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                          FOOTHILL INDEPENDENT BANCORP
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                                      LOGO
 
                          FOOTHILL INDEPENDENT BANCORP
 
                                  May 5, 1999
 
DEAR FELLOW SHAREHOLDER:
 
     As you know, your Board of Directors has nominated William Landecena, Orv
Mestad and Richard Galich, who are existing Foothill directors, for election to
the Board at the upcoming annual shareholders meeting scheduled for May 25,
1999. As you may already be aware, Matthew and Bennett Lindenbaum and the
investment company they control, Basswood Financial Partners, LLC, own
approximately 9.3% of Foothill's shares, and have announced that they will be
nominating and will be requesting you to vote for the election of Matthew
Lindenbaum to Foothill's Board of Directors to replace one of Foothill's
existing directors. For the reasons discussed below, we urge you to vote for
your Board's candidates, Messrs. Landecena, Mestad and Galich.
 
     WE THINK THAT YOU SHOULD KNOW MORE ABOUT MATTHEW LINDENBAUM'S TRACK RECORD
AND THE FINANCIAL INTEREST THAT HE AND HIS FAMILY HAVE, THROUGH BASSWOOD, IN
OTHER BANKS THAT MAY CONFLICT WITH THE INTERESTS OF THE OTHER FOOTHILL
SHAREHOLDERS, WHO OWN OVER 90% OF FOOTHILL'S SHARES.
 
MATTHEW LINDENBAUM'S TRACK RECORD
 
     - According to information from Basswood, Matthew Lindenbaum, who is 36
       years old, has spent most the last 10 years managing his family's wealth
       and there is no evidence that he has ever managed, on a day to day basis,
       an operating business, much less a bank. Matthew Lindenbaum does not
       personally own any shares of stock of Foothill. By comparison, Foothill's
       directors and officers, who comprise its management, personally own, in
       total, more than 790,000 Foothill shares.
 
     - Matthew Lindenbaum is a member of the Board of Directors of Community
       State Bank, in New Jersey. According to its public reports, in 1998 that
       bank sustained a NET LOSS of $593,000; its efficiency ratio was nearly
       1.40, as compared to Foothill's efficiency ratio of 0.67, which means
       that Foothill operates twice as efficiently as Community State Bank or,
       conversely, that Community State Bank is less than half as efficient as
       Foothill; and its return on assets and its return on equity were a
       NEGATIVE 1.93% and a NEGATIVE 7.7%, respectively. By comparison,
       Foothill's return on assets and return on equity in 1998 were a POSITIVE
       1.15% and a POSITIVE 11.86%, respectively.
 
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   510 South Grand Ave.  [ ]  Glendora, California 91741  [ ]  (626) 963-8551
                              [ ]  (909) 599-9351
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     - Matthew Lindenbaum also served as a director of Garden State Bancshares
       from April 1994 to January 1996. Accordingly to public reports, during
       this same time period Foothill generated a higher return on equity and
       had a better efficiency ratio than that bank.
 
MATTHEW LINDENBAUM'S POTENTIAL CONFLICTS OF INTEREST
 
     Basswood, which Matthew Lindenbaum represents, is a New York private
investment company whose investors include Matthew Lindenbaum's family and other
wealthy persons. Basswood owns stock in more than 75 banks in the United States,
including 8 other banks in California, some of which compete with Foothill.
Matthew Lindenbaum is also a managing partner of Basswood and has a fiduciary
duty to maximize the wealth of Basswood's private and already "well-heeled"
investors. IN OUR OPINION, MATTHEW LINDENBAUM CANNOT SERVE TWO MASTERS. WE
BELIEVE THAT IT IS LIKELY THAT, AT SOME POINT, HE WILL FIND IT NECESSARY TO
CHOOSE THE INTERESTS OF BASSWOOD'S INVESTORS (WHICH INCLUDE HIS FAMILY) OVER THE
INTERESTS OF FOOTHILL'S SHAREHOLDERS.
 
     For example, actions that Foothill's Board may take to increase Foothill's
competitive position may be detrimental to Basswood's investments in other
banks, the amount of which far exceed Basswood's investment in Foothill. UNDER
THESE CIRCUMSTANCES, MATTHEW LINDENBAUM WOULD HAVE A CONFLICT OF INTEREST AND
WOULD BE FORCED TO CHOOSE BETWEEN HIS RESPONSIBILITIES TO HIS FAMILY AND THE
OTHER BASSWOOD INVESTORS AND HIS RESPONSIBILITIES TO FOOTHILL'S SHAREHOLDERS.
 
