<PAGE>

                                  EXHIBIT 10.28

                              EMPLOYMENT AGREEMENT


         This Employment Agreement ("Agreement") is entered into between Valley
Independent Bank, (the "Company"), a wholly-owned subsidiary of VIB Corp, a
California corporation (the "Parent") and Harry Gooding (the "Executive").

         WHEREAS, the Company and the Executive desire to enter into this
Agreement to provide for the Company's continued employment of the Executive up
to and following the sale of the Parent upon the terms and subject to the
conditions set forth herein.

         NOW, THEREFORE, in consideration of the promises and the mutual
agreements contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the Company and the Executive agree as follows:

         1.0 EMPLOYMENT

         (a) Term. The Company shall employ the Executive and the Executive
hereby agrees to be employed by the Company upon the terms and subject to the
conditions contained in this Agreement. The Executive's term of employment (the
"Employment Period") with the Company under this Agreement shall commence as of
the Effective Date and, subject to termination as provided under this Agreement,
shall continue until December 31, 2004. The Company agrees to review with the
Executive no later than three months prior to the end of the Employment Period
its intention regarding Executive's employment with the Company at the end of
the Employment Period.

         (b) Position and Duties. The Executive shall hold the initial position
of Chief Financial Officer and shall have such duties and responsibilities
during the Employment Period as are set forth in the Statement of Position and
Duties attached hereto as Exhibit A and incorporated herein by reference. The
Company, in its sole discretion, may amend the Statement of Position and Duties
at any time and any such amendment shall take effect on the date on which notice
of the amendment is given to the Executive, provided, however, the Executive
shall not be reassigned to a position of materially lesser rank or status
without the Executive's consent. The Executive shall report directly to the
President of the Company or such other individual(s) as designated by the
President of the Company.

         (c) Faithful Performance. The Executive shall faithfully, with the
utmost loyalty, and to the best of his or her ability perform his or her duties
under this Agreement and those duties assigned to him or her. Notwithstanding
the foregoing, the Executive may engage in charitable, civic, or community
activities, provide that such activities do not interfere with the performance
of the Executive's duties hereunder.

               (a) Location of Performance. During the Employment Period, the
Executive will not be required to perform the duties described in Section 1.2 at
any location outside the state of California. If the Company requests that
Executive transfer to a different location the Company agrees to reimburse
Executive for all reasonable costs incurred in relocation to the new location.

         2.0 COMPENSATION.

         2.1 Annual Base Salary. The Company shall pay to the Executive an
initial annual base salary at the rate


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of $180,448 per year ("Annual Base Salary"); provided, however, that from and
after the closing date of the purchase of 100% of the common stock of the
Company by Rabobank International or any of its affiliates (the "Closing Date")
the Executive's Annual Base Salary shall be increased by an amount equal to
seven percent (7%) of his Annual Base Salary in effect immediately prior to the
Closing Date. On each anniversary of the Closing Date occurring during the
Employment Period, the Executive's Annual Base Salary shall be increased by an
amount equal to seven percent (7%) of his Annual Base Salary in effect
immediately prior to such anniversary. The Executive's Annual Base Salary shall
be payable twice monthly in arrears on the last working day on or before the
15th of each month and on the last working day of each month in accordance with
the Company's regular payroll practices. All payments of Annual Base Salary and
all other payments under this Agreement shall be in United States currency.

         2.2 Bonus Compensation. The Company shall consider the Executive for
bonus compensation for each calendar year during the Employment Period. The
terms, conditions and criteria for, and amount of, any such bonus compensation,
as well as the dates on which any such bonus compensation may be paid with
respect to services performed by the Executive during calendar years 2002, 2003
and 2004, are set forth on Exhibit B and incorporated herein by reference. Other
than as described on Exhibit B, this Agreement creates no contractual right or
other entitlement to bonus compensation.

         2.3 Employee Benefits and Perquisites. Subject to the terms and
conditions of the Company's plans and policies, during the Employment Period,
the Executive shall be entitled to participate in all retirement, health and
welfare plans provided by the Company and applicable to the other peer
executives of the Company. The Company agrees during the Employment period to
maintain the existing vacation, car, medical and deferral plans.

