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                                                                     EXHIBIT 4.4

                                    FORM OF
                          CERTIFICATE OF DETERMINATION
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                            VINEYARD NATIONAL BANCORP
                      ------------------------------------

                         PURSUANT TO SECTION 401 OF THE
                           CALIFORNIA CORPORATION CODE

                      ------------------------------------

         Norman A. Morales and Richard S. Hagan certify that:

         1. They are the President and Secretary, respectively of Vineyard
National Bancorp, a California corporation (the "Corporation").

         2. The authorized number of shares of Preferred Stock is Ten Million
(10,000,000), of which 50 shares designated the Corporation's 7.0% Series A
Preferred Stock have been issued and are outstanding.

         3. Pursuant to the authority given by the Articles of Incorporation of
the Corporation (the "Articles of Incorporation"), the Board of Directors of the
Corporation has duly adopted the following recitals and resolutions:

         "WHEREAS, the Articles of Incorporation of Vineyard National Bancorp
(the "Corporation") authorizes a class of Preferred Stock comprising of
10,000,000 shares issuable from time to time in one or more series; and

         WHEREAS, the Board of Directors of the Corporation is authorized to fix
or alter the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock including but not
limited to the dividend rights, dividend rates, conversion rights, voting
rights, and the liquidation preferences, and the number of shares constituting
any such series and the designation thereof, or any of them and it is the desire
of the Board of Directors of the Corporation, pursuant to its authority as
aforesaid, to fix the rights, preferences, restrictions and other matters
relating to a new class of Preferred Stock and the number of shares constituting
such series; and

         NOW THEREFORE, BE IT RESOLVED, that pursuant to the authority expressly
granted to and vested in the Board of Directors of the Corporation by the
Articles Incorporation, a series of preferred stock, without par value, of the
Corporation be, and it hereby is, created, and that the designation and amount
thereof and the powers, designations, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:

         1. DESIGNATION AND AMOUNT. There shall be created from the 10,000,000
shares of preferred stock, without par value, of the Corporation authorized to
be issued pursuant to the Articles of Incorporation, a series of preferred
stock, designated as the "___% Series B Noncumulative Convertible Preferred
Stock" (the "Series B Preferred Stock"), and the number

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of shares of such series shall be 1,500,000. Such number of shares may be
decreased by resolution of the Board of Directors; provided, however, that no
such decrease shall reduce the number of authorized shares of the Series B
Preferred Stock to a number less than the number of shares of the Series B
Preferred Stock then issued and outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants, if
any, to purchase shares of Series B Preferred Stock, or upon the conversion of
any outstanding securities issued by the Corporation that are convertible into
shares of Series B Preferred Stock.

         2. DEFINITIONS. As used herein, in addition to those terms otherwise
defined herein, the following terms shall have the following meanings:

                  a.       "Board of Directors" shall mean the Board of
Directors of the Corporation or, with respect to any action to be taken by the
Board of Directors, any committee of the Board of Directors duly authorized to
take such action.

                  b.       "Business Day" shall mean any day other than a
Saturday, Sunday or other day on which commercial banks in the cities of New
York or Los Angeles are authorized or required by law or executive order to
close.

                  c.       "Common Stock" shall mean the common stock, no par
value, of the Corporation, or any other class of stock resulting from successive
changes or reclassifications of such common stock consisting solely of changes
in par value, or from no par value to par value, or as a result of a
subdivision, combination, or merger, consolidation or similar transaction in
which the Corporation is a constituent corporation.

                  d.       "Conversion Price" shall mean, initially, $______ per
share of Common Stock, subject to adjustment from time to time as set forth in
Section 9.

                  e.       "Conversion Ratio" shall mean the number of shares of
Common Stock into which each share of the Series B Preferred Stock may be
converted at any time pursuant to and in accordance with Section 7, and shall
equal the Liquidation Preference divided by the Conversion Price applicable upon
such conversion.

                  f.       "Dividend Payment Date" shall mean the last day of
March, June, September and December of each year, commencing ___________, 2003,
or, if any such day is not a Business Day, the next succeeding Business Day.

                  g.       "Federal Reserve" shall mean the Board of Governors
of the Federal Reserve System.

                  h.       "Holder" shall mean a holder of record of an
outstanding share or shares of the Series B Preferred Stock.

                  i.       "Issue Date" shall mean the original date of issuance
of shares of the Series B Preferred Stock.

                  j.       "Junior Stock" shall mean the Common Stock and each
other class of capital stock or series of preferred stock of the Corporation
established by the Board of Directors

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after the Issue Date, the terms of which do not expressly provide that such
class or series ranks senior to or on parity with the Series B Preferred Stock
as to dividend rights or rights upon the liquidation, winding-up or dissolution
of the Corporation.

                  k.       "Liquidation Parity Stock" shall mean Parity Stock
the terms of which expressly provide that it will rank on parity with the Series
B Preferred Stock as to rights upon the liquidation, winding-up or dissolution
of the Corporation.

                  l.       "Liquidation Preference" shall mean, with respect to
each share of the Series B Preferred Stock, $25.00, subject to equitable
adjustment from time to time pursuant to Section 13(c), plus an amount equal to
all dividends declared and unpaid to the date of such liquidation, without
interest, if any.

                  m.       "Market Value" shall mean the average closing price
of a share of the Common Stock for a thirty (30) consecutive Trading Day period
on the Nasdaq National Market (or such other national securities exchange or
automated quotation system on which the Common Stock is then listed or
authorized for quotation or, if the Common Stock is not so listed or authorized
for quotation, an amount determined in good faith by the Board of Directors to
be the fair value of the Common Stock).

                  n.       "Officer" shall mean the Chief Executive Officer, the
President, any Vice President, the Treasurer, the Secretary or any Assistant
Secretary of the Corporation.

                  o.       "Officers' Certificate" shall mean a certificate
signed by two duly authorized Officers.

                  p.       "Opinion of Counsel" shall mean a written opinion
from legal counsel acceptable to the Transfer Agent. The counsel may be an
employee of or counsel to the Corporation or the Transfer Agent.

                  q.       "Parity Stock" shall mean the Series A Preferred
Stock as well as any class of capital stock or series of preferred stock
established by the Board of Directors after the Issue Date, the terms of which
expressly provide that such class or series will rank on parity with the Series
B Preferred Stock as to dividend rights or rights upon the liquidation,
winding-up or dissolution of the Corporation.

                  r.       "Person" shall mean any individual, corporation,
general partnership, limited partnership, limited liability partnership, joint
venture, association, joint-stock Corporation, trust, limited liability
Corporation, unincorporated organization or government or any agency or
political subdivision thereof.

                  s.       "Record Date" shall mean, with respect to a Dividend
Payment Date, the 15th calendar day prior thereto, or such other date designated
by the Board of Directors with respect to a Dividend Period.

                  t.       "Senior Stock" shall mean each class of capital stock
or series of preferred stock established by the Board of Directors after the
Issue Date, the terms of which expressly provide that such class or series will
rank senior to the Series B Preferred Stock as to dividend

                                      -3-

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rights or rights upon the liquidation, winding-up or dissolution of the
Corporation.

                  u.       "Series A Preferred Stock" shall mean the 50 shares
of preferred stock of the Corporation designated as the 7.0% Series A Preferred
Stock, all of which have been issued as of the date of this Certificate of
Determination.

                  v.       "Trading Day" shall mean any day on which the Common
Stock is traded for any period on the Nasdaq National Market (or such other
national securities exchange or automated quotation system on which the Common
Stock is then listed or authorized for quotation).

                  w.       "Transfer Agent" shall mean U.S. Stock Transfer
Corporation, the Corporation's duly appointed transfer agent, registrar,
redemption, conversion and dividend disbursing agent for the Series B Preferred
Stock and transfer agent and registrar for any Common Stock issued upon
conversion of the Series B Preferred Stock, or any successor duly appointed by
the Corporation.

                  x.       "Voting Stock" shall mean, with respect to any
Person, securities of any class or classes of Capital Stock of such Person
entitling the holders thereof (whether at all times or only so long as no senior
class of stock has voting power by reason of contingency) to vote in the
election of members of the Board of Directors or other governing body of such
Person. For purposes of this definition, "Capital Stock" shall mean, with
respect to any Person, any and all shares, interests, participations or other
equivalents (however designated) of corporate stock or partnership interests and
any and all warrants, options and rights with respect thereto (whether or not
currently exercisable), including each class of common stock and preferred stock
of such Person.

                  y.       "Voting Party Stock" shall mean Parity Stock the
terms of which expressly provide that it will rank on parity with the Series B
Preferred Stock as to the right to vote for the election of directors in the
event of non-payment of dividends.

