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                                                                    Exhibit 10.4

                           VINEYARD NATIONAL BANCORP




                           2002 RESTRICTED SHARE PLAN

                                    * * * * *



      1. PURPOSE. The purpose of the 2002 Restricted Share Plan (the "Plan") is
to further and promote the interests of Vineyard National Bancorp (the
"Company"), its Subsidiaries and its shareholders by enabling the Company and
its Subsidiaries to attract, retain and motivate employees and officers or those
who will become employees or officers, and to align the interests of those
individuals and the Company's shareholders. To do this, the Plan offers
restricted share awards providing such employees and officers with a proprietary
interest in maximizing the growth, profitability and overall success of the
Company and its Subsidiaries.

      2. DEFINITIONS. For purposes of the Plan, the following terms shall have
the meanings set forth below:

            2.1 "AWARD" means an award of Restricted Shares made to a
Participant under Section 6 of the Plan.

            2.2 "AWARD AGREEMENT" means the agreement executed by a Participant
pursuant to Sections 3.2 and 11.6 of the Plan in connection with the granting of
an Award.

            2.3 "BOARD" means the Board of Directors of the Company, as
constituted from time to time or any Committee established by the Board.

            2.4 "CODE" means the Internal Revenue Code of 1986, as in effect
and as amended from time to time, or any successor statute thereto, together
with any rules, regulations and interpretations promulgated thereunder or with
respect thereto.

            2.5 "COMMITTEE" means the committee of the Board established from
time to time in the sole discretion of the Board to administer the Plan, as
described in Section 3 of the Plan. Any committee established by the Board shall
be composed solely of two or more Non-Employee Directors (as defined in Rule
16b-3 promulgated under the Exchange Act.)

            2.6 "COMMON STOCK" means the Common Stock, no par value per share,
of the Company or any security of the Company issued by the Company in
substitution or exchange therefor.

            2.7 "COMPANY" means Vineyard National Bancorp, a California
corporation, or any successor corporation to Vineyard National Bancorp.
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            2.8 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in
effect and as amended from time to time, or any successor statute thereto,
together with any rules, regulations and interpretations promulgated thereunder
or with respect thereto.

            2.9 "FAIR MARKET VALUE" means on, or with respect to, any given
date(s), the average of the highest and lowest market prices of the Common
Stock, as reported on the Nasdaq Small Cap or National Market for such date(s)
or, if the Common Stock was not traded on such date(s), on the next preceding
day or days on which the Common Stock was traded. If at any time the Common
Stock is not traded on such exchange, the Fair Market Value of a share of the
Common Stock shall be determined in good faith by the Board.

            2.10 "PARTICIPANT" means any individual who is selected from time to
time under Section 5 to receive an Award under the Plan.

            2.11 "PLAN" means the Vineyard National Bancorp 2002 Restricted
Share Plan, as set forth herein and as in effect and as amended from time to
time (together with any rules and regulations promulgated by the Board with
respect thereto).

            2.12 "RESTRICTED SHARES" means the restricted shares of Common Stock
granted pursuant to the provisions of Section 6 of the Plan and the relevant
Award Agreement.

            2.13 "SUBSIDIARY(IES)" means any corporation (other than the
Company) in an unbroken chain of corporations, including and beginning with the
Company, if each of such corporations, other than the last corporation in the
unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of
the voting stock in one of the other corporations in such chain.

            2.14 "SURVIVING ENTITY" means the Company, if immediately following
any merger, consolidation or similar transaction, the holders of outstanding
voting securities of the Company immediately prior to the merger or
consolidation own equity securities possessing more than 50% of the voting power
of the corporation existing following the merger, consolidation or similar
transaction. In all other cases, the other entity to the transaction and not the
Company shall be the Surviving Entity. In making the determination of ownership
by the shareholders of an entity immediately after the merger, consolidation or
similar transaction, equity securities the shareholders owned immediately before
the merger, consolidation or similar transaction as shareholders of another
party to the transaction shall be disregarded. Further, outstanding voting
securities of an entity shall be calculated by assuming the conversion of all
equity securities convertible (immediately or at some future time) into shares
entitled to vote.