         2.4 Expense Reimbursement. During the Employment Period, the Company
shall reimburse the Executive for all normal and proper business expenses
incurred by him or her in connection with the business of the Company and the
performance of his or her duties and responsibilities under this Agreement in
accordance with the Company's policies and procedures regarding reimbursement of
expenses.

         2.5 Right to Change Plans. Nothing in this Agreement shall be construed
to limit, condition, or otherwise encumber the right of the Company to amend,
discontinue, terminate, substitute, or maintain any benefit plan, program,
policy, arrangement or perquisite, including, but not limited to, the benefits
and other perquisites set forth in Section 2.3, provided any such changes, or
changes (other than the Salary Continuation Agreements) in the agreement will
not result in a noticeably decreased level of benefits to Executive.

         2.6 Negotiated Benefits. In consideration for continued employment with
the Company as set forth in this Agreement, the Executive agrees to execute an
amendment of the Valley Independent Bank Amended and Restated Salary
Continuation Agreement dated July 1, 2002, entered into by and between the
Executive and Valley Independent Bank, in a form substantially similar to
Exhibit C.

         2.7 Withholding. All payments made pursuant to this Section 2 shall be
subject to such withholding tax as may be required by Federal, State, and local
governments.

         3.0 TERMINATION OF EMPLOYMENT

         3.1 Notice of Termination for Breach or Misconduct. The Company may
elect to terminate the employment of the Executive in the event that during the
Employment Period there should occur any of the following: (a) an event
constituting "Misconduct" (as defined herein) by the Executive; or (b) the
material breach by the Executive of any covenant or provision of this Agreement.
"Misconduct" shall mean (i) a material breach or willful neglect by the
Executive of the duties and responsibilities of the Executive under this
Agreement or any breach by the Executive of any material term


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of this Agreement, (ii) the engaging by the Executive in conduct that is
demonstrably and materially injurious to the business, reputation, character, or
community standing of the Company, (iii) the engaging by the Executive in
dishonest, fraudulent, or unethical conduct or in other conduct involving
serious moral turpitude to the extent that the Executive's reputation and
credibility no longer conform to the standards expected of the Company's
executives, (iv) the Executive's, admission, confession, or plea bargain to or
conviction in a court of law of any crime or offense involving fraud or misuse
or misappropriation of money or other property, (v) the Executive's admission,
confession, or plea bargain to or conviction in a court of law of any felony, or
(vi) a material violation of any statutory or common law duty to the Company,
including, but not limited to, the duty of loyalty. In the event the Company
exercises the election to terminate the employment of the Executive pursuant to
this Section 3.1, the Employment Period shall terminate effective upon notice to
the Executive of such termination, and the Executive shall be entitled to
receive any pro rata accrued but unpaid amounts under Section 2.1 and any
expense reimbursement owing under Section 2.4 through the effective date of such
termination but shall not be entitled to receive any other amount under this
Agreement.

         3.2 Death. In the event of the death of the Executive during the
Employment Period, this Agreement shall be deemed immediately terminated and his
or her designated beneficiaries shall be entitled to receive any pro rata
accrued and unpaid amounts under Sections 2.1 and 2.2 and any expense
reimbursement owing under Section 2.4 through the effective date of such
termination. The Executive's accrued unpaid amount under Section 2.2, if any,
shall be determined in the same manner as described in Section 3.3 below.

         3.3 Resignation. In the event the Executive voluntarily terminates his
employment with the Company during the Employment Period, the Employment Period
shall terminate effective upon such termination, and the Executive shall be
entitled to receive any pro rata accrued but unpaid amounts under Sections 2.1
and 2.2 and any expense reimbursement owing under Section 2.4 through the
effective date of such termination but shall not be entitled to receive any
other amount under this Agreement. The accrued amount due the Executive under
Section 2.2 shall be determined by multiplying the bonus amount that would have
been due the Executive had he remained employed by the Company during the entire
calendar year in which his termination occurs by a fraction, the numerator of
which is the number of full calendar months the Executive was employed by the
Company during such calendar year and the denominator of which is 12.

