<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VIB Corp
(Exact Name of Registrant as Specified in Its Charter)
California 33-0780371
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1498 Main Street
El Centro, California 92243
(Address of Principal Executive Offices Including Zip Code)
VALLEY INDEPENDENT BANK FLEXPLUS
RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
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Harry G. Gooding, III WITH COPIES TO:
Executive Vice President and S. Alan Rosen, Esq.
Chief Financial Officer Horgan, Rosen, Beckham & Coren, L.L.P.
VIB Corp 21700 Oxnard Street
1498 Main Street Los Angeles, California 91365
El Centro, California 92243 (818) 340-6100
(760) 337-3200
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
------------------- ------------ ----------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Interests in the Valley
Independent Bank Flexplus
Retirement Savings Plan Indeterminate(1) Not Applicable Not Applicable Not Applicable
Common Stock, No Par Value 308,000 shares $8.21875 $2,531,375(2) $704
</TABLE>
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(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Valley Independent Bank Flexplus
Retirement Savings Plan, as amended and described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as
amended, based upon the average of the high ($8.3125) and low ($8.125)
sales price for the Registrant's Common Stock on November 23, 1999, as
reported by Nasdaq.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) setting forth the information specified under this Item
1 of PART I of this Registration Statement will be sent or given to
participating employees pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents referred to in Item 1 of PART I and the documents
incorporated herein by reference pursuant to Item 3 of PART II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. Such documents are on file
at the Registrant's principal executive offices and are available without charge
to participants in the Valley Independent Bank Flexplus Retirement Savings Plan,
as amended (the "Plan"), upon written or oral request to:
Director, Human Resources
VIB Corp
1498 Main Street
El Centro, California 92243
(760) 337-3200
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below are incorporated herein by
this reference by the Registrant and the Plan. All documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be part
hereof from the date of filing such documents.
(a) Registrant's Annual Report on Form 10-K as of and for the fiscal
year ended December 31, 1998, filed pursuant to Section 13 of
the Exchange Act;
(b) Registrant's Quarterly Reports on Form 10-Q as of and for the
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999, filed pursuant to Section 13 of the Exchange Act;
(c) Registrant's current reports on Form 8-K filed pursuant to
Section 13 of the Exchange Act dated:
(i) January 14, 1999 reporting that: (1) shareholders of the
Registrant and Bank of Stockdale, F.S.B. ("Stockdale")
approved an Agreement and Plan of Reorganization, dated
September 15, 1998, whereby Stockdale would become a
wholly-owned subsidiary of the Registrant; and (2) all
requisite regulatory approvals were obtained for Valley
Independent Bank ("Valley"), the Registrant's
wholly-owned subsidiary, to acquire the assets and
assume the liabilities of the Hemet, California branch
(the "Hemet Branch") of Fremont Investment and Loan;
(ii) February 9, 1999 reporting the consummation of the: (1)
merger of Stockdale with the Registrant as the
Registrant's wholly-owned subsidiary; and (2)
acquisition of the Hemet Branch by Valley;
(iii) February 16, 1999 reporting that the Registrant raised
approximately $22.2 million (net of placement agent fees
and other offering expenses) from the issuance of 9.00%
Cumulative Capital Securities through its financing
subsidiary, Valley Capital Trust; and
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(iv) September 16, 1999 reporting the execution on September
7, 1999 of an Agreement and Plan of Reorganization
between and among the Registrant, Kings River Bancorp
("KRBHC") and Kings River State Bank ("KRB"), a
wholly-owned subsidiary of KRBHC, whereby KRB would
become a wholly-owned subsidiary of the Registrant,
subject to shareholder and regulatory approvals.
(d) Registrant's Registration Statement on Form 8A, filed on March
20, 1998, containing a description of the Registrant's Common
Stock registered under Section 12 of the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES
This Registration Statement relates to the registration of employee
benefit plan interests ("Plan Interests"), which need not be described pursuant
to this Item, and the class of the Registrant's securities underlying the Plan
Interests which are registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
There are no interests of named experts and/or counsel in the Plan
Interests being registered pursuant to this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws provide that the Registrant shall, to the
maximum extent and in the manner permitted by the California Corporations Code
(the "Code"), indemnify each of its directors against expenses, judgments,
fines, settlements, and any other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact that such person is
or was a director of the Registrant. Furthermore, pursuant to the Registrant's
Articles of Incorporation and Bylaws, the Registrant has the power, to the
maximum extent and in the manner permitted by the Code, to indemnify its
employees, officers and agents (other than directors) against expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an employee, officer or agent of the Registrant.
Under Section 317 of the Code, a corporation may indemnify a director,
officer, employee or agent of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action brought by or in the right of a corporation, the
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made: (1) in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless a court finds that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper, (2) of amounts paid in settling or
otherwise disposing of a pending action without court approval, and (3) of
expenses incurred in defending a pending action which is settled or otherwise
disposed of without court approval.
The Registrant's Articles of Incorporation provides that to the fullest
extent permitted by the Code as the same exists or may hereafter be amended, a
director of the Registrant shall not be liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director.