         3. RANKING. The Series B Preferred Stock will, with respect to dividend
rights and rights upon the liquidation, winding-up or dissolution of the
Corporation, rank (a) senior to all Junior Stock, (b) on parity with all Parity
Stock and (c) junior to all Senior Stock.

         4. LIQUIDATION RIGHTS.

                  a.       In the event of any liquidation, winding-up or
dissolution of the Corporation, whether voluntary or involuntary, each Holder
shall, subject to the prior rights of any holders of Senior Stock, be entitled
to receive and to be paid out of the assets of the Corporation available for
distribution to its stockholders the Liquidation Preference for each outstanding
share of the Series B Preferred Stock held by such Holder plus an amount per
share equal to any dividends declared and unpaid from the last preceding
Dividend Payment Date, without interest to the date fixed for such liquidation,
dissolution or winding up, in preference to the holders of, and before any
payment or distribution is made on (or any setting apart for any payment or
distribution), any Junior Stock, including, without limitation, on any Common
Stock. After the payment to the Holders of the Liquidation Preference for each
outstanding share of the Series B Preferred Stock, the Holders shall not be
entitled to convert any share of the Series B

                                      -4-

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Preferred Stock into Common Stock and shall not be entitled to any further
participation in distributions of, and shall have no right or claim to, any of
the remaining assets of the Corporation in respect of the shares of the Series B
Preferred Stock.

                  b.       Neither the sale, conveyance, exchange or transfer
(for cash, shares of stock, other securities or other consideration) of all or
substantially all the assets or business of the Corporation (other than in
connection with the voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation) nor the merger or consolidation of the
Corporation into or with any other Person shall be deemed to be a liquidation,
winding-up or dissolution, voluntary or involuntary, for the purposes of this
Section 4; provided, however, that if, in connection with a cash merger or other
cash transaction, the cash receivable in exchange for or upon the conversion of
each share of the Series B Preferred Stock would be less than the Liquidation
Preference, then such cash merger or transaction shall be treated as a
liquidation, winding-up or dissolution of the Corporation, with the rights as
provided in Section 4(a).

                  c.       In the event the assets of the Corporation legally
available for distribution to the Holders upon any liquidation, winding-up or
dissolution of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such Holders are entitled
pursuant to Section 4(a), no such distribution shall be made on account of any
shares of Liquidation Parity Stock upon such liquidation, winding-up or
dissolution unless proportionate distributable amounts shall be paid with equal
priority on account of the Series B Preferred Stock, ratably, in proportion to
the full distributable amounts for which Holders and holders of any Liquidation
Parity Stock are entitled upon such liquidation, winding-up or dissolution.

                  d.       All distributions made with respect to the Series B
Preferred Stock in connection with any liquidation, winding-up or dissolution
shall be made pro rata to the Holders.

                  e.       In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the Corporation
shall, within ten (10) days after the date the Board of Directors approves such
action, or at least twenty (20) days prior to any shareholder's meeting called
to approve such action, if applicable, or within twenty (20) days after the
commencement of any involuntary proceeding, whichever is earlier, give each
holder of this Series B Preferred Stock initial written notice of the proposed
action. Such initial written notice shall describe the material terms and
conditions of such proposed action.

         5. VOTING; AMENDMENTS.

                  a.       The shares of the Series B Preferred Stock shall have
no voting rights except as set forth in Section 5(b) and 5(c) or as otherwise
required by California law from time to time. In exercising the voting rights
set forth in Section 5(b) and 5(c), each Holder shall be entitled to one vote
for each share of the Series B Preferred Stock held by such Holder.

                  b.       So long as any shares of the Series B Preferred Stock
remain outstanding, unless a greater percentage shall then be required by law,
the Corporation shall not, without the affirmative vote or written consent of
the Holders (voting or consenting separately as one class) of at least 66 2/3%
of the outstanding shares of the Series B Preferred Stock: (i) amend, alter or

                                      -5-

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repeal or otherwise change any provision of the Articles of Incorporation or the
Certificate of Determination authorizing and creating the Series B Preferred
Stock, if the amendment, authorization or repeal would materially and adversely
affect the rights, preferences, powers or privileges of the Series B Preferred
Stock; (ii) create, authorize, issue or increase the authorized or issued amount
of any class or series of any of the Corporation's equity securities, or any
warrants, options or other rights convertible or exchangeable into any class or
series of any of the Corporation's equity securities, which would constitute
Parity Stock or Senior Stock; or (iii) pledge, hypothecate or otherwise encumber
shares which it owns, controls or has the power to vote in a depository
institution subsidiary (as such term is construed by the Federal Reserve from
time to time) which constitutes a "significant subsidiary" under Regulation S-X
promulgated pursuant to the Securities Act of 1933, as amended, in an amount
which represents 25.00% or more of the equity in such subsidiary, unless the
purpose of the pledge, hypothecation or encumbrance is for the express purpose
of and the loan proceeds are used for the redemption of the Series B Preferred
Stock. Notwithstanding the foregoing, except as otherwise required by law, the
Corporation may, without the consent of any Holder, authorize, increase the
authorized amount of, or issue shares of Parity Stock (provided that dividend
rights are non-cumulative) and Junior Stock, and in taking such actions, the
Corporation shall not be deemed to have materially adversely affected the
existing terms of the Series B Preferred Stock. In addition, the Corporation
may, subject to Section 11(c) without the consent of any Holder, enter into a
Transaction, as described in Section 9(g), in which the outstanding shares of
the Series B Preferred Stock become convertible into securities other than the
Common Stock, cash or other property, or consolidate with or merge into any
other Person or convey, transfer or lease all or substantially all its assets to
any Person or permit any Person to consolidate with or merge into, or transfer
or lease all or substantially all its properties to, the Corporation, as
described in Section 11.

                  c.       So long as any shares of the Series B Preferred Stock
remain outstanding:

                           (i)      If, for each of four or more consecutive
Dividend Periods or any six or more Dividend Periods, the Corporation fails to
pay in cash the full amount of the stated dividend payable to the Holders with
respect to such Dividend Period pursuant to Section 6(a), then the Holders,
voting together with the holders of Voting Parity Stock as one class, will be
entitled at the next regular or special meeting of stockholders of the
Corporation to elect two additional directors of the Corporation. Effective
immediately prior to the election of such additional directors, the number of
directors that compose the Board of Directors shall be increased by two
directors.