         3.4 Involuntary Termination. If the Company decides not to extend the
Executive's employment on an at- will basis at the end of the Employment Period,
or if the Company terminates the Executive's employment during the Employment
Period for any reason other than (i) the Executive's death, (ii) the Executive's
total disability, (iii) the occurrence of an event constituting Misconduct, or
(iv) the breach by the Executive of any covenant or provision of this Agreement,
or if the Executive is entitled to terminate his employment under the material
demotion provision of Section 1.2 or relocation provision of Section 1.4 the
Executive shall be entitled to continue to receive his Annual Base Salary and
medical and car benefits for a period equal to the greater of the remainder of
the Employment Period or 12 months and to receive his accrued bonus payment
pursuant to Section 2.2 as calculated pursuant to Section 3.3.

         4.0 NONSOLICITATION AND CONFIDENTIALITY

                  4.1 Duty of Loyalty. Subject to the provisions of Section 1.3
hereof, the Executive agrees that the Executive shall devote his or her full
attention and efforts to the performance of the Executive's duties. In all
aspects of the Executive's employment with the Company, the Executive shall act
in the utmost good faith, deal fairly with the Company, and fully disclose to
the Company all information which the Company might reasonably consider to be
important or relevant to the Company's business. For the purpose of Section 4 of
the Agreement, "Company" shall include all affiliated entities of the Company.
During the Executive's employment with the Company, the Executive: (i) will not
directly or indirectly, engage, individually or as an officer, director,
employee, consultant, advisor, partner or co-venturer, or as a stockholder or
other proprietor owning more than a five percent (5%) passive interest in any
firm, corporation, partnership or other organization or entity (in case of any
such ownership or participation) in any business in competition with the
business of the Company or its subsidiaries or affiliates, and shall furnish to
the Board of Directors of the Company a detailed statement of any outside
employment or consulting services in which the Executive seeks to engage or
invest, and, as from time to time requested by the Board of Directors, resubmit
for approval a detailed statement thereof and in the event the Board of


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<PAGE>

Directors determines in good faith that such violation or conflict exists, the
Executive shall refrain from such employment, consulting services or investment;
and (ii) will knowingly perform no act which may confer any competitive benefit
or advantage upon any enterprise competing with the Company, its subsidiaries,
affiliates or any successor. During the Executive's employment with the Company
and for a period of two (2) years after the Executive's termination of
employment with the Company for any reason, in any county in the United States
in which the Company does business (see Exhibit D), the Executive: (i) shall not
directly call upon or solicit any of the customers of the Company, its
subsidiaries, or affiliates that were or became customers during the term of the
Executive's employment (as used herein "customer" shall mean any person or
company as listed as such on the books of the Company, its subsidiaries, or any
affiliates); and (ii) shall not induce or attempt to induce any employee, agent
or consultant of the Company, its subsidiaries, or affiliates to terminate his
or her association with the Company or any subsidiaries or affiliates.

         The Company and the Executive agree that the provisions of this Section
4.1 contain restrictions that are not greater than necessary to protect the
interests of the Company. In the event of the breach or threatened breach by the
Executive of this Section 4.1, the Company, in addition to all other remedies
available to it at law or in equity, will be entitled to seek injunctive relief
and/or specific performance to enforce this Section 4.1.

         4.2 Confidentiality.

    -    The Executive shall neither during the Executive's employment (except
         in the proper performance of his or her duties) nor at any time
         (without limit) after the termination thereof, howsoever arising,
         directly or indirectly:

    -    use for his or her own purposes or those of any other person, company,
         business entity or other organization whatsoever; or

