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                                                                    EXHIBIT 10.2

                          VINEYARD NATIONAL BANCORP AND
                                  VINEYARD BANK

                      DIRECTOR'S DEFERRED COMPENSATION PLAN

This Non-Qualified Deferred Compensation Plan is adopted by Vineyard National
Bancorp and Vineyard Bank; a California financial institution headquartered in
Rancho Cucamonga, California, for the benefit of its Board of Directors.

DEFINITIONS

"Plan":               The Vineyard Bank Director's Deferred Compensation Plan.

"Participant":        An outside member of the Board of Directors of the Bank
                      who chooses to enter into the plan.

"Bank":               Vineyard National Bancorp and Vineyard Bank

"Compensation":       All items of compensation required to be reflected on a
                      1099 issued by Vineyard Bank on behalf of any Board
                      member.

"Beneficiary":        The individual, trust or other entity last selected by a
                      participant to receive any payments due from the corpus of
                      the deferred compensation plan account, in the event of
                      the participant's premature death.

"Effective Date":     January 1, 2001.

"Committee":          The Committee described in Section 4, to administer this
                      Plan on behalf of the Bank.

"Joinder Agreement":  An agreement in substantially the form annexed
                      hereto as Exhibit A, by which a Director signifies his or
                      her willingness to become a Participant.

"Plan Year":          The twelve (12) month period commencing each January 1
                      and ending each December 31.

"Service":            A Director's term of membership on the Board.

"Trustee":            Joel Ravitz and Frank Alvarez

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RECITALS

         A.       This Plan has been adopted by the Bank's Board of Directors in
                  order to provide retirement benefits for participating Board
                  members.

         B.       This Plan calls for the Participant's voluntary contributions
                  and, in order to encourage such contribution, the Bank will
                  credit any contributions into the Plan with an interest rate
                  of no less than the National Prime Rate in effect on the first
                  business day of each calendar year plus two percent.

         C.       Nothing contained in this Agreement and no action taken,
                  pursuant to the provisions of this Agreement shall create or
                  be construed to create a qualified trust of any kind, or a
                  fiduciary relationship between the Bank and the Participant,
                  his designated beneficiary or any other person. Any funds
                  which may be invested under the provisions of this Agreement
                  shall continue for all purposes to be a part of the general
                  funds of the Bank and no person other than the Bank shall by
                  virtue of the provisions of this Agreement have any interest
                  in such funds. The extent that any person acquired a right to
                  receive payments from the Bank under this Agreement, such
                  right shall be no greater than the right of any unsecured
                  general creditor of the Bank.

THE PLAN

1.       Contributions - All contributions by, or with respect to, a Participant
         shall be held by the Bank as a bank asset.

         (a)      Participant's Contributions

                  (1)      Each Participant shall, on execution of his or her
                           Joinder Agreement, shall select to contribute a
                           minimum of $500 monthly to a maximum of $2,000
                           monthly.

                  (2)      Contributions shall be by deferral of Board of
                           Director fees.

                  (3)      Contribution amounts can only be changed during the
                           semi-annual open enrollment occurring in December and
                           June of each year.

         (b)      Bank Contributions

                  (1)      The Bank is under no obligation to make matching
                           contributions to the Plan.

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                  (2)      The Bank does intend to credit the contributions of
                           the Participants with an interest rate represented by
                           the then National Prime Rate plus 2.0% which will be
                           established on the 1st business day of each year and
                           remain fixed for the ensuing twelve months. The
                           crediting rate will be recalculated each year.

2. The Plan Account Balance

         (a)      All plan assets shall be held by the Bank. The Bank will send
                  statements out to the Participants on a quarterly basis
                  indicating their contributions; interest credited and account
                  balance.

         (b)      Participants are always fully vested for any contributions
                  they make into the Plan.