The Code permits California corporations to include in their articles of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty. The only
imitations imposed under the statute are that the provision may not eliminate or
limit a director's liability for:
(a) acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law;
(b) acts or omissions that a director believes to be contrary to the
best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director;
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(c) any transaction from which a director derived an improper
personal benefit;
(d) acts or omissions that show a reckless disregard for the
director's duty to the corporation or its shareholders in
circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the corporation or its
shareholders;
(e) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty
to the corporation or its shareholders;
(f) a contract or transaction between the corporation and a director
or between the corporation and any corporation in which one more
of its directors has a material financial interest; or
(g) approving any of the following corporate actions:
(i) the making of any distribution to its shareholders that
would cause the corporation to be unable to meet its
liabilities;
(ii) the making of any distribution to the corporation's
shareholders on any shares of its stock of any class or
series that are junior to outstanding shares of any
other class or series with respect to distribution of
assets on liquidation if, after giving effect thereto,
the excess of its assets (exclusive of goodwill,
capitalized research and development expenses and
deferred charges) over its liabilities (not including
deferred taxes, deferred income and other deferred
credits) would be less than the liquidation preference
of all shares having a preference on liquidation over
the class or series to which the distribution is made;
provided, however, that for the purpose of applying the
aforementioned to a distribution by a corporation of
cash or property in payment by the corporation in
connection with the purchase of its shares, there shall
be deducted from liabilities all amounts that had been
previously added thereto with respect to obligations
incurred in connection with the corporation's repurchase
of its shares and reflected on the corporation's balance
sheet, but not in excess of the principal of the
obligations that will remain unpaid after the
distribution; provided, further, that no deduction from
liabilities shall occur on account of any obligation
that is a distribution to the corporation's shareholders
at the time the obligation is incurred;
(iii) the distribution of assets to shareholders after
institution of dissolution proceeding of the
corporation, without paying or adequately providing for
all known liabilities of the corporation, excluding any
claims not filed by creditors within the time limit set
by the court in a notice given to creditors under
Chapters 18, 19 and 20 of the Code;
(iv) the making of any loan to or guarantee of the obligation
of any director or officer, unless the transaction is
approved by a majority of the shareholders to act
thereon; or
(v) the making of any loan to or guarantee of the obligation
of, any person upon the security of shares of the
corporation or of its parent if the corporation's
recourse in the event of default is limited to the
security for the loan or guaranty, unless the loan or
guarantee is adequately secured without considering
these shares, or the loan or guaranty is approved by a
majority of the shareholders entitled to act thereon.
The foregoing summaries are necessarily subject to the complete text of
the Code provisions, the Articles of Incorporation, Bylaws and agreements
referred to above and are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
PAGE OR
EXHIBIT FOOTNOTE
NO. DESCRIPTION REFERENCE
--- ----------- ---------
<S> <C> <C>
4.1 Valley Independent Bank Profit Sharing and 401(k) Plan.(P) (3)
4.2 Amendments to Valley Independent Bank Profit Sharing and 401(k) Plan.(P) (3)
4.3 1994 Amendments to Valley Independent Bank Profit Sharing and 401(k) Plan.(P) (3)
4.4 Adoption Agreement of the NAP Life Insurance Company Non-Standardized 401(k) Profit (4)
Sharing Plan and Trust, amending and restating the Valley
Independent Bank Profit Sharing and 401(k) Plan.(P)
4.5 NAP Life Insurance Company Retirement Savings Plan. (4)
4.6 Amendment Number One to the NAP Life Insurance Company Retirement Savings Plan. 175
4.7 Amendment to the NAP Life Insurance Company Retirement Savings Plan. 181
4.8 First Amendment to the Valley Independent Bank Flexplus Retirement Savings Plan. 182
4.9 Second Amendment to the Valley Independent Bank Flexplus Retirement Savings Plan. 183
4.10 Third Amendment to the Valley Independent Bank Flexplus Retirement Savings Plan. 184
4.11 Fourth Amendment to the Valley Independent Bank Flexplus Retirement Savings Plan. 186
5.1 Opinion of Horgan, Rosen, Beckham & Coren, L.L.P. as to the securities being registered. 189
5.2 Qualification of the Plan under section 401 of the Internal Revenue Code of 1986, as
amended (the "IRC") and compliance with the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). See Item 9
23.1 Consent of Vavrinek, Trine, Day & Co., LLP, Independent Auditors. 190
23.2 Consent of Horgan, Rosen, Beckham & Coren, L.L.P. (Included in Exhibit 5.1). 189
24.1 Power of Attorney (included on signature pages of this Form S-8). 8
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made of the securities registered hereby, a
post-effective amendment to this Registration Statement:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
- --------
(3) Filed in paper format under cover of From SE on March 27, 1998, as
Exhibits 10.7, 10.8 and 10.9, respectively, to Registrant's Form 10-K
for the fiscal year ended December 31, 1997 under a continuing hardship
exemption granted on March 25, 1998 in accordance with Rule 202 of
Regulation S-T.
(4) Filed in paper format under cover of Form SE on November 22, 1999
pursuant to a continuing hardship exemption granted on October 12, 1999
in accordance with Rule 202 of Regulation S-T relating to this
Registration Statement.
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forth in this Registration Statement;
(3) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(i)(1) and (a)(i)(2) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference to this
Registration Statement.
(ii) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
(d) In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA, or an Internal Revenue Service (the
"IRS") determination letter that the Plan is qualified under
Section 401 of the IRC, the Registrant has and will cause the
Plan, and any amendments thereto, to be submitted to the IRS in
order to qualify the Plan and the Registrant undertakes to cause
all changes to be made which are required by the IRS in order to
qualify the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Centro, County of Imperial, State of California,
on this 29th day of November, 1999.
VIB CORP
By: /s/ Dennis L. Kern
----------------------------------------
Dennis L. Kern
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Centro, County of Imperial, State of California,
on this 29th day of November, 1999.