      3.    ADMINISTRATION.

            3.1 GENERAL. The Plan shall be administered by the Board or the
Committee, as determined by the Board in its sole discretion. Members of the
Committee shall serve at the pleasure of the Board and the Board may from time
to time remove members from, or add members to, the Committee.

            3.2 PLAN ADMINISTRATION AND PLAN RULES. The Board is authorized to
construe and interpret the Plan and to promulgate, amend and rescind rules and
regulations


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relating to the implementation, administration and maintenance of the Plan.
Subject to the terms and conditions of the Plan, the Board shall make all
determinations necessary or advisable for the implementation, administration and
maintenance of the Plan including, without limitation, (a) selecting the Plan's
Participants, (b) making Awards in such amounts and form as the Board shall
determine, (c) imposing such restrictions, terms and conditions upon such Awards
as the Board shall deem appropriate, and (d) correcting any technical defect(s)
or technical omission(s), or reconciling any technical inconsistency(ies), in
the Plan and/or any Award Agreement. The Board may designate persons other than
members of the Board to carry out the day-to-day ministerial administration of
the Plan under such conditions and limitations as it may prescribe. The Board's
determinations under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are similarly situated. Any
determination, decision or action of the Board in connection with the
construction, interpretation, administration, implementation or maintenance of
the Plan shall be final, conclusive and binding upon all Participants and any
person(s) claiming under or through any Participants. The Company shall effect
the granting of Awards under the Plan, in accordance with the determinations
made by the Board, by execution of written agreements and/or other instruments
in such form as is approved by the Board. The Board may, in its sole discretion,
delegate its authority to one or more senior executive officers for the purpose
of making Awards to Participants who are not subject to Section 16 of the
Exchange Act.

            3.3 LIABILITY LIMITATION. Neither the Board nor the Committee, nor
any member of either, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan (or
any Award Agreement), and the members of the Board and the Committee shall be
entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, attorneys' fees)
arising or resulting therefrom to the fullest extent permitted by law and/or
under any directors and officers liability insurance coverage which may be in
effect from time to time.

      4.    TERM OF PLAN/COMMON STOCK SUBJECT TO PLAN.

            4.1 TERM. The Plan shall terminate on such date as is ten years from
the date the first Award is granted hereunder, except with respect to Awards
then outstanding. After such date no further Awards shall be granted under the
Plan.

            4.2 COMMON STOCK. The maximum number of shares of Common Stock in
respect of which Awards may be granted or paid out under the Plan, subject to
adjustment as provided in Section 8.2 of the Plan, shall not exceed 25,000
shares. In the event of a change in the Common Stock of the Company that is
limited to a change in the designation thereof to "Capital Stock" or other
similar designation, or to a change in the par value thereof, or from par value
to no par value, without increase or decrease in the number of issued shares,
the shares resulting from any such change shall be deemed to be the Common Stock
for purposes of the Plan. Common Stock which may be issued under the Plan may be
either authorized and unissued shares or issued shares which have been
reacquired by the Company (in the open-market or in private transactions) and
which are being held as treasury shares. No fractional shares of Common Stock
shall be issued under the Plan.


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            4.3 COMPUTATION OF AVAILABLE SHARES. For the purpose of computing
the total number of shares of Common Stock available for Awards under the Plan,
there shall be counted against the limitations set forth in Section 4.2 of the
Plan the number of shares of Common Stock issued under grants of Restricted
Shares pursuant to Section 6 of the Plan determined as of the date on which such
Awards are granted. If any Awards are forfeited, surrendered, cancelled,
terminated or settled in cash in lieu of Common Stock, the shares of Common
Stock which were theretofore subject to such Awards shall again be available for
Awards under the Plan to the extent of such forfeiture, surrender, cancellation,
termination or settlement of such Awards.

      5. ELIGIBILITY. Individuals eligible for Awards under the Plan shall
consist of key employees and officers, or those who will become key employees or
officers of the Company and/or its Subsidiaries whose performance or
contribution, in the sole discretion of the Board, benefits or will benefit the
Company or any Subsidiary.