    -    disclose to any person, company, business entity or other organization
         whatsoever;

         any trade secrets or confidential information, knowledge or data of the
         Company, relating or belonging to the Company (the "Confidential and
         Proprietary Information"), including but not limited to information,
         knowledge or data concerning costs, purchasing, profits, markets,
         organization structures, employees or customers, including but not
         limited to surveys, customer lists, lists of prospective customers,
         customer account records, training and servicing materials, programs
         and techniques, company manuals and policies, computer programs,
         software and disks, source code, financial statements and projections,
         business plans, budgets, supplier lists, contracts, compensation
         schedules, and pricing information, any document marked "Confidential,"
         or any information which the Executive has been told is "Confidential"
         or which the Executive might reasonably expect the Company would regard
         as "Confidential", or any information which has been given the Company
         in confidence by customers, suppliers or other persons. Even if a
         document has not been marked "Confidential," the Executive shall treat
         the document and its contents as confidential information if the
         Executive has been told or otherwise knows or reasonably should know
         the document and its contents are confidential. Notwithstanding the
         foregoing, the Executive upon the termination of his or her employment
         with the Company shall be entitled to utilize general techniques and
         knowledge in a business not competitive with the Company which he or
         she has learned during his or her employment with the Company; provided
         such knowledge and techniques do not constitute trade secrets and are
         not copyrightable or patentable.

    -    The Executive shall not at any time during the continuance of his or
         her employment with the Company make any notes or memoranda relating to
         any matter within the scope of the Company's business, dealings or
         affairs other than for the benefit of the Company.

    -    The Executive acknowledges that the Company is the owner of the
         Confidential and Proprietary Information and agrees not to contest any
         such ownership rights of the Company, either during or after the
         Executive's employment with the Company.

    The obligations contained in this Section 4.2 shall cease to apply to any
         information or knowledge which may subsequently come into the public
         domain after the termination of the Executive's employment other than
         by way of unauthorized disclosure.

         4.3 Return of Documents and Other Materials and Resignation of
Corporate Positions and Directorships. If the Executive shall have ceased to be
employed by the Company for any reason, the Executive shall immediately
surrender to the Company all records and other documents obtained by him or her
or entrusted to him or her during the course of his or her employment (together
with all copies thereof) which pertain specifically to any business contemplated
under Section 4 herein as well as all other property of the Company. The
Executive also agrees to take all


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such steps as directed by the Company to resign from all corporate positions and
directorships, including any directorships with any other affiliated entities of
the Company.

         4.4 Scope of Covenants. The covenants set forth in Section 4 herein
shall apply both within any jurisdiction of the United States and within any
other jurisdiction.

         4.5 Enforcement. The Executive acknowledges and agrees that a breach of
any or all of the terms of Section 4 will constitute immediate and irreparable
harm to the Company's business advantage, including but not limited to the
Company's valuable business, employee, and/or client relations, for which
damages cannot be readily calculated and for which damages alone are an
inadequate remedy. Accordingly, the Executive acknowledges that in addition to
an appropriate award for damages, the Company shall be entitled to entry of an
order enjoining further breaches by him or her or any person, firm, or entity
with which he or she is associated of the terms of Section 4 (without the need
of posting a bond or other security). Because of the Executive's knowledge of
the Company's business, in the event of the Executive's actual or threatened
breach of the provisions of this Section 4, the Company shall be entitled to,
and the Executive hereby consents to, an injunction restraining the Executive
from any of the foregoing. However, nothing herein shall be construed as
prohibiting the Company from pursuing any other available remedies for such
breach or threatened breach, including the recovery of damages from the
Executive. The Executive agrees that the provisions of this Section 4 are
necessary and reasonable to protect the Company in the conduct of its business.
If any restriction contained in this Section 4 shall be deemed to be invalid or
unenforceable by reason of extent, duration or geographic scope thereof, then
the extent, duration, and geographic scope of such restriction shall be deemed
to be reduced to the fullest extent, duration and geographic scope permitted by
law and enforceable.

         4.6 Survival. The restrictions of this Section 4 shall survive and
continue in full force and effect in accordance with their respective terms,
notwithstanding any termination of the Employment Period or the Executive's
termination of employment from the Company, and they shall be not be limited or
discharged by an alleged breach or misconduct on the part of the Company.