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
By: /s/ R. Stephen Ellison
----------------------------------------
R. Stephen Ellison
Plan Trustee
By: /s/ Janice Stewart Grady
----------------------------------------
Janice Stewart Grady
Plan Trustee
By: /s/ Dennis L. Kern
----------------------------------------
Dennis L. Kern
Plan Trustee
By: /s/ Ronald A. Pedersen
----------------------------------------
Ronald A. Pedersen
Plan Trustee
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis L. Kern and S. Alan Rosen, and each or any
one of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles Ellis Director November 29, 1999
- ----------------------------------
Charles Ellis
/s/ R. Stephen Ellison Director November 29, 1999
- ----------------------------------
R. Stephen Ellison
/s/ Richard D. Foss Chairman of the Board of Directors November 29, 1999
- ----------------------------------
Richard D. Foss
/s/ Harry G. Gooding, III Executive Vice President and Chief November 29, 1999
- ---------------------------------- Financial Officer (Principal
Harry G. Gooding, III Accounting Officer)
/s/ Ed L. Hickman Director November 29, 1999
- ----------------------------------
Ed L. Hickman
/s/ Dennis L. Kern Director, President and Chief November 29, 1999
- ---------------------------------- Executive Officer
Dennis L. Kern
/s/ Edward McGrew Director November 29, 1999
- ----------------------------------
Edward McGrew
/s/ Ronald A. Pedersen Vice Chairman of the Board of November 29, 1999
- ---------------------------------- Directors
Ronald A. Pedersen
/s/ John L. Skinner Director November 29, 1999
- ----------------------------------
John L. Skinner
/s/ Alice Helen Lowery Westerfield Vice Chairman of the Board of November 29, 1999
- ---------------------------------- Directors
Alice Helen Lowery Westerfield
</TABLE>
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EXHIBIT 4.6
AMENDMENT NUMBER ONE TO
NAP LIFE INSURANCE COMPANY
RETIREMENT SAVINGS PLAN
NAP Life Insurance Company Retirement Savings Plan is hereby amended as follows:
1. Section 1.9 is amended by replacing the first paragraph with the
following paragraphs:
"Compensation" with respect to any Participant means one of the
following as elected in the Adoption Agreement. However, compensation
for any Self-Employed Individual shall be equal to his earned income.
i. Information required to be reported under sections 6041, 6051
and 6052 (Wages, Tips and Other Compensation Box on Form W-2).
Compensation is defined as wages as defined in section 3401(a)
and all other payments of compensation to an employee by the
employer (in the course of the employer's trade or business) for
which the employer is required to furnish the employee a written
statement under sections 6041(d) and 6051(a)(3) of the Code.
Compensation must be determined without regard to any rules
under section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor
in section 3401(a) (2)).
ii. Section 3401(a) wages. Compensation is defined as wages within
the meaning of section 3401(a) for the purposes of income tax
withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed
(such as the exception for agricultural labor in section
3401(a)(2)).
iii. 415 safe-harbor compensation. Compensation is defined as wages,
salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in
cash) for personal services actually rendered in the course of
employment with the employer maintaining the plan to the extent
that the amounts are includible in gross income (including, but
not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits and
reimbursements or other expense allowances under a
nonaccountable plan (as described in 1.62-2(c)), and excluding
the following:
a. Employer contributions to a plan of deferred
compensation which are not includible in the employee's
gross income for the taxable year in which contributed,
or employer contributions under a simplified employee
pension plan to the extent such contributions are
deductible by the employee, or any distributions from a
plan of deferred compensation;
b. Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property)
held by the employee either becomes freely transferable
or is no longer subject to a substantial risk of
forfeiture;
c. Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock
option; and
d. Other amounts which received special tax benefits, or
contributions made by the employer (whether or not under
a salary reduction agreement) towards the purchase of an
annuity contract described in section 403(b) of the Code
(whether or not the contributions are actually
excludable from the gross income of the employee).
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If, in connection with the adoption of this or any other amendment, the
definition of Compensation has been modified, then, for Plan Years prior
to the Plan Year which includes the adoption date of such amendment,
Compensation means compensation determined pursuant to the Plan then in
effect.
2. Section 1.14 is amended in its entirety to read as follows:
"Elective Contribution" means the Employer's contributions to the Plan
that are made pursuant to the Participant's deferral election pursuant
to Section 11.2, excluding any such amounts distributed as "excess
annual additions" pursuant to Section 4.4. In addition, if selected in
E3 of the Adoption Agreement, the Employer's matching contribution shall
or shall not be considered an Elective Contribution for purposes of the
Plan, as provided in Section 11.1(b). Elective Contributions shall be
subject to the requirements of Sections 11.2(b) and 11.2(c) and shall
further be required to satisfy the discrimination requirements of
Regulation 1.401(k)-1(b)(3), the provisions of which are specifically
incorporated herein by reference.
3. Section 1.20 is amended in its entirety to read as follows:
"Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such
Participant's Deferred Compensation and the elective deferrals pursuant
to Section 11.2(f) actually made on behalf of such Participant for such
taxable year, over the dollar limitation provided for in Code Section
402(g), which is incorporated herein by reference. Excess Deferred
Compensation shall be treated as an "annual addition" pursuant to
Section 4.4 when contributed to the Plan unless distributed to the
affected Participant not later than the first April 15th following the
close of the Participant's taxable year.
4. Section 1.26 is amended in its entirety to read as follows:
"414(s) Compensation" with respect to any Employee means his
Compensation as defined in Section 1.9. However, for purposes of this
Section, Compensation shall be Compensation paid and, if selected in the
Adoption Agreement, shall only be recognized as of an Employee's
effective date of participation. If, in connection with the adoption of
this or any other amendment, the definition of "414(s) Compensation" has
been modified, then, for Plan Years prior to the Plan Year which
includes the adoption date of such amendment, "414(s) Compensation"
means compensation determined pursuant to the Plan then in effect.