                           (ii)     The Holders, along with the holders of
Voting Parity Stock, may exercise the voting rights set forth in Section
5(c)(i), or to remove and replace directors that have previously been appointed,
at any special meeting held for such purpose, which may be called in accordance
with the Corporation's by-laws or as hereinafter provided, or at the next annual
meeting of stockholders held for the purpose of electing directors, or by
written consent without a meeting of the holders of record of a majority of the
outstanding shares of Series B Preferred Stock and Voting Parity Stock voting
separately as one class, and thereafter, at each such annual meeting until such
time as the Corporation has paid or declared and set aside for payment full
dividends on the Series B Preferred Stock for four consecutive Dividend Periods,
or the outstanding shares of the Series B Preferred Stock have been redeemed, or
the liquidation,

                                      -6-

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winding-up or dissolution of the Corporation, whichever is earliest, at which
time such voting rights and the term of any director elected pursuant to this
Section 5(c) shall automatically terminate.

                           (iii)    Unless action has been taken by written
consents, at any time when the voting rights set forth in Section 5(c)(i) shall
have vested in the Holders, an Officer of the Corporation may call, and, upon
written request of the holders of at least ten percent (10%) of the outstanding
shares of the Series B Preferred Stock and Voting Parity Stock, voting as a
class, addressed to the Secretary of the Corporation, shall call, a special
meeting of stockholders. Such meeting shall be held at the earliest practicable
date and, in any event, within twenty (20) days of receipt of such written
request, upon the notice required by the Corporation's by-laws for the holding
of meetings of stockholders at a place designated by the Board of Directors.
Notwithstanding the provisions of this Section 5(c)(iii), no such special
meeting shall be called during a period within the 90 days immediately preceding
the date fixed for the next annual meeting of stockholders in which such case,
the election of directors pursuant to Section 5(c) shall be held at such annual
meeting of stockholders.

                           (iv)     At any meeting held for the purpose of
electing or removing and replacing directors as provided in this Section 5(c),
the presence in person or by proxy of the holders of at least one-third of the
total number of outstanding shares of the Series B Preferred Stock and any
Voting Parity Stock shall be required and shall be sufficient to constitute a
quorum. A vote by a plurality of the outstanding shares of the Series B
Preferred Stock and Voting Parity Stock shall be sufficient to elect or remove
and replace directors.

                           (v)      Any director elected pursuant to the voting
rights set forth in this Section 5(c) shall hold office until the next annual
meeting of stockholders (or his or her earlier death, resignation or removal),
unless such term has previously automatically terminated pursuant to Section
5(c)(ii)) and any vacancy in respect of any such director shall be filled only
in accordance with the procedures set forth in this Section 5(c). Any director
elected pursuant to this Section 5(c) may be removed by the Holders and the
holders of Voting Parity Stock without cause at any time and replaced by a
director as provided in this Section 5(c). Any vacancy caused by the death or
resignation of a director who shall have been elected in accordance with this
subparagraph (b) may be filled by the remaining director so elected or, if not
so filled, by a vote of holders of a plurality of the shares of the Series B
Preferred Stock and Voting Party Stock, present and voting as a class, in person
or by proxy, at a meeting called for such purpose, or by written consent without
a meeting of the holders of record of a majority of the outstanding shares of
Series B Preferred Stock and Voting Party Stock, voting as a class. Unless such
vacancy shall have been filled by the remaining director or by written consent
as aforesaid, such meeting shall be called by the Secretary of the Corporation
at the earliest practicable date after such death or resignation, and in any
event within twenty (20) days after receipt of a written request signed by the
holders of record of at least ten percent (10%) of the outstanding shares of the
Series B Preferred Stock and Voting Party Stock, voting as a class.
Notwithstanding the provisions of this paragraph, no such special meeting shall
be held during the 90-day period preceding the date fixed for the annual meeting
of stockholders.

                           (vi)     If any meeting of the Holders and the
holders of Voting Parity Stock required by Section 5(c)(ii) to be called has not
been called within twenty (20) days after

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personal service of a written request by the holders of at least ten percent
(10%) of the outstanding shares of Series B Preferred Stock and Voting Parity
Stock, voting as a class, subject to any applicable notice requirements imposed
by the Corporation's by-laws, the holders of record of at least ten percent
(10%) of the outstanding shares of the Series B Preferred Stock and Voting
Parity Stock voting as a class may designate in writing one of their number to
call the special meeting at the Corporation's expense, and the special meeting
may be called by such designated holder upon the notice required for annual
meetings of stockholders or shorter notice, but in no event shorter than
permitted by the Corporation's by-laws, as may be acceptable to the holders of a
majority of the total number of shares of Series B Preferred Stock and Voting
Parity Stock. The Corporation shall provide the designated holder of Series B
Preferred Stock and Voting Parity Stock with access to the Series B Preferred
Stock and Voting Parity Stock stock record books for the purpose of calling the
special meeting.

         6. DIVIDENDS.

                  a.       Subject to the rights of any holders of Senior Stock,
each Holder will be entitled to receive, when, as and if declared by the Board
of Directors, out of assets of the Corporation legally available therefor,
noncumulative dividends on each share of the Series B Preferred Stock at a rate
per annum equal to ____% of the Liquidation Preference, or $____ per share
annually (or $_______ per share in a full quarterly dividend period), payable
quarterly in arrears on each Dividend Payment Date, to the Holders at the close
of business on the Record Date immediately preceding the relevant Dividend
Payment Date.

                  b.       Dividends on the outstanding shares of the Series B
Preferred Stock will be payable from the most recent Dividend Payment Date or,
in the case of the dividend payable on _____ __, 2003, from the Issue Date (each
such period, a "Dividend Period"). Dividends payable on the Series B Preferred
Stock with respect to any period other than a full Dividend Period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. If a
Dividend Payment Date is not a Business Day, payment of dividends shall be made
on the next succeeding Business Day.

                  c.       In the event that the Board of Directors declares a
dividend with respect to a Dividend Period in an amount less than the full
amount payable to the Holders with respect to such Dividend Period pursuant to
Sections 6(a) and 6(b) (such lesser amount, a "Partial Dividend"), such Partial
Dividend shall be distributed to the Holders on a pro rata basis with respect to
the outstanding shares of the Series B Preferred Stock.

                  d.       The Corporation will not declare, pay or set apart
any sum for the payment of any dividend or other distribution in respect of any
Parity Stock or Junior Stock, unless the Board of Directors has declared, and
the Corporation has not failed to pay, a dividend in the full amount payable to
the Holders pursuant to Sections 6(a) and 6(b) with respect to the Dividend
Period in which such payment of a dividend or other distribution in respect of
any Parity Stock or Junior Stock would occur. When dividends are not so paid in
full (or a sum sufficient for such full payment is not so set apart) upon the
Series B Preferred Stock and any other Parity Stock, dividends upon shares of
Series B Preferred Stock and dividends on such other Parity Stock payable during
such calendar quarter shall be declared and set apart pro rata so that the
amount of such dividends so payable per share on the Series B Preferred Stock
and such other

                                      -8-

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Parity Stock shall in all cases bear to each other the same ratio that full
dividends for the then-current calendar quarter on the shares of Series B
Preferred Stock (which shall include any accumulation in respect of unpaid
dividends for prior Dividend Periods) and full dividends, including required or
permitted accumulations, if any, on shares of such other Parity Stock, bear to
each other.

                  e.       If full dividends on the Series B Preferred Stock
have not been declared and paid or set apart for payment for all prior Dividend
Periods and for the Dividend Payment Date falling in the then-current Dividend
Period, the following restrictions shall be applicable:

                           (i)      no dividend or distribution may be declared,
set aside or paid on any Junior Stock other than in shares of Junior Stock;

                           (ii)     the Corporation may not repurchase, redeem
or otherwise acquire (including by payment to or made available for a sinking
fund for the redemption of) any shares of its Junior Stock (except by conversion
into or exchange for Junior Stock or by the tendering or exchange of Junior
Stock in payment for the exercise of options under the Corporation's stock
option plans then in effect); and

                           (iii)    except by conversion into or exchange for
Junior Stock, the Corporation may not, directly or indirectly, repurchase redeem
or otherwise acquire and no monies may be paid to or made for a sinking fund for
the redemption of any shares of Junior Stock or Parity Stock otherwise than
pursuant to pro rata offers to purchase or a concurrent redemption of all, or a
pro rata portion, of the outstanding shares of Series B Preferred Stock and such
other Parity Stock.

                  f.       If the Board of Directors declares a dividend with
respect to a Dividend Period, the Holders at the close of business on the
applicable Record Date will be entitled to receive the dividend payment on
shares of the Series B Preferred Stock on the corresponding Dividend Payment
Date notwithstanding the conversion thereof subsequent to such Record Date.

