exhibit10-2.htm


    Exhibit 10.2

    
      

    

    UNITED
      STATES OF AMERICA

    DEPARTMENT
      OF THE TREASURY

    COMPTROLLER
      OF THE CURRENCY

    


    


    
      	
              In
                the Matter of:

              Vineyard
                Bank, N.A.

              Corona,
                California

            	
              )

              )

              )

            	 


    

    


    STIPULATION
      AND CONSENT TO THE ISSUANCE

    OF
      A CONSENT ORDER

    


    The
      Comptroller of the Currency of the United States of America (“Comptroller”)
      intends to initiate cease and desist proceedings against Vineyard Bank, N.A.,
      Corona, California (“Bank”) pursuant to 12 U.S.C. § 1818(b) for unsafe
      and unsound banking practices.

    The
      Bank, in the interest of compliance and cooperation, consents to the issuance
      of
      a Consent Order, dated July 22, 2008 (“Order”);

    In
      consideration of the above premises, the Comptroller, through its authorized
      representative, and the Bank, through its duly elected and acting Board of
      Directors, hereby stipulate and agree to the following:

    


    Article
      I

     

    Jurisdiction

     

    (1) The
      Bank is a national banking association chartered and examined by the Comptroller
      pursuant to the National Bank Act of 1864, as amended, 12 U.S.C. § 1
etseq.

    (2) The
      Comptroller is “the appropriate Federal banking agency” regarding the Bank
      pursuant to 12 U.S.C. §§ 1813(q) and 1818(b).

    (3) The
      Bank is an “insured depository institution” within the meaning of 12 U.S.C.
§ 1818(b)(1).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (4) This
      Order shall cause the Bank not to be designated as an “eligible bank” for
      purposes of 12 C.F.R. § 5.3(g), unless otherwise informed in writing
      by the Comptroller.

    


    Article
      II

     

    Agreement

     

    (1) The
      Bank, without admitting or denying any wrongdoing, hereby consents and agrees
      to
      the issuance of the Order by the Comptroller.

    (2) The
      Bank further agrees that said Order shall be deemed an “order issued with the
      consent of the depository institution” as defined in 12 U.S.C.
§ 1818(h)(2), and consents and agrees that said Order shall become
      effective upon its issuance and shall be fully enforceable by the Comptroller
      under the provisions of 12 U.S.C.
§ 1818(i).  Notwithstanding the absence of mutuality of
      obligation, or of consideration, or of a contract, the Comptroller may enforce
      any of the commitments or obligations herein undertaken by the Bank under its
      supervisory powers, including 12 U.S.C. § 1818(i), and not as a matter of
      contract law.  The Bank expressly acknowledges that neither the Bank
      nor the Comptroller has any intention to enter into a contract.

    (3) The
      Bank also expressly acknowledges that no officer or employee of the Comptroller
      has statutory or other authority to bind the United States, the U.S. Treasury
      Department, the Comptroller, or any other federal bank regulatory agency or
      entity, or any officer or employee of any of those entities to a contract
      affecting the Comptroller’s exercise of his supervisory
      responsibilities.

    (4) The
      Bank is a wholly-owned subsidiary of Vineyard National Bancorp.  The
      Annual Meeting of the Shareholders of Vineyard National Bancorp to be held
      on
      August 5, 2008, may result in a change of the directors of the Bank who shall
      be
      obligated to comply with this Order.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      III

     

    Waivers

     

    (1) The
      Bank, by signing this Stipulation and Consent, hereby waives:

    (a) the
      issuance of a Notice of Charges pursuant to 12 U.S.C.
§ 1818(b);

    (b) any
      and all procedural rights available in connection with the issuance
      of

    the
      Order;

    (c) all
      rights to a hearing and a final agency decision pursuant to 12
      U.S.C.

    § 1818(i),
      12 C.F.R. Part 19

    (d) all
      rights to seek any type of administrative or judicial review of the

    Order;
      and

    (e) any
      and all rights to challenge or contest the validity of the Order.

    


    Article
      IV

     

    Other
      Action

     

    (1) The
      Bank agrees that the provisions of this Stipulation and Consent shall not
      inhibit, estop, bar, or otherwise prevent the Comptroller from taking any other
      action affecting the Bank if, at any time, it deems it appropriate to do so
      to
      fulfill the responsibilities placed upon it by the several laws of the United
      States of America.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as its
      representative, has hereunto set his hand on behalf of the
      Comptroller.  

    


                                                                       

    
      	 /s/
              Steven J. Vander Wal 	 	 July
              22, 2008
	
              Steven
                J. Vander Wal

              Assistant
                Deputy Comptroller

              Western
                District

            	 	
              Date

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of
      Directors of the Bank, have hereunto set their hands on behalf of the
      Bank.

    


    


                                                                          

    
      	 /s/
              Frank S.
              Alvarez	 	 July
              22, 2008
	
              Frank
                S. Alvarez

               

              /s/
                David
                Buxbaum

            	 	
              Date

               

              July
                22, 2008 

            
	
              David
                Buxbaum

               

              /s/
                Charles L.
                Keagle

            	 	
              Date

               

              July
                22, 2008

            
	
              Charles
                L. Keagle

               

              /s/
                James G.
                LeSieur

            	 	
              Date

               

              July
                22, 2008

            
	
              James
                G. LeSieur

               

              /s/
                Robb
                Quincey

            	 	
              Date

               

              July
                22, 2008

            
	
              Robb
                Quincey

               

              /s/
                Joel H.
                Ravitz

            	 	
              Date

               

              July
                22, 2008

            


    

    Joel
      H.
      Ravitz                                                                                                                                          Date