5. Section 1.27 ("415 Compensation") is amended by the addition of the
following paragraph:
If, in connection with the adoption of this or any other amendment, the
definition of "415 Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of such
amendment, "415 Compensation" means compensation determined pursuant to
the Plan then in effect.
6. Section 4.4(a)(4) and 4.4(a)(4)(i) are amended to read as follows:
(4) If there is an excess amount pursuant to Section 4.4(a) (2) or
Section 4.5, the excess will be disposed of in one of the
following manners, as uniformly determined by the Plan
Administrator for all Participants similarly situated:
(i) Any Deferred Compensation or nondeductible Voluntary
Employee Contributions, to the extent they would reduce
the Excess Amount will be distributed to the
Participant;
7. Section 4.4(f)(2) is amended in its entirety to read as follows:
Compensation means a Participant's Compensation as elected in the
Adoption Agreement. However, regardless of any selection made in the
Adoption Agreement, "415 Compensation" shall exclude compensation which
is not currently includible in the Participant's gross income by reason
of the application of Code Sections 125, 402(a)(8), 402(h)(1)(B), or
403(b).
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For limitation years beginning after December 31, 1991, for purposes of
applying the limitations of this article, compensation for a limitation
year is the compensation actually paid or made available during such
limitation year.
Notwithstanding the preceding sentence, compensation for a participant
in a defined contribution plan who is permanently and totally disabled
(as defined in section 22(e)(3) of the Internal Revenue Code) is the
compensation such participant would have received for the limitation
year if the participant had been paid at the rate of compensation paid
immediately before becoming permanently and totally disabled; such
imputed compensation for the disabled participant may be taken into
account only if the participant is not a Highly Compensated Employee and
contributions made on behalf of such participant are nonforfeitable when
made.
8. Section 4.5(a) is amended in its entirety to read as follows:
(a) If as a result of the allocation of Forfeitures, a reasonable
error in estimating a Participant's annual Compensation, a
reasonable error in determining the amount of elective deferrals
(within the meaning of Code Section 402(g)(3)) that may be made
with respect to any Participant under the limits of Section 4.4,
or other facts and circumstances to which Regulation
1.415-6(b)(6) shall be applicable, the "annual additions" under
this Plan would cause the maximum provided in Section 4.4 to be
exceeded, the Administrator shall treat the excess in accordance
with Section 4.4(a)(4).
9. Sections 6.11(a)(1) and (a)(4) are amended in their entirety to read as
follows:
(1) Medical expenses described in Code Section 213(d) incurred by
the Participant, his spouse, or any of his dependents (as
defined in Code Section 152) or expenses necessary for these
persons to obtain medical care;
(4) Payment of tuition and related educational fees for the next 12
months of post-secondary education for the Participant, his
spouse, children, or dependents;
10. Section 7.10 is amended by the addition of the following paragraphs:
(a) Notwithstanding any provision of the plan to the contrary, with
respect to distributions made after December 31, 1992, a
Participant shall be permitted to elect to have any "eligible
rollover distribution" transferred directly to an "eligible
retirement plan" specified by the Participant. The Plan
provisions otherwise applicable to distributions continue to
apply to the direct transfer option. The Participant shall, in
the time and manner prescribed by the Administrator, specify the
amount to be directly transferred and the "eligible retirement
plan" to receive the transfer. Any portion of a distribution
which is not transferred shall be distributed to the
Participant.
(b) For purposes of this Section, the term "eligible rollover
distribution" means any distribution other than a distribution
of substantially equal periodic payments over the life or life
expectancy of the Participant (or joint life or joint life
expectancies of the Participant and the designated beneficiary)
or a distribution over a period certain of ten years of more.
Amounts required to be distributed under Code Section 401(a)(9)
are not eligible rollover distributions. The direct transfer
option described in subsection (a) applies only to eligible
rollover distributions which would otherwise be includible in
gross income if not transferred.
(c) For purposes of this Section, the term "eligible retirement
plan" means an individual retirement account as described in
Code Section 408(a), an individual retirement annuity as
described in Code Section 408(b), an annuity plan as described
in Code Section 403(a), or a defined contribution plan as
described in Code Section 401(a) which is exempt from tax under
Code Section 501(a) and which accepts rollover distributions.
(d) The election described in subsection (a) also applies to the
surviving spouse after the Participant's
177
<PAGE> 4
death; however, distributions to the surviving spouse may only
be transferred to an individual retirement account or individual
retirement annuity. For purposes of subsection (a), a spouse or
former spouse who is the alternate payee under a qualified
domestic relations order as defined in Code Section 414(p) will
be treated as the Participant.
11. Section 11.2(d) is amended in its entirety to read as follows:
(d) In any Plan Year beginning after December 31, 1986, a
Participant's Deferred Compensation made under this Plan and all
other plans, contracts or arrangements of the Employer
maintaining this Plan shall not exceed the limitation imposed by
Code Section 402(g), as in effect for the calendar year in which
such Plan Year began. If such dollar limitation is exceeded
solely from elective deferrals made under this Plan or any other
Plan maintained by the Employer, a Participant will be deemed to
have notified the Administrator of such excess amount which
shall be distributed in a manner consistent with Section
11.2(f). This dollar limitation shall be adjusted annually
pursuant to the method provided in Code Section 415(d) in
accordance with Regulations.