         7. CONVERSION.

                  a.       Each Holder shall have the right, at its option,
exercisable at any time and from time to time from the Issue Date, to convert,
subject to the terms and provisions of this Section 7 and Section 10, any or all
of such Holder's shares of the Series B Preferred Stock into such whole number
of shares of Common Stock per share of the Series B Preferred Stock as is equal
to the Conversion Ratio in effect on the date of conversion, plus cash in lieu
of any fractional share of Common Stock as provided in Section 8.

                  b.       The conversion right of a Holder shall be exercised
by the Holder by the delivery to the Corporation at any time during usual
business hours at the Corporation's principal place of business or the offices
of the Transfer Agent of a written notice to the Corporation in the form of
Exhibit B that the Holder elects to convert the number of its shares of the
Series B Preferred Stock specified in such notice. The conversion of shares of
the Series B Preferred Stock not represented by physical certificates will be
effected through the facilities of the Depositary as described in Section 12. If
the shares of the Series B Preferred Stock that the Holder wishes to convert are
represented by one or more physical certificates, the Holder shall be

                                      -9-

<PAGE>

required to surrender such physical certificate or certificates to the
Corporation or the Transfer Agent (properly endorsed or assigned for transfer,
if the Corporation shall so require). The shares of Common Stock and cash in
lieu of any fractional share due to such Holder surrendering physical
certificates shall be delivered to the Holder and each surrendered physical
certificate shall be canceled and retired. Immediately prior to the close of
business on the date of receipt by the Corporation or its duly appointed
Transfer Agent of notice of conversion of shares of the Series B Preferred
Stock, each converting Holder shall be deemed to be the holder of record of
Common Stock issuable upon conversion of such Holder's shares of the Series B
Preferred Stock notwithstanding that the share register of the Corporation shall
then be closed or that, if applicable, physical certificates representing such
Common Stock shall not then be actually delivered to such Holder. On the date of
any conversion, all rights of any Holder with respect to the shares of the
Series B Preferred Stock so converted, including the rights, if any, to receive
distributions of the Corporation's assets (including, but not limited to, the
Liquidation Preference) or notices from the Corporation, will terminate, except
only for the rights of any such Holder to (i) receive physical certificates (if
applicable) for the number of whole shares of Common Stock into which such
shares of the Series B Preferred Stock have been converted and cash in lieu of
any fractional share as provided in Section 8, and (ii) exercise the rights to
which he, she or it is entitled as a holder of Common Stock into which such
shares of the Series B Preferred Stock have been converted.

                  c.       The Corporation shall reserve out of the authorized
but unissued shares of its Common Stock, sufficient shares of such Common Stock
to provide for the conversion of shares of Series B Preferred Stock from time to
time as such shares of Series B Preferred Stock are presented for conversion.
The Corporation shall take all action necessary so that all shares of Common
Stock that may be issued upon conversion of shares of Series B Preferred Stock
will upon issue be validly issued, fully paid and nonassessable, and free from
all liens and charges in respect of the issuance or delivery thereof.

         8. NO FRACTIONAL SHARES UPON CONVERSION. No fractional shares or
securities representing fractional shares of Common Stock shall be issued upon
any conversion of any shares of the Series B Preferred Stock. If more than one
share of the Series B Preferred Stock held by the same Holder shall be subject
to conversion at one time, the number of full shares of Common Stock issuable
upon conversion thereof shall be computed on the basis of the aggregate
Liquidation Preference of, all of such shares of the Series B Preferred Stock as
of the conversion date. If the conversion of any share or shares of the Series B
Preferred Stock results in a fraction, an amount equal to such fraction
multiplied by the last reported sale price of the Common Stock on such national
securities exchange or automated quotation system on which the Common Stock is
then listed or authorized for quotation or, if the Common Stock is not so listed
or authorized for quotation, an amount determined in good faith by the Board of
Directors to be the fair value of the Common Stock at the close of business on
the Trading Day next preceding the conversion date, shall be paid to such Holder
in cash by the Corporation.

         9. ADJUSTMENTS TO CONVERSION PRICE. Any adjustment to the Conversion
Price shall result in a change in the Conversion Ratio. The Conversion Price
shall be subject to adjustment as follows:

                  a.       In case the Corporation shall at any time or from
time to time:

                                      -10-

<PAGE>

                           (i)      pay a dividend (or other distribution)
payable in shares of Common Stock on any class of capital stock (which, for
purposes of this Section 9 shall include, without limitation, any dividends or
distributions in the form of options, warrants or other rights to acquire
capital stock) of the Corporation (other than the issuance of shares of Common
Stock in connection with the conversion of the Series B Preferred Stock or as
dividends in respect of the Series B Preferred Stock and other than pursuant to
any dividend reinvestment plan or employee or director incentive or benefit plan
or arrangement of the Corporation, including any employment, severance or
consulting agreement, provided that the consideration has a Market Value that is
not less than the Conversion Price);

                           (ii)     subdivide the outstanding shares of Common
Stock into a larger number of shares;

                           (iii)    combine the outstanding shares of Common
Stock into a smaller number of shares; or

                           (iv)     issue any shares of its capital stock in a
reclassification of the Common Stock;

then, and in each such case, the Conversion Price in effect immediately prior to
such event shall be adjusted (and any other appropriate actions shall be taken
by the Corporation) so that the Holder of shares of the Series B Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Common Stock that such Holder would have owned or would have been
entitled to receive upon or by reason of any of the events described above, had
such share of the Series B Preferred Stock been converted into shares of Common
Stock immediately prior to the occurrence of such event. An adjustment made
pursuant to this Section 9(a) shall become effective retroactively (x) in the
case of any such dividend or distribution, to the day immediately following the
close of business on the record date for the determination of holders of Common
Stock entitled to receive such dividend or distribution or (y) in the case of
any such subdivision, combination or reclassification, to the close of business
on the day upon which such corporate action becomes effective.

                  b.       In case the Corporation shall at any time or from
time to time issue to all holders of its Common Stock rights, options or
warrants entitling the holders thereof to subscribe for or purchase shares of
Common Stock (or securities convertible into or exchangeable for shares of
Common Stock) at a price per share less than the Conversion Price, other than
(A) issuances of such rights, options or warrants if the Holder would be
entitled to receive such rights, options or warrants upon conversion at any time
of shares of the Series B Preferred Stock into Common Stock and (B) issuances
that are subject to certain triggering events (until such time as such
triggering events occur), then, and in each such case, the Conversion Price then
in effect shall be adjusted by dividing the Conversion Price in effect on the
day immediately prior to the record date of such issuance by a fraction (x) the
numerator of which shall be the sum of the number of shares of Common Stock
outstanding on such record date plus the number of additional shares of Common
Stock issued or to be issued upon or as a result of the issuance of such rights,
options or warrants (or the maximum number into or for which such convertible or
exchangeable securities initially may convert or exchange or for which such
options, warrants or other rights initially may be exercised) would purchase at
the Market Value for the period ending