      6. RESTRICTED SHARES.

            6.1 TERMS AND CONDITIONS. Grants of Restricted Shares shall be
subject to the terms and conditions set forth in this Section 6 and any
additional terms and conditions, not inconsistent with the express terms and
provisions of the Plan, as the Board shall set forth in the relevant Award
Agreement. Subject to the terms of the Plan, the Board shall determine the
number of Restricted Shares to be granted to a Participant and the Board may
provide or impose different terms and conditions on any particular Restricted
Share grant made to any Participant. With respect to each Participant receiving
an Award of Restricted Shares, there shall be issued a stock certificate (or
certificates) in respect of such Restricted Shares. Such stock certificate(s)
shall be registered in the name of such Participant, shall be accompanied by a
stock power duly executed by such Participant, and shall bear, among other
required legends, the following legend:

            "The transferability of this certificate and the shares of stock
            represented hereby are subject to the terms and conditions
            (including, without limitation, forfeiture events) contained in the
            Vineyard National Bancorp 2002 Restricted Share Plan and an Award
            Agreement entered into between the registered owner hereof and
            Vineyard National Bancorp. Copies of such Plan and Award Agreement
            are on file in the office of the Secretary of Vineyard National
            Bancorp, 9590 Foothill Blvd., Rancho Cucamonga, CA 91730. Vineyard
            National Bancorp will furnish to the recordholder of the
            certificate, without charge and upon written request at its
            principal place of business, a copy of such Plan and Award
            Agreement. Vineyard National Bancorp reserves the right to refuse to
            record the transfer of this certificate until all such restrictions
            are satisfied, all such terms are complied with and all such
            conditions are satisfied."


Such stock certificate evidencing such shares shall, in the sole discretion of
the Board, be deposited with and held in custody by the Company until the
restrictions thereon shall have lapsed and all of the terms and conditions
applicable to such grant shall have been satisfied.


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            6.2 RESTRICTED SHARE GRANTS. A grant of Restricted Shares is an
Award of shares of Common Stock granted to a Participant, subject to such
restrictions, terms and conditions as the Board deems appropriate, including,
without limitation, (a) restrictions on the sale, assignment, transfer,
hypothecation or other disposition of such shares, (b) the requirement that the
Participant deposit such shares with the Company while such shares are subject
to such restrictions, and (c) the requirement that such shares be forfeited upon
termination of employment for specified reasons within a specified period of
time or for other reasons (including, without limitation, the failure to achieve
designated performance goals).

            6.3 RESTRICTION PERIOD. In accordance with Sections 6.1 and 6.2 of
the Plan and unless otherwise determined by the Board (in its sole discretion)
at any time and from time to time, Restricted Shares shall only become
unrestricted and vested in the Participant in accordance with such vesting
schedule relating to such Restricted Shares, if any, as the Board may establish
in the relevant Award Agreement (the "Restriction Period"). During the
Restriction Period, such stock shall be and remain unvested and a Participant
may not sell, assign, transfer, pledge, encumber or otherwise dispose of or
hypothecate such Award. Upon satisfaction of the vesting schedule and any other
applicable restrictions, terms and conditions, the Participant shall be entitled
to receive payment of the Restricted Shares or a portion thereof, as the case
may be, as provided in Section 6.4 of the Plan.

            6.4 PAYMENT OF RESTRICTED SHARE GRANTS. After the satisfaction
and/or lapse of the restrictions, terms and conditions established by the Board
in respect of a grant of Restricted Shares, a new certificate, without the
legend set forth in Section 6.1 of the Plan, for the number of shares of Common
Stock which are no longer subject to such restrictions, terms and conditions
shall, as soon as practicable thereafter, be delivered to the Participant.

