's spouse or the Executive's designated beneficiaries shall
         have any legal or equitable rights, interests or claims in or to any
         specific property or assets of the Employer as a result of this
         Agreement; (ii) none of the Employer's assets shall be held in or under
         any trust for the benefit of the Executive, the Executive's spouse or
         the Executive's designated beneficiaries or held in any way as security
         for the fulfillment of the obligations of the Employer under this
         Agreement; (iii) all of the Employer's assets shall be and remain the
         general unpledged and unrestricted assets of the Employer; (iv) the
         Employer's obligation under this Agreement shall be that of an unfunded
         and unsecured promise by the Employer to pay money in the future; and
         (v) the Executive, the Executive's spouse and the Executive's
         designated beneficiaries shall be unsecured general creditors with
         respect to any benefits which may be payable under the terms of this
         Agreement.

         Notwithstanding subparagraphs (i) through (v) above, the Employer and
         the Executive acknowledge and agree that, in the event of a Change in
         Control, and at the written request of the Executive, or in the
         Employer's discretion if the Executive does not so

<PAGE>   11
         request and the Employer nonetheless deems it appropriate, the Employer
         shall establish, not later than the effective date of the Change in
         Control, a Rabbi Trust or Multiple Rabbi Trusts (the "Trust" or
         "Trusts") upon such terms and conditions as the Employer, in its sole
         discretion, deems appropriate and in compliance with applicable
         provisions of the Code, in order to permit the Employer to make
         contributions and/or transfer assets to the Trust or Trusts to
         discharge its obligations pursuant to this Agreement. The principal of
         the Trust or Trusts and any earnings thereon shall be held separate and
         apart from other funds of the Employer to be used exclusively for
         discharge of the Employer's obligations pursuant to this Agreement and
         shall continue to be subject to the claims of the Employer's general
         creditors until paid to the Executive or its beneficiaries in such
         manner and at such times as specified in this Agreement.

10.      Discretion of Board to Accelerate Payout. Notwithstanding any of the
         other provisions of this Agreement, the Board of Directors of the
         Employer may, if determined in its sole and absolute discretion to be
         appropriate, accelerate the payment of the amounts due under the terms
         of this Agreement, provided that Executive (or Executive's spouse or
         designated beneficiaries): (i) consents to the revised payout terms
         determined appropriate by the Employer's Board of Directors; and (ii)
         does not negotiate or in anyway influence the terms of proposed
         altered/accelerated payout (said decision to be made solely by the
         Employer's Board of Directors and offered to the Executive [or
         Executive's spouse or designated beneficiaries] on a "take it or leave
         it basis").

11.      Miscellaneous.

         11.1.    Opportunity To Consult With Independent Advisors. The
                  Executive acknowledges that he has been afforded the
                  opportunity to consult with independent advisors of his
                  choosing including, without limitation, accountants or tax
                  advisors and counsel regarding both the benefits granted to
                  him under the terms of this Agreement and the (i) terms and
                  conditions which may affect the Executive's right to these
                  benefits and (ii) personal tax effects of such benefits
                  including, without limitation, the effects of any federal or
                  state taxes, Section 280G of the Code, and any other taxes,
                  costs, expenses or liabilities whatsoever related to such
                  benefits, which in any of the foregoing instances the
                  Executive acknowledges and agrees shall be the sole
                  responsibility of the Executive notwithstanding any other term
                  or provision of this Agreement. The Executive further
                  acknowledges and agrees that the Employer shall have no
                  liability whatsoever related to any such personal tax effects
                  or other personal costs, expenses, or liabilities applicable
                  to the Executive and further specifically waives any right for
                  the Executive, himself, and his heirs, beneficiaries, legal
                  representatives, agents, successors, and assigns to claim or
                  assert liability on the part of the Employer related to the
                  matters described above in this subparagraph 11. 1. The
                  Executive further acknowledges and agrees that he has read,
                  understands and consents to all of the terms and conditions of
                  this Agreement, and that he enters into this Agreement with a
                  full understanding of its terms and conditions.

