Vineyard National Bancorp Watch

from 8-K 3 pages March 31, 2009 This Letter Agreement Will Memorialize the Agreement of the Undersigned to Amend the Letter Agreement by Deleting the Sixth Sentence of the Second Paragraph Thereof in Its Entirety and Substituting the Following Sentence in Lieu Thereof: “Lender Agrees That Receipt of the Total Payoff Shall Be Satisfaction in Full for All Loan Liabilities, Subject to the Express Condition That Lender Receives the Initial Payoff No Later Than May 22, 2009.” Except as Expressly Amended Herein, the Terms and Provisions of the Letter Agreement Shall Remain in Full Force and Effect in Accordance With Its Original Terms and Conditions. Sincerely, First Tennessee Bank National Association /S/ David S. Work Name: David S. Work Title: Executive Vice President Acknowledge and Agreed: Vineyard National Bancorp By: /S/ Glen C. Terry Name: Glen C. Terry Title: President and CEO Date: April 1, 2009 Vineyard Bancshares: Vineyard Bancshares, Inc. By: /S/ Douglas M. Kratz Name: Douglas M. Kratz Title: Chairman Date: March 31, 2009 CC: Rick Smalley – Bank Midwest Dave Dawson – First Tennessee

from 10-Q 12 pages Loan Agreement