            6.5 SHAREHOLDER RIGHTS. A Participant shall have, with respect to
the shares of Common Stock underlying a grant of Restricted Shares, all of the
rights of a shareholder of such stock (except as such rights are limited or
restricted under the Plan or in the relevant Award Agreement). Any stock
dividends paid in respect of unvested Restricted Shares shall be treated as
additional Restricted Shares and shall be subject to the same restrictions and
other terms and conditions that apply to the unvested Restricted Shares in
respect of which such stock dividends are issued.

      7. NON-TRANSFERABILITY OF AWARDS. Unless otherwise provided in the Award
Agreement, no Award under the Plan or any Award Agreement, and no rights or
interests herein or therein, shall or may be assigned, transferred, sold,
exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by a
Participant or any beneficiary(ies) of any Participant, except by testamentary
disposition by the Participant or the laws of intestate succession. No such
interest shall be subject to execution, attachment or similar legal process,
including, without limitation, seizure for the payment of the Participant's
debts, judgments, alimony, or separate maintenance.

      8. CHANGES IN CAPITALIZATION AND OTHER MATTERS.


            8.1 NO CORPORATE ACTION RESTRICTION. The existence of the Plan, any
Award Agreement and/or the Awards granted hereunder shall not limit, affect or
restrict in any way the


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right or power of the Board or the shareholders of the Company to make or
authorize (a) any adjustment, recapitalization, reorganization or other change
in the Company's or any Subsidiary's capital structure or its business, (b) any
merger, consolidation or change in the ownership of the Company or any
Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior
preference stocks ahead of or affecting the Company's or any Subsidiary's
capital stock or the rights thereof, (d) any dissolution or liquidation of the
Company or any Subsidiary, (e) any sale or transfer of all or any part of the
Company's or any Subsidiary's assets or business, or (f) any other corporate act
or proceeding by the Company or any Subsidiary. No Participant, beneficiary or
any other person shall have any claim against any member of the Board or the
Committee, the Company or any Subsidiary, or any employees, officers,
shareholders or agents of the Company or any subsidiary, as a result of any such
action.

            8.2 RECAPITALIZATION ADJUSTMENTS. In the event that the Board
determines that any dividend or other distribution (whether in the form of cash,
Common Stock, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, Change of Control or exchange of Common Stock
or other securities of the Company, or other corporate transaction or event
affects the Common Stock such that an adjustment is determined by the Board, in
its sole discretion, to be necessary or appropriate in order to prevent dilution
or enlargement of benefits or potential benefits intended to be made available
under the Plan, the Board may, in such manner as it in good faith deems
equitable, adjust any or all of (i) the number of shares of Common Stock or
other securities of the Company (or number and kind of other securities or
property) with respect to which Awards may be granted, and (ii) the number of
shares of Common Stock or other securities of the Company (or number and kind of
other securities or property) subject to outstanding Awards. In addition, the
Company may make provision for an immediate cash payment to the holder of an
outstanding Award in consideration for the cancellation of such Award.

      9. CHANGE OF CONTROL.

            9.1 ACCELERATION OF AWARDS VESTING. Anything in the Plan to the
contrary notwithstanding, if a Change of Control of the Company occurs all
restrictions, terms and conditions applicable to all Restricted Shares then
outstanding shall be deemed lapsed and satisfied as of the date of the Change of
Control. The immediately preceding sentence shall apply to only those
Participants who are employed by the Company and/or one of its Subsidiaries as
of the date of the Change of Control.

            9.2 CHANGE OF CONTROL. For the purpose of this Agreement, "Change of
Control" shall mean:

               9.2.1 The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization, if
more than 50% of the combined voting power (which voting power shall be
calculated by assuming the conversion of all equity securities convertible
(immediately or at some future time) into shares entitled to vote, but not
assuming the exercise of any warrant or right to subscribe to or purchase those
shares) of the continuing or Surviving Entity's securities outstanding
immediately after such merger, consolidation or other reorganization is owned,
directly


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or indirectly, by persons who were not shareholders of the Company immediately
prior to such merger, consolidation or other reorganization; provided, however,
that in making the determination of ownership by the shareholders of the
Company, immediately after the reorganization, equity securities which persons
own immediately before the reorganization as shareholders of another party to
the transaction shall be disregarded; or

               9.2.2 The sale, transfer or other disposition of all or
substantially all of the Company's assets.

               9.2.3 A transaction shall not constitute a Change in Control if
its sole purpose is to change the state of the Company's incorporation or to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Company's securities immediately before
such transaction.