         5.0 MISCELLANEOUS PROVISIONS

         5.1 Notices. Any notice to be given by the Company shall be given by
the President. Any notice or request required or permitted to be given hereunder
shall be sufficient if given in writing and delivered personally or sent by
registered mail, return receipt requested, as follows: (a) if to the Executive,
to his or her address as set forth in the records of the Company; and (b) if to
the Company, to the attention of the President. Either party may designate a
different address for delivery of notices in accordance with this Section 5.1.
Such notice of a different address for delivery of notices shall be deemed to
have been given upon the personal delivery or mailing thereof, as the case may
be.

         5.2 Arbitration. Executive and the Company agree that any dispute or
claim, including all contract, tort, discrimination and other statutory claims,
arising under or relating to Executive's employment or termination of employment
with the Company, but excepting claims under applicable workers' compensation
law and unemployment insurance claims ("arbitrable claims") alleged against the
Company and/or its agents shall be resolved by arbitration. However, Executive
and the Company agree that this arbitration provision shall not apply to any
disputes or claims relating to or arising out of the misuse or misappropriation
of the Company's Confidential and Proprietary Information or claims under the
non-solicitation and noncompetition provisions of Section 4. Arbitration shall
be final and binding on the parties and shall be the exclusive remedy for
arbitrable claims. Executive and the Company hereby waive any rights each may
have to a jury trial in regard to the arbitrable claims. Executive and the
Company further agree that the arbitrator shall have the sole authority to
determine arbitrability of any such arbitrable claims. Arbitration shall be
conducted by the American Arbitration Association in Los Angeles, California (or
other mutually agreed upon city) under the National Rules for the Resolution of
Employment Disputes. As in any arbitration, the burden of proof shall be
allocated as provided by applicable law. The Company agrees to pay the fees and
costs of the arbitrator. However, the arbitrator shall have the same authority
as a court to award equitable relief, damages, costs, and fees (excluding the
costs and fees for the arbitrator) as provided by law for the particular claims
asserted. This arbitration clause shall be governed by and construed in all
respects under the terms of the Federal Arbitration Act.


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<PAGE>

         5.3 Governing Law; Forum Selection. This Agreement shall be governed by
and construed in all respects in accordance with the laws of the State of
California without regard to principles of conflicts of laws. With the exception
of "arbitrable claims" as defined in Section 5.2, the federal courts and/or
state courts of the State of California, County of Los Angeles shall have
exclusive jurisdiction to adjudicate any dispute arising out of this Agreement
and/or employment relationship or termination thereof and Executive consents to
such jurisdiction and venue.

         5.4 Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is determined to be
prohibited and invalid in any respect under applicable law (after any
appropriate modification or limitation pursuant to Section 4 herein), such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

         5.5 Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties with respect to the matters specifically
described herein and supersedes all prior and/or contemporaneous agreements and
understandings, oral or written, between the parties with respect to such
subject matter. The Executive represents and warrants that no breach or other
violation of any past, current or contemplated oral or written contractual
arrangement to which he or she is a party exists or will exist by virtue of the
existence of this Agreement or the terms hereof.

         5.6 Successors and Assigns. This Agreement may be assigned or
transferred to, and shall be binding upon and shall inure to the benefit of, any
successor, subsidiary or affiliate of the Company, and any such successor,
subsidiary or affiliate shall be deemed substituted for all purposes for the
"Company" under the terms of this Agreement. As used in this Agreement, the term
"successor" shall mean any person, firm, corporation, or business entity which
at any time, whether by merger, purchase, or otherwise, acquires all or
substantially all of the assets, stock or business of the Company. The Executive
acknowledges that the Company or its parent, if any, has the right to sell,
assign, or otherwise transfer any portion or substantially all or all of the
capital stock, assets or business of the Company and that any such sale,
assignment, or transfer shall not be deemed to be a termination of the
employment of the Executive. The Executive acknowledges that the services to be
rendered by him or her pursuant to this Agreement are unique and personal, and
the Executive therefore may not assign any obligations or responsibilities he or
she has under this Agreement.