12. Section 11.2(f) is amended by the addition of the following paragraph
after paragraph (f)(3) to read as follows:
Any distribution under this Section shall be made first from unmatched
Deferred Compensation and, thereafter, simultaneously from Deferred
Compensation which is matched and matching contributions which relate to
such Deferred Compensation. However, any such matching contributions
which are not Vested shall be forfeited in lieu of being distributed.
13. Section 11.2(f) is amended by the addition of the following paragraph as
the second to the last paragraph of such subsection:
Notwithstanding the above, for any distribution under this Section which
is made after August 15, 1991, such distribution shall not include any
income for the "gap period". Further provided, for any distribution
under this Section which is made after August 15, 1991, the amount of
Income may be computed using a reasonable method that is consistent with
Section 4.3(c), provided such method is used consistently for all
Participants and for all such distributions for the Plan Year.
14. Section 11.5(c) is amended by the addition of the following paragraph as
the second to the last paragraph of such subsection:
Notwithstanding the above, for any distribution under this Section which
is made after August 15, 1991, such distribution shall not include any
income for the "gap period". Further provided, for any distribution
under this Section which is made after August 15, 1991, the amount of
Income may be computed using a reasonable method that is consistent with
Section 4.3(c), provided such method is used consistently for all
Participants and for all such distributions for the Plan Year.
15. Section 11.6(c) is amended in its entirety to read as follows:
(c) For purposes of determining the "Actual Contribution Percentage"
and the amount of Excess Aggregate Contributions pursuant to
Section 11.7(d), only Employer matching contributions (excluding
matching contributions forfeited or distributed pursuant to
Section 11.2(f), 11.5(a), or 11.7(a)) contributed to the Plan
prior to the end of the succeeding Plan Year shall be
considered. In addition, the Administrator may elect to take
into account, with respect to Employees eligible to have
Employer matching contributions made pursuant to Section 11.1(b)
or voluntary Employee contributions made pursuant to Section 4.7
allocated to their accounts, elective deferrals (as defined in
Regulation 1.402(g)-l(b)) and qualified non-elective
contributions (as defined in Code Section 401(m)(4)(C))
contributed to any plan maintained by the Employer. Such
elective deferrals and qualified non-elective contributions
shall be treated as Employer matching contributions subject to
Regulation 1.401(m)-l(b)(2) which is incorporated herein by
reference. However, for Plan Years
178
<PAGE> 5
beginning after December 31, 1988, the Plan Year must be the
same as the plan year of the plan to which the elective
deferrals and the qualified non-elective contributions are made.
16 Section 11.7(i) is amended by the addition of the following paragraph as
the second to the last paragraph of such subsection:
Notwithstanding the above, for any distribution under this Section which
is made after August 15, 1991, such distribution shall not include any
Income for the "gap period". Further provided, for any distribution
under this Section which is made after August 15, 1991, the amount of
Income may be computed using a reasonable method that is consistent with
Section 4.3(c), provided such method is used consistently for all
Participants and for all such distributions for the Plan Year.
17. Sections 11.8(a)(1) and (a)(3) are amended in their entirety to read as
follows:
(1) Medical expenses described in Code Section 213(d) incurred by
the Participant, his spouse, or any of his dependents (as
defined in Code Section 152) or expenses necessary for these
persons to obtain medical care;
(3) Payment of tuition and related educational fees for the next 12
months of post-secondary education for the Participant, his
spouse, children, or dependents; or
18. Section 11.8(c)(1) is amended in its entirety to read as follows:
(1) The distribution is not in excess of the amount of the immediate
and heavy financial need of the Participant. The amount of the
immediate and heavy financial need may include any amounts
necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the
distribution.
19. Article XI is amended by the addition of the following:
Notwithstanding anything in this Article to the contrary, effective as
of the Plan Year in which this amendment becomes effective, the Actual
Deferral Percentage Test and the Actual Contribution Percentage Test
shall be applied (and adjusted) by applying the Family Member
aggregation rules of Code Section 414(q)(6).
20. Section E1a. of the Adoption Agreement is amended in its entirety to
read as follows:
Compensation with respect to any Participant means:
1. ( ) Wages, Tips and other Compensation (Box 10 on Form W-2).
2. ( ) Section 3401(a) wages (wages for withholding purposes.
3. (.) 415 Safe Harbor compensation.
AND Compensation
( ) shall
( ) shall not
exclude (even if includible in gross income) reimbursements or other
expense allowances, fringe benefits (cash or noncash), moving expenses,
deferred compensation, and welfare benefits.
179
<PAGE> 6
21. Section E3 of the 401(k) Adoption Agreement(s) is amended by the
addition of the following:
( ) Notwithstanding anything to the Plan to the contrary, all
matching contributions which relate to distributions of Excess
Deferred Compensation, Excess Contributions and Excess Aggregate
Contributions shall be Forfeited. (Select this option only if it
is applicable.)
NOTE: THIS AMENDMENT ONLY NEEDS TO BE EXECUTED BELOW BY THE EMPLOYER IF THE PLAN
IS BEING AMENDED TO UTILIZE THE MODIFICATION MADE TO SECTION El OR E3 OF THE
ADOPTION AGREEMENT.
IN WITNESS WHEREOF, the Employer hereby causes this amendment to be
executed on this ______ day of __________ 1995.