3. Benefits

         (a)      Events - Benefits shall be paid to the Participant or, in the
                  event of his or her death, to his or her beneficiary, on the
                  first to occur of:

                  (1)      The Participant's death;

                  (2)      The first day of the calendar month following a
                           Participant's resignation or retirement from the
                           Board of Directors of Vineyard Bank. At the
                           discretion of the Participant, this distribution may
                           be delayed until age 65;

                  (3)      The first day of the calendar month following
                           inception of the Participant's six months of
                           continuous disability.

                  (4)      As otherwise provided and elected by a Participant in
                           his or her Deferral Agreement. The deferral agreement
                           will be completed annually in the month of December
                           for the year thereafter.

                           The Committee shall certify to the Trustees in
                           writing the occurrence of any of the foregoing
                           events.

         (b)      Manner of paying benefits.

                  (1)      If the Participant's death has occurred, the
                           beneficiary shall have a choice of collecting the
                           balance of the Participant's account in a lump sum
                           payment, or they can continue to receive the monthly
                           payments that were being paid to the Participant
                           prior to their death.

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                  (2)      The Participant may elect to make a lump sum
                           distribution upon retirement or resignation from the
                           Board, or they may choose an extended payment plan.
                           If they choose the extended payment plan, their
                           account will continue to be credited with interest in
                           the same manner as described in Section 1(b)(2)
                           above.

                  (3)      During the extended payout period, the account
                           balance remains an asset of the Bank.

                  (4)      The maximum distribution period is 15 years.

4. The Committee

         (a)      Membership - The Committee shall consist of three members,
                  which can include any outside Director other than those
                  individuals appointed as trustees for this Plan and an
                  executive officer of the Bank. A Committee member who is also
                  an employee of the Bank shall receive no extra compensation
                  for his or her services as a Committee member.

                  (1)      Except as provided in paragraph (2), all actions by
                           the Committee shall be by majority vote.

                  (2)      The Committee by unanimous vote may delegate one or
                           more of its duties by specific written reference to
                           any other Committee member.

                  (3)      Any Committee member may resign at any time by
                           delivery of written resignation to any other
                           Committee member.

         (b)      Duties - The Committee is charged with general administration
                  of this Plan, and specifically with the duties specified
                  herein. In carrying out its duties, the Committee may adopt
                  such forms and regulations and require such notices and
                  information, consistent with this Plan, as it deems proper.

         (c)      Liability - No Committee member shall be liable for his or her
                  action or inaction, except for gross negligence or willful
                  misconduct, and the Bank shall hold him or her harmless
                  against any claims to the contrary.

5. The Trustee

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         (a)      Investments - The Trustee shall have no duty to make any
                  investments on behalf of this Plan, but only the duty to hold,
                  as owner, the Plan assets.

         (b)      Directions and Duties - The Trustee is entitled to accept any
                  direction or certification, on its face made by the Committee,
                  as genuine, without further inquiry as to its authenticity.
                  The Trustee shall have no duties for administration of any
                  part of the Plan not specifically stated herein.

         (c)      Compensation - The Trustee shall be compensated by the Bank in
                  such amounts and times, as they shall agree.

         (d)      Resignation - The Trustee may resign at any time on thirty
                  (30) days advanced written notice to the Committee, and the
                  Bank's Board of Directors may discharge the Trustee on thirty
                  (30) days advanced written notice to the Trustee.

                  (1) The Bank's Board of Directors shall appoint a successor
                  Trustee upon the Trustee's resignation or termination.

7. Amendment - This Plan may be amended by action of the Bank's Board of
   Directors in writing, at any time and from time to time provided:

         (a)      No amendment shall serve to reduce a Participant's vested
                  interest in his or her Plan Account Balance, or to limit a
                  Participant's time for receiving benefits, without his or her
                  written consent.

         (b)      No amendment shall serve to increase the Trustee's duties or
                  liabilities without its written consent.

         ADOPTED BY THE BANK pursuant to action by its Board of Directors,
         effective January 1, 2001.

         VINEYARD BANK

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