     By comparison, none of Foothill's existing directors have any similar
conflicts of interest and, therefore, unlike Matthew Lindenbaum, they have
focused, and will continue to focus, their energies on furthering the interests
of all of Foothill's shareholders and not the interests of a special interest
group -- like Basswood and its wealthy investors.
 
     A substantial number of Foothill's shareholders reside or conduct business
in the communities served by Foothill and are customers of Foothill. By
contrast, to our knowledge Mr. Lindenbaum has never lived or spent any
meaningful amount of time in, and has no connection whatsoever with the
communities that Foothill serves. Given his wealth and position and the fact
that he is a long time resident of the New York City area, we also believe that
he has little if anything in common with nor understands the interests of most
of our shareholders.
 
     DO YOU REALLY WANT TO ELECT A PERSON TO FOOTHILL'S BOARD (1) WHOSE TRACK
RECORD AS A DIRECTOR OF OTHER BANKS IS NOT NEARLY AS GOOD AS THE TRACK RECORD OF
FOOTHILL'S EXISTING DIRECTORS, (2) WHOSE JOB AND PRIMARY RESPONSIBILITY ARE TO
PROTECT AND FURTHER THE INTERESTS OF HIS FAMILY AND THE OTHER BASSWOOD
INVESTORS, AND (3) WHO, WE BELIEVE, HAS LITTLE, IF ANYTHING, IN COMMON WITH MOST
OF FOOTHILL'S SHAREHOLDERS?
 
     Three seats on the Foothill Board are up for election at the upcoming
Annual Meeting. William Landecena, Orv Mestad and Richard Galich, the Board's
nominees for election to fill those seats, are long time Foothill shareholders.
Biographical information about them is
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contained in Foothill's Proxy Statement that was mailed to you on or about April
27, 1999. Please understand that if you vote for Matthew Lindenbaum you are
voting to replace one of these existing directors. Is that really what you want
to do, particularly following the recent announcements that Foothill posted
record earnings for 1998 and a 50% increase in net earnings for the first
quarter of 1999?
 
     YOU HAVE THE POWER TO PREVENT BASSWOOD FROM EXPLOITING AND PUTTING AT RISK
THE VALUE OF YOUR INVESTMENT IN FOOTHILL. We have enclosed a new WHITE Proxy
Card, and ask that you mark that Card in favor of the election of Messrs.
Landecena, Mestad and Galich and that you sign, date and return it to us in the
postage paid return envelop that is also enclosed, even if you have already sent
us a proxy card, because, under the rules governing proxy contests, only the
latest dated proxy cards are counted. If you have any questions or need
assistance in completing the WHITE Proxy Card, please call our solicitor:
MacKenzie Partners, Inc., toll free, at 1-800-322-2885.
 
     Thank you for your support.
 
             THE BOARD OF DIRECTORS OF FOOTHILL INDEPENDENT BANCORP
 
                                              
    WILLIAM V. LANDECENA, Chairman  GEORGE E. LANGLEY   O. L. MESTAD
    RICHARD GALICH                  MAX E. WILLIAMS     GEORGE SELLERS
                                    DONNA MILTENBERGER

    
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     CERTAIN ADDITIONAL INFORMATION:  The White Proxy Card confers discretionary
authority on the individuals named as proxies thereon (i) to cumulate votes cast
on the election of directors and to allocate those votes among the Board's
nominees in such proportions as those individuals deem appropriate, and (ii) to
vote as they deem appropriate on any other matters that may come before the
Annual Meeting.
 
     As a result of the decision of Basswood to conduct a proxy contest,
Foothill now estimates that fees that will be payable to Mackenzie Partners Inc.
for their services in connection with the solicitation of proxies for the Annual
Meeting, will be approximately $30,000. In addition, Foothill will reimburse
Mackenzie Partners for its reasonable expenses.
 
     Foothill Independent Bancorp is soliciting proxies for the election of the
Board's nominees at the Annual Meeting of Shareholders to be held on May 25,
1999 and may solicit revocations of any proxies delivered to Basswood Financial
Partners, L.P. Foothill and the following individuals may be deemed to be
"participants" in the solicitation of proxies by Foothill: William V. Landecena;
George E. Langley; Donna Miltenberger; Tom Kramer; Richard Galich; O. L. Mestad;
George Sellers; and Max E. Williams. As of April 2, 1999, those individuals
beneficially owned, in the aggregate, 1,239,464 shares of Foothill Common Stock,
which includes 446,942 shares that may be acquired on exercise of options and
assuming such options were exercised, would represent 19% of the outstanding
shares.