<PAGE>   12
         11.2.    Arbitration of Disputes. All claims, disputes and other
                  matters in question arising out of or relating to this
                  Agreement or the breach or interpretation thereof, other than
                  those matters which are to be determined by the Employer in
                  its sole and absolute discretion, shall be resolved by binding
                  arbitration before a representative member, selected by the
                  mutual agreement of the parties, of the Judicial Arbitration
                  and Mediation Services, Inc. ("JAMS"). In the event JAMS is
                  unable or unwilling to conduct the arbitration provided for
                  under the terms of this Paragraph, or has discontinued its
                  business, the parties agree that a representative member,
                  selected by the mutual agreement of the parties, of the
                  American Arbitration Association ("AAA"), shall conduct the
                  binding arbitration referred to in this Paragraph. Notice of
                  the demand for arbitration shall be filed in writing with the
                  other party to this Agreement and with JAMS (or AAA, if
                  necessary). In no event shall the demand for arbitration be
                  made after the date when institution of legal or equitable
                  proceedings based on such claim, dispute or other matter in
                  question would be barred by the applicable statute of
                  limitations. The arbitration shall be subject to such rules of
                  procedure used or established by JAMS, or if there are none,
                  the rules of procedure used or established by AAA. Any award
                  rendered by JAMS or AAA shall be final and binding upon the
                  parties, and as applicable, their respective heirs,
                  beneficiaries, legal representatives, agents, successors and
                  assigns, and may be entered in any court having jurisdiction
                  thereof. The obligation of the parties to arbitrate pursuant
                  to this clause shall be specifically enforceable in accordance
                  with, and shall be conducted consistently with, the provisions
                  of Title 9 of Part 3 of the California Code of Civil
                  Procedure. Any arbitration hereunder shall be conducted in El
                  Centro, California, unless otherwise agreed to by the parties.

         11.3.    Attorney Fees. In the event of any arbitration or litigation
                  concerning any controversy, claim or dispute between the
                  parties hereto, arising out of or relating to this Agreement
                  or the breach hereof, or the interpretation hereof, the
                  prevailing party shall be entitled to recover from the
                  non-prevailing party reasonable expenses, attorneys' fees and
                  costs incurred in connection therewith or in the enforcement
                  or collection of any judgment or award rendered therein. The
                  "prevailing party" means the party determined by the
                  arbitrator(s) or court, as the case may be, to have most
                  nearly prevailed, even if such party did not prevail in all
                  matters, not necessarily the one in whose favor a judgment is
                  rendered.

         11.4.    Notice. Any notice required or permitted of either the
                  Executive or the Employer under this Agreement shall be deemed
                  to have been duly given, if by personal delivery, upon the
                  date received by the party or its authorized representative;
                  if by facsimile, upon transmission to a telephone number
                  previously provided by the party to whom the facsimile is
                  transmitted as reflected in the records of the party
                  transmitting the facsimile and upon reasonable confirmation of
                  such transmission; and if by mail, on the third day after
                  mailing via U.S. first class mail, registered or certified,
                  postage prepaid and return receipt requested, and addressed to
                  the party at the address given below for the receipt of
                  notices, or such changed address as may be requested in
                  writing by a party.
<PAGE>   13
                  If to the Employer
                  Valley Independent Bank
                  1498 Main Street
                  El Centro, CA  92243

                  If to the Executive:

                  ______________________________
                  ______________________________
                  ______________________________

         11.5.    Assignment. Neither the Executive, the Executive's spouse, nor
                  any other beneficiary under this Agreement shall have any
                  power or right to transfer, assign, anticipate, hypothecate,
                  modify or otherwise encumber any part or all of the amounts
                  payable hereunder, nor, prior to payment in accordance with
                  the terms of this Agreement, shall any portion of such amounts
                  be: (i) subject to seizure by any creditor of any such
                  beneficiary, by a proceeding at law or in equity, for the
                  payment of any debts, judgments, alimony or separate
                  maintenance obligations which may be owed by the Executive,
                  the Executive's spouse, or any designated beneficiary; or (ii)
                  transferable by operation of law in the event of bankruptcy,
                  insolvency or otherwise. Any such attempted assignment or
                  transfer shall be void and shall terminate this Agreement, and
                  the Employer shall thereupon have no further liability
                  hereunder.

         11.6.    Binding Effect/Merger or Reorganization. This Agreement shall
                  be binding upon and inure to the benefit of the Executive and
                  the Employer and, as applicable, their respective heirs,
                  beneficiaries, legal representatives, agents, successors and
                  assigns. Accordingly, the Employer shall not merge or
                  consolidate into or with another corporation, or reorganize or
                  sell substantially all of its assets to another corporation,
                  firm or person, unless and until such succeeding or continuing
                  corporation, firm or person agrees to assume and discharge the
                  obligations of the Employer under this Agreement. Upon the
                  occurrence of such event, the term "Employer" as used in this
                  Agreement shall be deemed to refer to such surviving or
                  successor firm, person, entity or corporation.

         11.7.    Nonwaiver . The failure of either party to enforce at any time
                  or for any period of time any one or more of the terms or
                  conditions of this Agreement shall not be a waiver of such
                  term(s) or condition(s) or of that party's right thereafter to
                  enforce each and every term and condition of this Agreement.

         11.8.    Partial Invalidity. If any term, provision, covenant, or
                  condition of this Agreement is determined by an arbitrator or
                  a court, as the case may be, to be invalid, void, or
                  unenforceable, such determination shall not render any other
                  term, provision, covenant or condition invalid, void or
                  unenforceable, and the Agreement shall remain in full force
                  and effect notwithstanding such partial invalidity.