      10. AMENDMENT, SUSPENSION AND TERMINATION.

            10.1 IN GENERAL. The Board may suspend or terminate the Plan (or any
portion thereof) at any time and may amend the Plan at any time and from time to
time in such respects as the Board may deem advisable to insure that any and all
Awards conform to or otherwise reflect any change in applicable laws or
regulations, or to permit the-company or the Participants to benefit from any
change in applicable laws or regulations, or in any other respect the Board may
deem to be in the best interests of the Company or any Subsidiary. No such
amendment, suspension or termination shall materially adversely affect the
rights of any Participant under any outstanding Restricted Share grant, without
the consent of such Participant.

            10.2 AWARD AGREEMENT MODIFICATIONS. The Board may (in its sole
discretion) amend or modify at any time and from time to time the terms and
provisions of any outstanding Restricted Share grant, in any manner to the
extent that the Board under the Plan or any Award Agreement could have initially
determined the restrictions, terms and provisions of such Restricted Share
grant, including, without limitation, changing or accelerating the date or dates
as of which such Restricted Share grants shall become vested. No such amendment
or modification shall, however, materially adversely affect the rights of any
Participant under any such Award without the consent of such Participant.

      11. MISCELLANEOUS.

            11.1 TAX WITHHOLDING. The Company shall have the right to deduct
from any payment or settlement under the Plan, including, without limitation,
the delivery, transfer or vesting of any Common Stock or Restricted Shares, any
federal, state, local or other taxes of any kind which the Board, in its sole
discretion, deems necessary to be withheld to comply with the Code and/or any
other applicable law, rule or regulation. Shares of Common Stock may be used to
satisfy any such tax withholding. Such Common Stock shall be valued based on the
Fair Market Value of such stock as of the date the tax withholding is required
to be made, such date to be determined by the Board. In addition, the Company
shall have the right to require payment from a Participant to cover any
applicable withholding or other employment taxes due upon any payment or
settlement under the Plan.


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            11.2 NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan, the
granting of any Award, nor the execution of any Award Agreement, shall confer
upon any employee of the Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, as the case may be, nor shall it
interfere in any way with the right, if any, of the Company or any Subsidiary to
terminate the employment of any employee at any time for any reason.

            11.3 UNFUNDED PLAN. The Plan shall be unfunded and the Company shall
not be required to segregate any assets in connection with any Awards under the
Plan. Any liability of the Company to any person with respect to any Award under
the Plan or any Award Agreement shall be based solely upon the contractual
obligations that may be created as a result of the Plan or any such award or
agreement. No such obligation of the Company shall be deemed to be secured by
any pledge of, encumbrance on, or other interest in, any property or asset of
the Company or any Subsidiary. Nothing contained in the Plan or any Award
Agreement shall be construed as creating in respect of any Participant (or
beneficiary thereof or any other person) any equity or other interest of any
kind in any assets of the Company or any Subsidiary or creating a trust of any
kind or a fiduciary relationship of any kind between the Company, any Subsidiary
and/or any such Participant, any beneficiary thereof or any other person.

            11.4 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and
other benefits received by a Participant under an Award made pursuant to the
Plan shall not be deemed a part of a Participant's compensation for purposes of
the determination of benefits under any other employee welfare or benefit plans
or arrangements, if any, provided by the Company or any Subsidiary unless
expressly provided in such other plans or arrangements, or except where the
Board expressly determines in writing that inclusion of an Award or portion of
an Award should be included to accurately reflect competitive compensation
practices or to recognize that an Award has been made in lieu of a portion of
competitive annual base salary or other cash compensation. Awards under the Plan
may be made in addition to, in combination with, or as alternatives to, grants,
awards or payments under any other plans or arrangements of the Company or its
Subsidiaries. The existence of the Plan notwithstanding, the Company or any
Subsidiary may adopt such other compensation plans or programs and additional
compensation arrangements as it deems necessary to attract, retain and motivate
employees.

