UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: November 822, 2002 (Date of earliest event reported)

(Date of earliest event reported)

VIB Corp

(Exact Name of Registrant as Specified in Its Charter)

California

(State or other Jurisdiction of Incorporation)


333-43021		33-0780371

(Commission File Number)		(IRS Employer Identification Number)

1498 Main Street, El Centro, California		92243

(Address of Principal Executive Offices)		(Zip Code)

(760) 337-3200

(Registrant“’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 9. Regulation FD Disclosure.
SIGNATURES
Exhibit 99.1
Exhibit 99.2


	Item 5. Other Events.
SIGNATURES

Item 95. ~~Regulation FD~~Other ~~Disclosure~~Events.

At a Special Meeting of Shareholders held on December 4, 2002, the shareholders of Registrant ~~hereby~~approved ~~files~~the asAgreement ~~Exhibits~~and ~~99.1~~Plan of Reorganization dated July 30, 2002, by and ~~99.2~~between ~~the~~Registrant, ~~Certifications~~Rabobank and Utrecht-America ~~required~~Acquisition Corp. I, pursuant to 18which Uall shareholders will be entitled to receive $15.S10 per share upon consummation of the merger.C. ~~Section 1350~~As of the record date for the Special Meeting there were 13,600,808 asshares ~~adopted~~of ~~pursuant~~common stock outstanding and entitled to ~~Section 906~~ vote, of ~~the~~which ~~Sarbanes-Oxley~~8,481,438 ~~Act~~shares voted in favor of the ~~2002~~merger, 422,974 shares voted against, and 48,956 shares abstained. No shares perfected dissenters’ rights.

Exhibit No.
99.1		Certification of Mr. Dennis L. Kern pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2		Certification of Mr. Harry G. Gooding, III pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Consummation of the merger is conditioned on receipt of regulatory approvals. The California Department of Financial Institutions issued their approval on November 26, 2002. The Dutch Ministry of Finance approved the transaction on November 22, 2002. An application to the Board of Governors of the Federal Reserve System is still pending and is anticipated to be acted upon favorably in time for a late December, 2002, closing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIB CORP
Date: November 8, 2002	By:	/s/ Dennis L. Kern
Date: December 6, 2002	By:	/s/ Dennis L. Kern
		Dennis L. Kern, President and Chief Executive Officer
	By:	/s/ Harry G. Gooding, III
		/s/ Harry G. Gooding, III
		Harry G. Gooding, III,Executive Vice President andChief Financial Officer
		Harry G. Gooding, III, Executive Vice President and Chief Executive Officer

Table of Contents

Table of Contents

Table of Contents

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