                                      -11-

<PAGE>

on the date of conversion and (y) the denominator of which shall be the sum of
the number of shares of Common Stock outstanding on such record date plus the
number of shares of Common Stock which the aggregate consideration for the total
number of such additional shares of Common Stock so issued (or into or for which
such convertible or exchangeable securities may convert or exchange or for which
such options, warrants or other rights may be exercised plus the aggregate
amount of any additional consideration initially payable upon the conversion,
exchange or exercise of such security); provided, however, that if the
Corporation distributes rights or warrants (other than those referred to above
in this Section 9(b)) pro rata to the holders of Common Stock, the Conversion
Price shall not be subject to adjustment on account of any declaration,
distribution or exercise of such rights or warrants so long as (x) such rights
or warrants have not expired or been redeemed by the Corporation, and (y) the
Holder of any shares of the Series B Preferred Stock surrendered for conversion
shall be entitled to receive upon such conversion, in addition to the shares of
Common Stock then issuable upon such conversion (the "Conversion Shares"), a
number of rights or warrants to be determined as follows: (i) if such conversion
occurs on or prior to the date for the distribution to the holders of rights or
warrants of separate certificates evidencing such rights or warrants (the
"Distribution Date"), the same number of rights or warrants to which a holder of
a number of shares of Common Stock equal to the number of Conversion Shares is
entitled at the time of such conversion in accordance with the terms and
provisions applicable to the rights or warrants and (ii) if such conversion
occurs after the Distribution Date, the same number of rights or warrants to
which a holder of the number of shares of Common Stock into which such shares of
the Series B Preferred Stock was convertible immediately prior to such
Distribution Date would have been entitled on such Distribution Date had such
shares of the Series B Preferred Stock been converted immediately prior to such
Distribution Date in accordance with the terms and provisions applicable to the
rights and warrants.

                  c.       In case the Corporation shall at any time or from
time to time:

                           (i)      makes a pro rata distribution to all holders
of shares of its Common Stock consisting exclusively of cash (excluding any cash
distributed upon a merger or consolidation to which Section 9(g) below applies),
that, when combined together with (x) all other such all-cash distributions made
within the then-preceding 12 months in respect of which no adjustment has been
made and (y) any cash and the fair market value of other consideration paid or
payable in respect of any tender offer or stock repurchase by the Corporation or
any of its subsidiaries for shares of Common Stock concluded within the
then-preceding 12 months in respect of which no adjustment pursuant to this
Section 9 has been made, in the aggregate exceeds 10% of the Corporation's
market capitalization (defined as the product of the Market Value for the period
ending on the record date of such distribution times the number of shares of
Common Stock outstanding on such record date) on the record date of such
distribution;

                           (ii)     completes a tender or exchange offer or
stock repurchase by the Corporation or any of its subsidiaries for shares of
Common Stock that involves an aggregate consideration that, together with (A)
any cash and other consideration payable in a tender or exchange offer by the
Corporation or any of its subsidiaries for shares of Common Stock expiring
within the then-preceding 12 months in respect of which no adjustment pursuant
to this Section 9 has been made and (B) the aggregate amount of any such
all-cash distributions referred to in Section 9(c)(i) to all holders of shares
of Common Stock within the then-preceding 12

                                      -12-

<PAGE>

months in respect of which no adjustments have been made, exceeds 10% of the
Corporation's market capitalization (as defined in Section 9(c)(i)) on the
expiration of such tender offer; or

                           (iii)    makes a distribution to all holders of its
Common Stock consisting of evidences of indebtedness, shares of its capital
stock other than Common Stock or assets (including securities, but excluding
those dividends, rights, options, warrants and distributions referred to in
Sections 9(a) or 9(b) above or this Section 9(c)),

then, and in each such case, the Conversion Price then in effect shall be
adjusted by dividing the Conversion Price in effect immediately prior to the
date of such distribution or completion of such tender or exchange offer or
stock repurchase, as the case may be, by a fraction (x) the numerator of which
shall be the Market Value for the period ending on the record date for the
determination of stockholders entitled to receive such distribution, or, if such
adjustment is made upon the completion of a tender or exchange offer or stock
repurchase, on the payment date for such offer, and (y) the denominator of which
shall be such Market Value less the then fair market value (as determined by the
Board of Directors of the Corporation) of the portion of the cash, evidences of
indebtedness, securities or other assets so distributed or paid in such tender
or exchange offer or stock repurchase, applicable to one share of Common Stock
(but such denominator shall not be less than one); provided, however, that no
adjustment shall be made with respect to any distribution of rights to purchase
securities of the Corporation if the Holder would otherwise be entitled to
receive such rights upon conversion at any time of shares of the Series B
Preferred Stock into shares of Common Stock unless such rights are subsequently
redeemed by the Corporation, in which case such redemption shall be treated for
purposes of this Section 9(c) as a dividend on the Common Stock. Such adjustment
shall be made whenever any such distribution is made or tender or exchange offer
is completed, as the case may be, and shall become effective retroactively to a
date immediately following the close of business on the record date for the
determination of stockholders entitled to receive such distribution.

                  d.       In the case the Corporation at any time or from time
to time shall take any action affecting its Common Stock at a price per share
less than the Conversion Price, other than an action described in any of
Sections 9(a), 9(b), 9(c) or 9(g), then the Conversion Price shall be adjusted
in such manner and at such time as the Board of Directors of the Corporation in
good faith determines to be equitable in the circumstances (such determination
to be evidenced in a resolution, a certified copy of which shall be mailed to
the Transfer Agent and the Holders along with the Officers' Certificate
described in Section 9(f)).

                  e.       Notwithstanding anything herein to the contrary, no
adjustment under this Section 9 need be made to the Conversion Price unless such
adjustment would require an increase or decrease of at least 1% of the
Conversion Price then in effect. Any lesser adjustment shall be carried forward
and shall be made at the time of and together with the next subsequent
adjustment, if any, which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% of such
Conversion Price.

                  f.       Upon any increase or decrease in the Conversion Price
pursuant to this Section 9, the Corporation promptly shall deliver to the
Transfer Agent and each Holder an Officers' Certificate describing in reasonable
detail the event requiring the increase or decrease in the Conversion Price and
the method of calculation thereof and specifying the increased or

                                      -13-

<PAGE>

decreased Conversion Price in effect following such adjustment, and attaching
and certifying the resolution of the Board of Directors pursuant to Section 9(d)
(if applicable).

                  g.       In the event of any reclassification of outstanding
shares of Common Stock (other than a change in par value, or from no par value
to par value, or from par value to no par value), or in the event of any
consolidation or merger of the Corporation with or into another Person or any
merger of another Person with or into the Corporation (other than a
consolidation or merger in which the Corporation is the resulting or surviving
Person and which does not result in any reclassification or change of
outstanding Common Stock), or in the event of any sale or other disposition to
another Person of all or substantially all of the assets of the Corporation
(computed on a consolidated basis) (any of the foregoing, a "Transaction"), each
share of the Series B Preferred Stock then outstanding shall, without the
consent of any Holder, become convertible at any time, at the option of the
Holder thereof, only into the kind and amount of securities (of the Corporation
or another issuer), cash and other property receivable upon such Transaction by
a holder of the number of shares of Common Stock into which such share of the
Series B Preferred Stock could have been converted immediately prior to such
Transaction, after giving effect to any adjustment event. The provisions of this
Section 9(g) and any equivalent thereof in any such securities similarly shall
apply to successive Transactions. Except as provided in Section 11(c), the
provisions of this Section 9(g) shall be the sole right of the Holders in
connection with any Transaction and such Holders shall have no separate vote
thereon.

                  h.       For purposes of this Section 9, the number of shares
of Common Stock at any time outstanding shall not include shares held in
treasury of the Corporation. The Corporation shall not pay any dividend or make
any distribution on Common Stock held in treasury of the Corporation.