<PAGE>   14
         11.9.    Entire Agreement. This Agreement supersedes any and all other
                  agreements, either oral or in writing, between the parties
                  with respect to the subject matter of this Agreement and
                  contains all of the covenants and agreements between the
                  parties with respect thereto. Each party to this Agreement
                  acknowledges that no other representations, inducements,
                  promises, or agreements, oral or otherwise, have been made by
                  any party, or anyone acting on behalf of any party, which are
                  not set forth herein, and that no other agreement, statement,
                  or promise not contained in this Agreement shall be valid or
                  binding on either party.

         11.10.   Modifications. Any modification of this Agreement shall be
                  effective only if it is in writing and signed by each party or
                  such party's authorized representative.

         11.11.   Paragraph Headings. The paragraph headings used in this
                  Agreement are included solely for the convenience of the
                  parties and shall not affect or be used in connection with the
                  interpretation of this Agreement.

         11.12.   No Strict Construction. The language used in this Agreement
                  shall be deemed to be the language chosen by the parties
                  hereto to express their mutual intent, and no rule of strict
                  construction will be applied against any person.

         11.13.   Governing Law. The laws of the State of California, other than
                  those laws denominated choice of law rules, shall govern the
                  validity, interpretation, construction and effect of this
                  Agreement.


               IN WITNESS WHEREOF, the Employer and the Executive have executed
this Agreement on the date first above-written in the City of El Centro,
Imperial County, California.

THE EMPLOYER                           THE EXECUTIVE

VALLEY INDEPENDENT BANK


By:_____________________________       ______________________________________

Its:____________________________

<PAGE>   15
                                   SCHEDULE A




<TABLE>
<CAPTION>
               CALENDAR YEAR                          APPLICABLE PERCENTAGE
               -------------                          ---------------------
<S>                                                   <C>
     July 15, 1974 to December 31, 1998                         60%

             December 31, 1999                                  70%

             December 31, 2000                                  80%

             December 31, 2001                                  90%

             December 31, 2002                                 100%
</TABLE>


<PAGE>   16
                                   SCHEDULE B




1.       EXECUTIVE BENEFIT DETERMINATION

         The Executive Benefits shall be determined based on the following:

         (a)      The Executive Benefit hereunder when calculated as a one
                  hundred eighty (180) month annuity for the Executive beginning
                  at the Benefit Commencement Date using reasonable actuarial
                  assumptions (as determined by the Employer in its discretion)
                  shall equal seventy percent (70%) of the Executives final
                  average compensation.

<PAGE>   17
                                   SCHEDULE C

                             BENEFICIARY DESIGNATION

         To the Administrator of the Valley Independent Bank Executive
Supplemental Compensation Agreement:

         Pursuant to the Provisions of my Executive Supplemental Compensation
Agreement with Valley Independent Bank, permitting the designation of a
beneficiary or beneficiaries by a participant, I hereby designate the following
persons and entities as primary and secondary beneficiaries of any benefit under
said Agreement payable by reason of my death:

PRIMARY BENEFICIARY

-----------------------       ---------------------       ----------------------
Name                          Address                     Relationship

SECONDARY (CONTINGENT)
BENEFICIARY:

-----------------------       ---------------------       ----------------------
Name                          Address                     Relationship


THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY
RESERVED. ALL PRIOR DESIGNATIONS, IF ANY, OF PRIMARY BENEFICIARIES AND
SECONDARY BENEFICIARIES ARE HEREBY REVOKED.

         The Administrator shall pay all sums payable under the Agreement by
reason of my death to the Primary Beneficiary, if he or she survives me, and if
no Primary Beneficiary shall survive me, then to the Secondary Beneficiary, and
if no named beneficiary survives me, then the Administrator shall pay all
amounts in accordance with the terms of my Executive Supplemental Compensation
Agreement. In the event that a named beneficiary survives me and dies prior to
receiving the entire benefit payable under said Agreement, then and in that
event, the remaining unpaid benefit payable according to the terms of my
Executive Supplemental Compensation Agreement.

Dated
     ---------------------------               ---------------------------------

CONSENT OF THE EXECUTIVE'S SPOUSE TO THE ABOVE BENEFICIARY DESIGNATION:

I ___________________________________ being the spouse of ____________________,
after being afforded the opportunity to consult with independent counsel of my
choosing, do hereby acknowledge that I have read, agree and consent to the
foregoing Beneficiary Designation which relates to the Executive Supplemental
Compensation Agreement entered into by my spouse effective as of
____________________________, 1999. I understand that the above Beneficiary
Designation may affect certain rights which I may have in the benefits provided
for under the terms of the Executive Supplemental Compensation Agreement and in
which I may have a marital property interest.
<PAGE>   18


Dated
     ---------------------------               ---------------------------------