         5.7 Amendment and Waiver. This Agreement may be modified, or any right
or condition hereunder waived, only by instrument signed by the party against
whom such amendment or waiver is sought to be enforced. No waiver by any party
to this Agreement or any breach of any of the covenants, agreements, or
undertakings contained in this Agreement shall be construed as a waiver of any
succeeding breach of the same or of any other covenant, agreement, or
undertaking, nor shall any such waiver affect the right of any party to this
Agreement to require the strict performance thereof on a subsequent occasion.

         5.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and both of which
together shall constitute one and the same instrument.

         5.9 Headings. The Section headings in this Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.

         5.10 Effective Date of Agreement. This Agreement shall have effect
("Effective Date") upon signing.

         5.11 Gender and Number. Words denoting the masculine gender shall
include the feminine gender, and words denoting the feminine gender shall
include the masculine gender. Words in the plural shall include the singular,
and the singular shall include the plural.

         5.12 Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations and to the
extent that any performance is required following termination of this Agreement.
Without limiting the foregoing, Sections 2.6, 3.3, 3.4, 4.1, 4.2, 4.3, 4.4, 4.5,
4.6, 5.2 and 5.3 shall expressly survive the termination of this Agreement.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                        Valley Independent Bank

  /s/ Harry G. Gooding                  By:   /s/ Dennis L. Kern
--------------------------------            -----------------------------------
Executive                               Its:  President & CEO
                                             ----------------------------------

Dated:  July 30, 2002                   Dated:  July 30, 2002
       -------------------------               --------------------------------




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                                                                EXHIBIT A


                        STATEMENT OF POSITION AND DUTIES

                             CHIEF FINANCIAL OFFICER

The Chief Financial Officer directs the organization's financial planning and
accounting practices as well as its relationship with lending institutions,
shareholders, and the financial community by performing the following duties
personally or through subordinate managers:

-    Responsible to fulfill the Customer Satisfaction Initiative for courtesy,
     accuracy, responsiveness and efficiency;

-    Participates with Senior Management in developing and monitoring policies
     and objectives;

-    Contributes to the achievement of the Accounting and Investment
     Department's business plans;

-    Oversees and directs treasury, budgeting, tax, accounting, and insurance
     activities. Directs the Controller in providing and directing procedures
     and systems necessary to maintain proper records and to afford adequate
     accounting controls and services;

-    Directs the Investment Officer in activities as custodian of funds and
     assets of the organization;

-    Appraises the organization's financial position and issues periodic
     financial and operating reports;

-    Directs and coordinates the establishment of budget programs;

-    Analyzes, consolidates, and directs all cost accounting procedures together
     with other statistical and routine reports;

-    Directs and analyses studies of general economic, business, and financial
     conditions and their impact on the organization's policies and operations.



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                                                                       EXHIBIT B

                               BONUS COMPENSATION

In accordance with Section 2.2 Bonus Compensation of this Agreement, set forth
below are the bonus performance criteria which must be met in order for the
Executive to be entitled to a bonus under Section 2.2 of this Agreement for the
calendar years 2002, 2003 and 2004.

Performance Year 2002

<TABLE>
<CAPTION>
              Company Earnings Before Taxes                                  Bonus Payable
              -----------------------------                                  -------------
<S>                                                         <C>
At least $20,138,000                                        Discretionary, up to 30% of Annual Base Salary
</TABLE>


If the Executive is entitled to a bonus for the 2002 Performance Year under the
above criteria, such bonus shall be paid in 2003 in accordance with the regular
bonus payment schedule of Rabobank International.

Performance Year 2003

Bonus compensation for the 2003 Performance Year shall be based upon the
Company's earnings before taxes for the year ending December 31, 2003 as
follows:

<TABLE>
<CAPTION>
              Company Earnings Before Taxes                                  Bonus Payable
              -----------------------------                                  -------------
<S>                                                         <C>
At least $23,890,000 but less than $27,140,000              25% of Annual Base Salary
$27,140,000                                                 50% of Annual Base Salary (non cumulative)
At least $27,140,001                                        50% of Annual Base Salary (non cumulative) plus an
                                                            additional discretionary amount
</TABLE>

If the Executive is entitled to a bonus for the 2003 Performance Year under the
above criteria, such bonus shall be paid in 2004 in accordance with the regular
bonus payment schedule of Rabobank International.