         10. REDEMPTION.

                  a.       At any time on or after _____ __, 2005 (the
"Redemption Date"), the Corporation shall have the right, at its option, but
subject to any applicable approvals of the Board of Governors of the Federal
Reserve System, to cause all or a portion of the outstanding shares of the
Series B Preferred Stock to be redeemed, subject to the legal availability of
funds therefore, at a price in cash equal to the Liquidation Preference thereof
plus an amount in cash equal to any dividends declared and unpaid from the last
preceding Dividend Payment Date, without interest (the "Redemption Price").

                  b.       Unless the Corporation defaults in the payment of the
Redemption Price, the right of the Holders pursuant to Section 7 to convert
shares of the Series B Preferred Stock into Common Stock shall terminate at the
close of business on the Business Day preceding the Redemption Date, dividends
on the Series B Preferred Stock will cease to be payable on and after the
Redemption Date and all other rights of the Holders will terminate on the
Redemption Date except for the right to receive the Redemption Price, without
interest.

                  c.       The Company will furnish written notice of the
redemption by issuing a press release for publication on a newswire service, if
required by and in accordance with the federal securities laws or the rules of
any stock exchange on which the Series B Preferred Stock

                                      -14-

<PAGE>

or the Common Stock is then listed or traded, and in any case by first class
mail to each Holder not less than 30 nor more than 60 days in advance of the
Redemption Date (the "Redemption Notice"). In addition to any information
required by applicable law or regulation, the press release, if any, and
Redemption Notice shall state, as appropriate:

                           (i)      the Redemption Date;

                           (ii)     the total number of shares of the Series B
Preferred Stock to be redeemed;

                           (iii)    that each outstanding share of the Series B
Preferred Stock will be redeemed for cash in an amount equal to the Redemption
Price;

                           (iv)     that dividends on the Series B Preferred
Stock to be mandatorily redeemed will cease to be payable on the Redemption
Date, unless the Corporation defaults in the payment of the Redemption Price;

                           (v)      that the right of the Holders to voluntarily
convert shares of the Series B Preferred Stock into Common Stock will terminate
at the close of business on the Business Day preceding the Redemption Date,
unless the Corporation defaults in the payment of the Redemption Price; and

                           (vi)     that if any shares of the Series B Preferred
Stock held by any Holder are represented by one or more physical certificates,
such Holder must surrender to the Company or the Transfer Agent, in the manner
and at the place or places designated, such physical certificate or certificates
representing the shares of the Series B Preferred Stock to be redeemed.

                  d.       The redemption of shares of the Series B Preferred
Stock not represented by physical certificates will be effected through the
facilities of the Depositary as described in Section B. Each Holder of one or
more physical certificates representing shares of the Series B Preferred Stock
shall surrender such physical certificate or certificates to the Corporation or
the Transfer Agent (properly endorsed or assigned for transfer, if the
Corporation shall so require and the Redemption Notice shall so state), in the
manner and at the place or places designated in the Redemption Notice, and the
full Redemption Price for such shares shall be payable in cash on the Redemption
Date to the Holder, and each surrender physical certificate shall be canceled
and retired.

                  e.       Notwithstanding anything to the contrary in Section
10(a), the Corporation may redeem the Series B Preferred Stock at any time
provided that the closing price of a share of the Common Stock as reported on
the Nasdaq National Market (or such other national securities exchange or
automated quotation system on which the Common Stock is then listed or
authorized for quotation or, if the Common Stock is not so listed or authorized
for quotation, an amount determined in good faith by the Board of Directors to
be the fair value of the Common Stock) equals or exceeds 125% of the Conversion
Price then in effect for at least 30 consecutive Trading Days ending on the
fifth Trading Day prior to the Corporation's issuance of a press release, or, if
no press release is issued, the mailing of the Redemption Notice announcing the
redemption with the information required by Section 10(c).

                                      -15-

<PAGE>

         11. CONSOLIDATION, MERGER AND SALE OF ASSETS.

                  a.       Subject to Section 11(c), the Corporation, may
consolidate with or merge into any other Person or convey, transfer or lease all
or substantially all its assets to any Person or may permit any Person to
consolidate with or merge into, or transfer or lease all or substantially all
its properties to, the Corporation; provided, however, that:

                           (i)      the shares of the Series B Preferred Stock
will become shares of such successor, transferee or lessee, having in respect of
such successor, transferee or lessee the same powers, preferences and relative
participating, optional or other special rights and the qualification,
limitations or restrictions thereon, that the shares of the Series B Preferred
Stock had immediately prior to such transaction; and

                           (ii)     the Corporation delivers to the Transfer
Agent an Officers' Certificate and an Opinion of Counsel stating that such
transaction complies with this Certificate of Determination.

                  b.       Upon any consolidation by the Corporation with, or
merger by the Corporation into, any other person or any conveyance, transfer or
lease of all or substantially all the assets of the Corporation as described in
Section 13(a), the successor resulting from such consolidation or into which the
Corporation is merged or the transferee or lessee to which such conveyance,
transfer or lease is made, will succeed to, and be substituted for, and may
exercise every right and power of, the Corporation under the shares of the
Series B Preferred Stock, and thereafter, except in the case of a lease, the
predecessor (if still in existence) will be released from its obligations and
covenants with respect to the shares of the Series B Preferred Stock.

                  c.       So long as any shares of the Series B Preferred Stock
are outstanding, in the event of any consolidation, merger (other than a merger
for the primary purpose of effecting a change in the Corporation's state of
incorporation that does not result in any amendment, alteration, repeal or other
material and adverse change in the rights, preferences, privileges or
restrictions of the Series B Preferred Stock), sale or lease of all or
substantially all of the assets of the Corporation, reclassification,
reorganization (other than any reorganization in which the Corporation shall be
the surviving or acquiring Corporation if the rights, preferences, privileges
and restrictions granted to or imposed upon the Series B Preferred Stock remain
unchanged unless any amendment is made to the Corporation's Articles of
Incorporation which would otherwise require such approval), exchange or
liquidation, the holders of Series B Preferred Stock, shall be entitled to vote
separately as a class with all other preferred stock of the Corporation entitled
to vote thereon with the shares of Series B Preferred Stock on the subject
matter to be approved under this section, provided however, that no vote or
approval of the Series B Preferred Stock shall be required in connection with a
consolidation, merger, sale or lease of all or substantially all of the
Corporation's assets or similar transaction to the extent the shares of Common
Stock are by operation of law exchanged for, or changed, reclassified or
converted into other stock or securities, or cash or other property, or any
combination thereof having an aggregate fair market value (determined as of the
date of the execution of the definitive agreement on the subject matter hereof
in the sole discretion of the Board of Directors) of at least 125% of the
Conversion Price. Such approval shall be deemed to have been obtained upon
receiving the affirmative vote of a majority of the outstanding shares entitled
to vote

                                      -16-

<PAGE>

thereon as a class.

                  d.       At any meeting of the holders of the Series B
Preferred Stock, the presence in person or by proxy of the holders of one-third
of the total number of shares of the Series B Preferred Stock and any Parity
Stock entitled to vote thereat shall be required to constitute a quorum; in the
absence of a quorum, a majority of the holders present in person or by proxy
shall have power to adjourn the meeting from time to time without notice other
than an announcement at the meeting, until a quorum shall be present.