EMPLOYER: PARTICIPATING EMPLOYER:
Valley Independent Bank N/A
- ------------------------------- -----------------------------------
(enter name) (enter name)
By: N/A By: N/A
---------------------------- -----------------------------------
180
<PAGE> 1
EXHIBIT 4.7
AMENDMENT TO
NAP LIFE INSURANCE COMPANY
RETIREMENT SAVINGS PLAN
1. Article VI of the Plan is amended by the addition of the new subsection,
effective as of the following date:
a. For Plans not entitled to extended reliance as described in
Revenue Ruling 94-76, the first day of the first Plan Year
beginning on or after December 31, 1994, or if later, 90 days
after December 31, 1994; or
b. For Plans entitled to extended reliance as described in Revenue
Ruling 94-76, as of the first day of the first plan year
beginning in 1999. However, in the event of a transfer of assets
to the Plan from a money purchase plan that occurs after the
date of the most recent determination letter, the effective date
of the amendment shall be the date immediately preceding the
date of such transfer of assets.
TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN
Notwithstanding any provision of this plan to the contrary, to the
extent that any optional form of benefit under this plan permits a distribution
prior to the employee's retirement, death, disability, or severance from
employment, and prior to plan termination, the optional form of benefit is not
available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within the
meaning of Section 414(l) of the Internal Revenue Code, to this plan from a
money purchase pension plan qualified under 401(a) of the Internal Revenue Code
(other than any portion of those assets and liabilities attributable to
voluntary employee contributions).
2. Article VI is amended by the addition of the following new subsection,
effective as of December 12, 1994:
UNIFORMED SERVICES
Notwithstanding any provision of this plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Internal
Revenue Code.
Loan repayments will be suspended under this plan as permitted under
Code Section 414(u)(4).
Pursuant to the terms of the Plan regarding amendments, NAP Life insurance
Company, as the sponser of the prototype, hereby adopts this amendment as of the
date below
NAP Life Insurance Company
By: /s/ Robert Meyer
-----------------------
Title: President
--------------------
Date: 1/21/98
---------------------
181
<PAGE> 1
EXHIBIT 4.8
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
FIRST AMENDMENT
WHEREAS, Valley Independent Bank (the "Employer") maintains the Valley
Independent Bank FLEXPLUS Retirement Savings Plan (the "Plan"), effective
January 1, 1989, for the exclusive benefits of its eligible employees; and
WHEREAS, Article VIII of the Plan reserves to the Employer the right to
amend the Plan from time to time; and
WHEREAS, the Employer desires to amend the Plan;
NOW, THEREFORE, effective June 17, 1996, Section D10 of the Adoption
Agreement is hereby amended, to read as follows:
D10 PLAN SHALL RECOGNIZE SERVICE WITH A PREDECESSOR EMPLOYER
a. ( ) No
b. (X) Yes: Years of Service with California Commerce branch in
Calexico shall be recognized for the purpose of this Plan.
NOTE: If the predecessor Employer maintained this qualified Plan, then
Years of Service with such predecessor Employer shall be
recognized pursuant to Section 1.74 and b. must be marked.
IN WITNESS WHEREOF, the Employer has caused this First Amendment to be
executed as of this 17th day of June, 1996.
Valley Independent Bank
By: /s / Charlotte Studer
-----------------------------
Corporate Secretary
182
<PAGE> 1
EXHIBIT 4.9
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
SECOND AMENDMENT
WHEREAS, Valley Independent Bank (the "Employer") maintains the Valley
Independent Bank FLEXPLUS Retirement Savings Plan (the "Plan"), effective
January 1, 1989, for the exclusive benefit of its eligible employees; and
WHEREAS, Article VIII of the Plan reserves to the Employer the right to
amend the Plan from time to time; and
WHEREAS, the Employer desires to amend the Plan;
NOW, THEREFORE, effective February 15, 1997, Section D10 of the Adoption
Agreement is hereby amended, to read as follows:
D10 PLAN SHALL RECOGNIZE SERVICE WITH A PREDECESSOR EMPLOYER
a. ( ) No
b. (X) Yes: Years of Service with California Commerce branch in
Calexico and Wells Fargo branches in Tecate and Blythe,
California shall be recognized for the purpose of this Plan.
NOTE: If the predecessor Employer maintained this qualified Plan, then
Years of Service with such predecessor Employer shall be
recognized pursuant to Section 1.74 and b. must be marked.
IN WITNESS WHEREOF, the Employer has caused this Second Amendment to be
executed as of this 15th day of July, 1997.
Valley Independent Bank
By: /s/ Charlotte Studer
-----------------------------
Corporate Secretary
183
<PAGE> 1
EXHIBIT 4.10
THIRD AMENDMENT TO THE
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
This Third Amendment (Amendment) to the Valley Independent Bank Flexplus
Retirement Savings Plan (Plan) is made and entered into by Valley Independent
Bank, a California corporation (Employer), to be effective on and as of January
1, 1999 (Effective Date).
RECITALS
A. The Employer established the Valley Independent Bank Profit Sharing and
401(k) Plan, effective January 1, 1989, as a program for providing
retirement income and other benefits for certain of its employees and
their beneficiaries.
B. The Plan was subsequently amended and, effective January 1, 1995, the
Plan was renamed the Valley Independent Bank Flexplus Retirement Savings
Plan and was amended and restated to comply with the Tax Reform Act of
1986 and related pension legislation.
C. Effective June 17, 1996, the Plan was amended to recognize service with
California Commerce branch in Calexico, California for purposes of the
Plan.
D. Effective September 27, 1996, the Plan was amended to recognize service
with Bank of the Desert branches in Indio, La Quinta and Thousand Palms,
California for purposes of the Plan.