            11.5 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No Awards or
shares of the Common Stock shall be required to be issued or granted under the
Plan unless legal counsel for the Company shall be satisfied that such issuance
or grant will be in compliance with all applicable federal and state securities
laws and regulations and any other applicable laws or regulations. The Board may
require, as a condition of any payment or share issuance, that certain
agreements, undertakings, representations, certificates, and/or information, as
the Board may deem necessary or advisable, be executed or provided to the
Company to assure compliance with all such applicable laws or regulations.
Certificates for shares of the Restricted Shares and/or Common Stock delivered
under the Plan may be subject to such stock-transfer orders and such other
restrictions as the Board may deem advisable under the rules, regulations, or
other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock is then listed, and any applicable federal or state
securities law. In addition, if, at


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any time specified herein (or in any Award Agreement or otherwise) for (a) the
making of any Award, or the making of any determination, (b) the issuance or
other distribution of Restricted Shares and/or Common Stock, or (c) the payment
of amounts to or through a Participant with respect to any Award, any law, rule,
regulation or other requirement of any governmental authority or agency shall
require either the Company, any Subsidiary or any Participant (or any estate,
designated beneficiary or other legal representative thereof) to take any action
in connection with any such determination, any such shares to be issued or
distributed, any such payment, or the making of any such determination, as the
case may be, shall be deferred until such required action is taken. With respect
to persons subject to Section 16 of the Exchange Act, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3
promulgated under the Exchange Act.

            11.6 AWARD AGREEMENTS. Each Participant receiving an Award under the
Plan shall enter into an Award Agreement with the Company in a form specified by
the Board. Each such Participant shall agree to the restrictions, terms and
conditions of the Award set forth therein and in the Plan.

            11.7 DESIGNATION OF BENEFICIARY. Each Participant to whom an Award
has been made under the Plan may designate a beneficiary or beneficiaries to
receive any payment which under the terms of the Plan and the relevant Award
Agreement may become payable on or after the Participant's death. At any time,
and from time to time, any such designation may be changed or cancelled by the
Participant without the consent of any such beneficiary. Any such designation,
change or cancellation must be on a form provided for that purpose by the Board
and shall not be effective until received by the Board. If no beneficiary has
been designated by a deceased Participant, or if the designated beneficiaries
have predeceased the Participant, the beneficiary shall be the Participant's
estate. If the Participant designates more than one beneficiary, any payments
under the Plan to such beneficiaries shall be made in equal shares unless the
Participant has expressly designated otherwise, in which case the payments shall
be made in the shares designated by the Participant.

            11.8 LEAVES OF ABSENCE/TRANSFERS. The Board shall have the power to
promulgate rules and regulations and to make determinations, as it deems
appropriate, under the Plan in respect of any leave of absence from the Company
or any Subsidiary granted to a Participant. Without limiting the generality of
the foregoing, the Board may determine whether any such leave of absence shall
be treated as if the Participant has terminated employment with the Company or
any such Subsidiary. If a Participant transfers within the Company, or to or
from any Subsidiary, such Participant shall not be deemed to have terminated
employment as a result of such transfers.

            11.9 GOVERNING LAW. The Plan and all actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of
California, without reference to the principles of conflict of laws thereof. Any
titles and headings herein are for reference purposes only, and shall in no way
limit, define or otherwise affect the meaning, construction or interpretation of
any provisions of the Plan.

            11.10 EFFECTIVE DATE. The Plan shall be effective upon its approval
by the Board and adoption by the Company.


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      IN WITNESS WHEREOF, this Plan is adopted by the Company on this 26th day
of June 2002.



                                                   VINEYARD NATIONAL BANCORP


                                                   By: /s/ NORMAN MORALES
                                                      --------------------------
                                                   Name:  Norman Morales
                                                   Title: President & Chief
                                                          Executive Officer

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