         12. CERTIFICATES

                  a.       The Series B Preferred Stock certificate shall be
substantially in the form of Exhibit A, which is hereby incorporated in, and the
form and terms thereof expressly made a part of, this Certificate of
Determination. The Series B Preferred Stock certificate may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Corporation is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Corporation).

                  b.       The Series B Preferred Stock shall initially be
issued only in the form of one or more fully registered global security
certificates ("Global Security Certificates") with the global securities legend
set forth in Exhibit A hereto, registered in the name of Cede & Co., the nominee
of The Depository Trust Corporation, which will act as securities depositary
(the "Depositary") for the Series B Preferred Stock. The Global Security
Certificates will be deposited with the Depositary or its custodian. As long as
the Depositary or its nominee is the registered owner of the Global Security
Certificates, the Depositary or that nominee will be considered the sole owner
and holder of the Global Security Certificates and all of the shares of the
Series B Preferred Stock represented by those Global Security Certificates for
all purposes under the Series B Preferred Stock. Except if the Depositary has
notified the Corporation that it is unwilling or unable to continue as
Depositary for the Global Security Certificates, has ceased to be qualified to
act or there is a continuing default by the Corporation in respect of its
obligations under the Series B Preferred Stock, this Certificate of
Determination or any other principal agreement or instrument executed in
connection with the offering of the Series B Preferred Stock, owners of
beneficial interests in Global Security Certificates will not be entitled to
have the Global Security Certificates or shares of the Series B Preferred Stock
represented by those certificates registered in their names, will not receive or
be entitled to receive physical certificates representing shares of the Series B
Preferred Stock in exchange and will not be considered to be owners or holders
of the Global Security Certificates or any of the shares of the Series B
Preferred Stock represented by the Global Security Certificates for any purpose
under the Series B Preferred Stock. All payments on shares of the Series B
Preferred Stock represented by the Global Security Certificates and all related
transfers and deliveries of Common Stock will be made to the Depositary or its
nominee as their holder.

                  c.       Except with respect to shares of Series B Preferred
Stock that may be represented by physical certificates issued by the Corporation
from time to time, procedures for conversion or redemption of the shares of
Series B Preferred Stock in accordance with the applicable provisions of this
Certificate of Determination will be governed by arrangements among the
Depositary, its participants and Persons that may hold beneficial interests
through its

                                      -17-

<PAGE>

participants designed to permit the settlement without the physical movement of
certificates. Payments, transfers, deliveries, exchanges and other matters
relating to beneficial interests in Global Security Certificates may be subject
to various policies and procedures adopted by the Depositary from time to time.

                  d.       If the Corporation issues any physical certificate
representing shares of the Series B Preferred Stock from time to time and any
such Series B Preferred Stock certificate shall be mutilated, lost, stolen or
destroyed, the Corporation shall, at the expense of the Holder, issue, in
exchange and in substitution for and upon cancellation of the mutilated Series B
Preferred Stock certificate, or in lieu of and substitution for the Series B
Preferred Stock certificate lost, stolen or destroyed, a new Series B Preferred
Stock certificate of like tenor and representing an equivalent amount of shares
of the Series B Preferred Stock, but only upon receipt of evidence of such loss,
theft or destruction of such Series B Preferred Stock certificate and indemnity,
if requested, satisfactory to the Corporation and the Transfer Agent. The
Corporation shall not be required to issue any physical certificates
representing shares of the Series B Preferred Stock on or after any conversion
date with respect to such shares of the Series B Preferred Stock. In place of
the delivery of a replacement certificate following any such conversion date,
the Transfer Agent, upon delivery of the evidence and indemnity described above,
will deliver the shares of Common Stock.

         13. OTHER PROVISIONS.

                  a.       With respect to any notice to a Holder required to be
provided hereunder, such notice shall be mailed to the registered address of
such Holder, and neither failure to mail such notice, nor any defect therein or
in the mailing thereof, to any particular Holder shall affect the sufficiency of
the notice or the validity of the proceedings referred to in such notice with
respect to the other Holders or affect the legality or validity of any
redemption, conversion, distribution, rights, warrant, reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation,
winding-up or other action, or the vote upon any action with respect to which
the Holders are entitled to vote. All notice periods referred to herein shall
commence on the date of the mailing of the applicable notice. Any notice which
was mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Holder receives the notice.

                  b.       The shares of the Series B Preferred Stock shall be
issuable, convertible and redeemable only in whole shares.

                  c.       The Liquidation Preference and the annual dividend
rate set forth in Section 6(a) shall be subject to adjustment whenever there
shall occur a stock split, combination, reclassification or other similar event
involving shares of the Series B Preferred Stock. Such adjustments shall be made
in such manner and at such time as the Board of Directors of the Corporation in
good faith determines to be equitable in the circumstances, any such
determination to be evidenced in a resolution. Upon any such equitable
adjustment, the Corporation shall promptly deliver to the Transfer Agent and
each Holder an Officers' Certificate attaching and certifying the resolution of
the Board of Directors, describing in reasonable detail the event requiring the
adjustment and the method of calculation thereof and

                                      -18-

<PAGE>

specifying the increased or decreased Liquidation Preference or annual dividend
rate, in effect following such adjustment.

                  d.       Shares of the Series B Preferred Stock issued and
reacquired shall be retired and canceled promptly after reacquisition thereof
and, upon compliance with the applicable requirements of California law, have
the status of authorized but unissued shares of preferred stock of the
Corporation undesignated as to series and may with any and all other authorized
but unissued shares of preferred stock of the Corporation be designated or
redesignated and issued or reissued, as the case may be, as part of any series
of preferred stock of the Corporation.

                  e.       All issued shares of Series B Preferred Stock shall
be deemed outstanding except (i) from any redemption date as set forth in the
Notice of Redemption, all shares of Series B Preferred Stock that have been
called for redemption on that redemption date; (ii) from the date of surrender
of certificates representing shares of Series B Preferred Stock, all shares of
Series B Preferred Stock voluntarily converted into Common Stock; and (iii) from
the date of registration of transfer, all shares of Series B Preferred Stock
held of record by the Corporation or any subsidiary of the Corporation.

                  f.       In case, at any time while any of the shares of the
Series B Preferred Stock are outstanding:

                           (i)      The Corporation shall declare a dividend (or
any other distribution) on its Common Stock or any Junior Stock; or

                           (ii)     The Corporation shall authorize the issuance
to all holders of its shares of Common Stock or any Junior Stock of rights or
warrants to subscribe for or purchase shares of Common Stock or of any other
subscription rights or warrants; or

                           (iii)    There is any reclassification of the Common
Stock of the Corporation, any consolidation or merger to which the Corporation
is a party or the sale or transfer of all or substantially all of the assets of
the Corporation; or

                           (iv)     There is the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation:

then the Corporation shall cause to be mailed to the transfer agent, if any, for
shares of the Series B Preferred Stock and the transfer agent shall cause to be
mailed to the holders of record of the outstanding shares of the Series B
Preferred Stock at their respective addresses as they appear on the books of the
Corporation, at least ten (10) days before the date hereinafter specified (or
the earlier of the dates herein specified, in the event that more than one date
is specified), a notice stating (i) the date on which a record is to be taken
for the purpose of such dividend, distribution, rights or warrants, or, if a
record is not to be taken, the date as of which the holders of shares of Common
Stock of record to be entitled to such dividend, distribution, rights or
warrants are to be determined, (ii) the date on which any such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of shares of Common Stock of record shall be entitled to exchange their
shares for the applicable consideration, deliverable upon such reclassification,
consolidation,

                                      -19-

<PAGE>

merger, sale, transfer, dissolution, liquidation or winding up or (iii) the date
after which the Series B Preferred Stock may be converted into Common Stock at
the option of the holder pursuant to Section 7(a) hereof.

                  g.       The headings of the various sections and subsections
of this Certificate of Determination are for convenience of reference only and
shall not affect the interpretation of any of the provisions of this Certificate
of Determination.

                  h.       Whenever possible, each provision of this Certificate
of Determination shall be interpreted in a manner as to be effective and valid
under applicable law and public policy. If any provision set forth herein is
held to be invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions of this Certificate of
Determination. No provision herein set forth shall be deemed dependent upon any
other provision unless so expressed herein. If a court of competent jurisdiction
should determine that a provision of this Certificate of Determination would be
valid or enforceable if a period of time were extended or shortened, then such
court may make such change as shall be necessary to render the provision in
question effective and valid under applicable law.

                  i.       The Holders as such are not entitled to any
preemptive or preferential right to purchase or subscribe to any capital stock,
obligations, warrants or other securities of the Corporation.

                  j.       Except as may otherwise be required by law, the
shares of the Series B Preferred Stock shall not have any powers, designations,
preferences and relative, participating, optional or other special rights, other
than those specifically set forth in this Certificate of Determination or the
Articles of Incorporation.