Performance Year 2004

Bonus compensation for the 2004 Performance Year shall be based upon the
Company's earnings before taxes for the year ending December 31, 2004 as
follows:

<TABLE>
<CAPTION>
              Company Earnings Before Taxes                                  Bonus Payable
              -----------------------------                                  -------------
<S>                                                         <C>
At least $27,000,000 but less than $37,140,000              25% of Annual Base Salary
$37,140,000                                                 50% of Annual Base Salary (non cumulative)
</TABLE>



                                      131
<PAGE>

<TABLE>
<S>                                                         <C>
At least $37,140,001                                        50% of Annual Base Salary (non cumulative) plus an
                                                              additional discretionary amount
</TABLE>

If the Executive is entitled to a bonus for the 2004 Performance Year under the
above criteria, such bonus shall be paid in 2005 in accordance with the regular
bonus payment schedule of Rabobank International regardless of whether the
Executive is then an employee of the Company. For purposes of this Exhibit B,
"Annual Base Salary" means the base salary actually paid for services rendered
during 2004.



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                                                                       EXHIBIT C


                               SECOND AMENDMENT OF
                             VALLEY INDEPENDENT BANK
                              AMENDED AND RESTATED
                          SALARY CONTINUATION AGREEMENT

         WHEREAS, Valley Independent Bank, a state chartered commercial bank
located in El Centro, California (the "Company"), and Harry G. Gooding (the
"Executive") have entered into the Valley Independent Bank Amended and Restated
Salary Continuation Agreement (the "Salary Continuation Agreement"); and

         WHEREAS, the Salary Continuation Agreement was amended and restated
effective as of November 13, 2000 and amended as of July 1, 2002, and further
amendment of the Salary Continuation Agreement now is considered desirable;

         NOW, THEREFORE, by virtue and in exercise of the power reserved to the
Company and the Executive by Article 7 of the Salary Continuation Agreement, and
pursuant to the authority delegated to the undersigned officer of the Company to
act on the Company's behalf, the Salary Continuation Agreement is amended,
effective July 30, 2002, in the following particulars:

         1. By adding the following new Article 1A immediately prior to Article
1 of the Salary Continuation Agreement as a part thereof:

                                   "ARTICLE 1A
                          Payment and Waiver Provision

         1A.1  Payment and Waiver Provision. Notwithstanding any other provision
               of this Agreement to the contrary, the following provision shall
               apply:

               If, during the Employment Period (as that term is defined in that
               certain Employment Agreement dated July 30, 2002, entered into
               between the Executive and Valley Independent Bank), the Executive
               voluntarily terminates his employment with the Company for any
               reason other than the Executive's death, Disability, or because
               of material demotion under Section 1.2 or a relocation outside of
               California under Section 1.4 or if the Executive is terminated
               under the Termination for Cause, then the Executive will not be
               entitled to any benefits of any kind under this Agreement
               (including Early Termination Benefit) and the Executive hereby
               waives any right to assert any other claim of any kind for such
               benefits in such event."

         2. By amending Section 1.1 of the Salary Continuation Agreement to
modify the definition of Change of Control to "any acquisition other than an
acquisition by Rabobank International or any of its affiliated companies."

         3. By amending Section 2.2.2 to read that "The annual benefit shall be
paid to the Executive for 20 years."


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<PAGE>

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Executive have caused this amendment to be executed this __30th__ day of
July, 2002.

                                        VALLEY INDEPENDENT BANK

                                          /s/ Dennis L. Kern
                                        ---------------------------------------
                                        By:  Dennis L. Kern
                                            -----------------------------------
                                        Its:  President & CEO
                                             ----------------------------------


                                          /s/ Harry G. Gooding
                                        ---------------------------------------
                                        EXECUTIVE




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<PAGE>

                                                                       EXHIBIT D

                   COUNTIES IN WHICH THE COMPANY DOES BUSINESS

Fresno

Imperial

Kern

Kings

Orange

Riverside

San Diego

Tulare



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