E. Effective July 15, 1997, the Plan was amended to recognize service with
the Wells Fargo branches in Tecate and Blythe, California for purposes
of the Plan.
F. The Employer now wishes to amend the Plan effective January 1, 1999 to:
lower the minimum age for Plan participation from age 21 to age 18.
OPERATIVE PROVISIONS
In accordance with the foregoing recitals, the Employer hereby amends the
Adoption Agreement of the Plan, effective as of January 1, 1999, as follows:
1. Section D4 of the Adoption Agreement of the Plan is amended in full to
read as follows:
D4 CONDITIONS OF ELIGIBILITY (Plan Section 3.1) (Check either a OR b
and c, and if applicable, d)
Any Eligible Employee will be eligible to participate in the Plan
if such Eligible Employee has satisfied the service and age
requirements, if any, specified below:
a. ( ) NO AGE OR SERVICE REQUIRED.
b. (xx) SERVICE REQUIREMENT. (May not exceed 1 year.)
1. ( ) None
2. ( ) 1/2 Year of Service
3. ( ) 1 Year of Service
4. (xx) Other 1/4 Year of Service
184
<PAGE> 2
NOTE: If the Year(s) of Service selected is or includes a fractional
year, an Employee will not be required to complete any specified
number of Hours of Service to receive credit for such fractional
year. If expressed in Months of Service, an Employee will not be
required to complete any specified number of Hours of Service in
a particular month.
c. (xx) AGE REQUIREMENT (may not exceed 21)
1. ( ) N/A - No Age Requirement
2. ( ) 20 1/2
3. ( ) 21
4. (xx) Other 18
d. ( ) FOR NEW PLANS ONLY - Regardless of any of the above age of
service requirements, any Eligible Employee who was employed on
the Effective Date of the Plan shall be eligible to participate
hereunder and shall enter the Plan as of such date.
4. In all other respects, the Plan is hereby ratified, approved and
confirmed.
IN WITNESS WHEREOF, the Employer has caused this Third Amendment to be executed
by its duly authorized officers and by the Trustees on this 22nd day of
December, 1998.
EMPLOYER
--------
VALLEY INDEPENDENT BANK
By: /s/ Dennis L. Kern
--------------------------
Dennis L. Kern
Its: President
185
<PAGE> 1
EXHIBIT 4.11
FOURTH AMENDMENT
TO THE
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
This Fourth Amendment (Amendment) to the Valley Independent Bank Flexplus
Retirement Savings Plan (Plan) is made and entered into by Valley Independent
Bank, a California corporation (Employer), and Dennis L. Kern, R. A. Pedersen,
Steve Ellison and Janice S. Grady (collectively Trustee).
RECITALS
A. The Employer established the Valley Independent Bank Profit Sharing and
401(k) Plan, effective January 1, 1989, as a program for providing
retirement income and other benefits for certain of its employees and
their beneficiaries.
B. The Plan was subsequently amended and, effective January 1, 1995, the Plan
was renamed the Valley Independent Bank Flexplus Retirement Savings Plan
and was amended and restated to comply with the Tax Reform Act of 1986 and
related pension legislation.
C. Effective June 17, 1996, the Plan was amended to recognize service with
California Commerce branch in Calexico, California for purposes of the
Plan.
D. Effective September 27, 1996, the Plan was amended to recognize service
with Bank of the Desert branches in Indio, La Quinta and Thousand Palms,
California for purposes of the Plan.
E. Effective July 15, 1997, the Plan was amended to recognize service with
the Wells Fargo branches in Tecate and Blythe, California for purposes of
the Plan.
F. Effective January 1, 1999, the Plan was amended to lower the minimum age
for Plan participation from age 21 to age 18.
G. The Employer now wishes to amend the Plan to:
- Extend Plan coverage and participation to employees of the Bank of
Stockdale effective as of the date Bank of Stockdale becomes a
wholly owned subsidiary of VIB Corp, an Associated Company, as that
term is defined in the Plan, and part of the VIB Corp group of
companies under common ownership and control (within the meaning of
section 414(b) of the Code),
- Affirm and clarify in the Plan document the names of the current
Trustees of the Plan,
- Clarify that compensation taken into account for purposes of the
Plan for Bank of Stockdale employees is limited to compensation from
the date such Plan coverage and participation is extended to such
employees,
- Clarify that past service with Bank of Stockdale shall be recognized
in determining service for Plan participation purposes,
- Clarify the entry and participation dates for employees with past
service with Bank of Stockdale, and
- Clarify that past service with Bank of Stockdale shall be recognized
in determining service for Plan vesting purposes.
186
<PAGE> 2
OPERATIVE PROVISIONS
In accordance with the foregoing recitals, the Employer hereby amends the Plan
as shown below. Unless indicated otherwise, such amendments shall be effective
as of the later of January 28, 1999 or the date Bank of Stockdale becomes a
wholly owned subsidiary of VIB Corp and part of the VIB Corp group of companies
under common ownership and control (within the meaning of section 414(b) of the
Code) which includes Valley Independent Bank, the Employer and sponsor of this
Plan:
1. Section B1 of the Adoption Agreement of the Plan is amended in full to
read as follows:
B1 Name of Employer a. Valley Independent Bank
b. Any other Affiliated Employer, within the
meaning of the Plan, provided that any such Affiliated Employer will
be considered an Employer for purposes of this Plan only to the
extent such Affiliated Employer is designated as a participating
Employer for Plan purposes by a resolution of the Board of Directors
of Valley Independent Bank.