                            (Signature page follows)

                                      -20-

<PAGE>

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate of Determination
are true and correct of our own knowledge.

Dated:  July __, 2003

                                            By:
                                                ________________________________
                                                Norman A. Morales, President and
                                                Chief Executive Officer

                                                ________________________________
                                                Richard S. Hagan, Secretary

                                      -21-

<PAGE>

                                                                       EXHIBIT A

                        FORM OF SERIES B PREFERRED STOCK

                                FACE OF SECURITY

         [Unless this certificate is presented by an authorized representative
of The Depository Trust Corporation, a New York corporation ("DTC"), to the
Corporation or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.](1)

Certificate Number: [ ]

Number of Shares of Series B Preferred Stock: [ ]

CUSIP No.: _______________

            ____% Series B Noncumulative Convertible Preferred Stock
                                       of
                            Vineyard National Bancorp

         Vineyard National Bancorp, a California corporation (the
"Corporation"), hereby certifies that [________] (the "Holder") is the
registered owner of [______] fully paid and non-assessable shares of preferred
stock of the Corporation designated as the ____% Series B Noncumulative
Convertible Preferred Stock, without par value, liquidation preference $25.00
per share (the "Series B Preferred Stock"). The shares of the Series B Preferred
Stock are transferable on the books and records of the Transfer Agent, in person
or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The powers, designations, preferences
and relative, participating, optional and other special rights of the shares of
the Series B Preferred Stock represented hereby are issued and shall in all
respects be subject to the provisions of the Certificate of Determination of
____% Series B Noncumulative Convertible Preferred Stock of the Corporation
dated _____ __, 2003, as the same may be amended from time to time in accordance
with its terms (the "Certificate of Determination"). Capitalized terms used
herein but not defined shall have the respective meanings given them in the
Certificate of Determination. The Corporation will provide a copy of the
Certificate of Determination to a Holder without charge upon written request to
the Corporation at its principal place of business.

         Reference is hereby made to select provisions of the Series B Preferred
Stock set forth on the reverse hereof, and to the Certificate of Determination,
which select provisions and the

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(1)  Subject to removal if not a global security certificate.

                                      A-1

<PAGE>

Certificate of Determination shall for all purposes have the same effect as if
set forth in this certificate.

         Upon receipt of this certificate, the Holder is bound by the
Certificate of Determination and is entitled to the benefits thereunder. Unless
the Transfer Agent's valid countersignature appears hereon, the shares of the
Series B Preferred Stock evidenced hereby shall not be entitled to any benefit
under the Certificate of Determination or be valid or obligatory for any
purpose.

         IN WITNESS WHEREOF, the Corporation has executed this Series B
Preferred Stock certificate as of the date set forth below.

                                  VINEYARD NATIONAL BANCORP

                                  By:
                                      __________________________________________
                                  Name: Norman A. Morales
                                  Title: President and Chief Executive Officer

                                  By:
                                      __________________________________________
                                  Name: Richard S. Hagan
                                  Title: Secretary

COUNTERSIGNED AND REGISTERED

U.S. STOCK TRANSFER CORPORATION, as Transfer Agent,

By: _________________________
    Authorized Signatory

Dated: ___________________

                                      A-2

<PAGE>

                               REVERSE OF SECURITY

         Dividends on each share of Series B Preferred Stock shall be payable
when, as and if declared by the Board of Directors of the Corporation from funds
legally available therefor at a rate per annum set forth in the face hereof or
as provided in the Certificate of Determination. Dividends may be paid only in
cash.

         The shares of the Series B Preferred Stock shall be redeemable as
provided in the Certificate of Determination. The shares of the Series B
Preferred Stock shall be convertible into the Corporation's Common Stock in the
manner and according to the terms set forth in the Certificate of Determination.

         The Corporation shall furnish to any holder upon request and without
charge, a statement of the powers, designations, preferences and relative,
participating, optional and other special rights of each class of the
Corporation's stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such request should be directed
to Shareholder Relations, Vineyard National Bancorp, 9590 Foothill Boulevard,
Rancho Cucamonga, California 91730, e-mail: shareholderinfo@vineyardbank.com.

                                      A-3

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of
Series B Preferred Stock evidenced hereby to:

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(Insert assignee's social security or tax identification number)

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(Insert address and zip code of assignee)

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and irrevocably appoints:

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agent to transfer the shares of Series B Preferred Stock evidenced hereby on the
books of the Transfer Agent. The agent may substitute another to act for him or
her.

Date: ________________________

Signature: _____________________
(Sign exactly as your name appears on the other side of this Series B Preferred
Stock certificate)

Signature Guarantee:(2) ______________________

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(2)  Signature must be guaranteed by an "eligible guarantor institution" (i.e.,
     a bank, stockbroker, savings and loan association or credit union) meeting
     the requirements of the Transfer Agent, which requirements include
     membership or participation in the Securities Transfer Agents Medallion
     Program ("STAMP") or such other "signature guarantee program" as may be
     determined by the Transfer Agent in addition to, or in substitution for,
     STAMP, all in accordance with the Securities Exchange Act of 1934, as
     amended.

                                      A-4

<PAGE>

                                                                       EXHIBIT B

                              NOTICE OF CONVERSION

              (To be executed by the registered holder in order to
                 convert shares of the Series B Preferred Stock)

         The undersigned hereby irrevocably elects to convert (the "Conversion")
[_____] shares of ____% Series B Noncumulative Convertible Preferred Stock (the
"Series B Preferred Stock"), into shares of common stock, no par value per share
("Common Stock"), of Vineyard National Bancorp (the "Corporation") according to
the conditions of the Certificate of Determination establishing the terms of the
Series B Preferred Stock (the "Certificate of Determination "), as of the date
written below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith payment of all applicable taxes or evidence
that such taxes have been paid. No fee will be charged to the holder for any
conversion, except for transfer taxes, if any. A copy of each stock certificate
representing shares of the Series B Preferred Stock to be converted is attached
hereto (or evidence of loss, theft or destruction thereof).(3)

Date of Conversion: ____________________________________________________________

Number of shares of Series B Preferred Stock to be Converted: _______________

Number of shares of Common Stock to be Issued: ______________________________

Signature: __________________________________________________________________

Name: __________________________________________________________________________

Address:(4) _________________________________________________________________

Fax No.: _______________________________________________________________________

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(3)  The Corporation is not required to issue shares of Common Stock until the
     original certificates representing the shares of the Series B Preferred
     Stock (or evidence of loss, theft or destruction thereof and indemnity
     reasonably satisfactory to the Corporation and the Transfer Agent) to be
     converted are received by the Corporation or the Transfer Agent. The
     Corporation shall issue and deliver shares of Common Stock by hand or by
     delivery to an overnight courier not later than three business days
     following receipt of the original stock certificates representing the
     shares of the Series B Preferred Stock to be converted.

(4)  Address where shares of Common Stock and any other payments or certificates
     shall be sent by the Corporation.

                                      B-1