2. Section B6 of the Adoption Agreement of the Plan is amended and
corrected by amending such section in full to read as follows, provided,
that the effective date of appointment of Janice S. Grady as a Trustee
of the Plan shall be May 19, 1998:
B6 NAME(S) OF TRUSTEE(S) a. Dennis L. Kern
b. R. A. Pedersen
c. Steve Ellison
d. Janice S. Grady
3. Section D2 of the Adoption Agreement of the Plan is amended in full to
read as follows:
D2 EMPLOYEES OF AFFILIATED EMPLOYERS (Plan Section 1.16)
Employees of Affiliated Employers:
a. ( ) will not or N/A
b. (xx) will
be treated as Employees of the Employer, provided that no Eligible
Employee of an Affiliated Employer shall become a Participant in the
Plan for purposes of counting Compensation or for purposes of accrual of
benefits prior to the effective date such Affiliated Employer is
designated by the Board of Directors as an Affiliated Employer whose
employees may participate in this Plan.
4. Section D10 of the Adoption Agreement of the Plan is amended in full to
read as follows:
D10 PLAN SHALL RECOGNIZE SERVICE WITH A PREDECESSOR EMPLOYER
a. ( ) No
b. (xx) Yes: Years of Service with the following
predecessor employers: California Commerce Bank, Bank of
the Desert, N.A., Wells Fargo Bank, and the Bank of
Stockdale shall be recognized for the purpose of this
plan.
In this respect, the Plan takes into account all service
of all Employees with the predecessor employers for the
purposes of participation and vesting under this Plan.
By way of example, but not by way of limitation,
Eligible Employees of predecessor employer Bank of
Stockdale who satisfy the eligibility and participation
requirements of this Plan taking into account their past
service with Bank of Stockdale shall be eligible to
participate in this Plan effective from the date Bank of
Stockdale became an Affiliated Employer as designated by
the Board of Directors of Valley Independent Bank, the
sponsoring Employer of this Plan.
187
<PAGE> 3
5. In all other respects, the Plan is hereby ratified, approved and
confirmed.
IN WITNESS WHEREOF, the Employer has caused this Fourth Amendment to be executed
by its duly authorized officers and by the Trustees on this ____ day of January,
1999.
EMPLOYER
VALLEY INDEPENDENT BANK
By: /s/ Dennis L. Kern
-------------------------------------
Its: President
TRUSTEES
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
/s/ Dennis L. Kern
----------------------------------------
Dennis L. Kern
/s/ R .A. Pedersen
----------------------------------------
R. A. Pedersen
/s/ Steve Ellison
----------------------------------------
Steve Ellison
/s/ Janice S. Grady
----------------------------------------
Janice S. Grady
188
<PAGE> 1
EXHIBIT 5.1
November 29, 1999
VIB Corp
1498 Main Street
El Centro, California 92660
Re: Registration of Interests in the Valley Independent Bank
Flexplus Retirement and Savings Plan
Lady and Gentlemen:
We have acted as counsel to VIB Corp (the "Company") in connection with
the registration of 308,000 shares of the Company's Common Stock, no par value
(the "Shares"), and an indeterminate amount of interests (the "Plan Interests")
to be offered or sold pursuant to the terms of the Valley Independent Bank
Flexplus Retirement Savings Plan, as amended (the "Plan"). A Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement"), covering the Shares and the Plan Interests is being
filed with the Securities and Exchange Commission concurrently herewith.
In connection therewith, we have examined and relied as to matters of
fact upon such information obtained from public officials, officers of the
Company, and our examination of originals or copies, certified to our
satisfaction, of the Articles of Incorporation and Bylaws of the Company, as
amended, the Plan, proceedings of the Board of Directors of the Company and
other corporate records, documents, certificates and instruments as we have
deemed necessary and appropriate in order to enable us to render the opinion
expressed below.
In rendering the following opinion, we have assumed the genuineness of
all signatures on all documents examined by us, the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostated copies, and we have
relied as to matters of fact upon statements and certifications of officers and
agents of the Company. In addition, we have assumed that any Shares purchased
through open market purchases, were or will be duly authorized, validly issued,
fully paid and nonassessable when originally issued by the Company. We further
assume that the certificates for the Shares issued conform to the specimen
thereof furnished to us and will be duly registered and countersigned by the
Company's transfer agent. The opinion expressed below is limited to the federal
securities laws of the United States and the laws of the State of California,
and we express no opinion as to the effect of other federal laws or the laws of
any other jurisdiction.
Based on the foregoing, it is our opinion that upon filing of the
Registration Statement and the completion of the proceedings being taken or
which we, as your counsel, contemplate will be taken prior to the issuance of
the Plan Interests and the Shares, the Plan Interests and the Shares, when
issued in the manner referred to in the Registration Statement and the Plan,
will be duly authorized, validly issued, fully paid and nonassessable.
Very truly yours,
/s/ Horgan, Rosen, Beckham & Coren, L.L.P.
------------------------------------------------
Horgan, Rosen, Beckham & Coren, L.L.P.
189
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion of our Independent Auditor's Report
dated January 13, 1999 (except for Note S which is dated February 5, 1999)
regarding the consolidated balance sheets of VIB Corp and Subsidiary as of
December 31, 1998 and 1997, and the related consolidated statements of income,
changes in shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1998, incorporated by reference in the
Registration statement on Form S-8 of the Valley Independent Bank Flexplus
Retirement and Savings Plan, as amended, filed with the Securities and Exchange
Commission.
/s/ Vavrinek, Trine, Day & Co., LLP
------------------------------------
Vavrinek, Trine, Day & Co., LLP
November 22, 1999
Laguna Hills, California
190
