EXHIBIT 4.2


                          AMENDMENT TO RIGHTS AGREEMENT


The Rights Agreement dated February 25, 1997 between Foothill Independent
Bancorp and ChaseMellon Shareholder Services LLC is hereby amended as follows:

        1.     Registrar and Transfer Company, a New Jersey corporation ("R&T"),
               is hereby appointed as the successor Rights Agent with the same
               powers, rights, duties and responsibilities as if it had been
               originally named as Rights Agent.

        2.     Section 21 is hereby amended by deleting the fifth sentence and
               in its place substituting a new fifth sentence to read as
               follows:

                      "Any successor Rights Agent, whether appointed by the
                      Company or by such a court, shall be a corporation
                      organized and doing business under the laws of the United
                      States, (or of any state of the United States so long as
                      such corporation is authorized to conduct a stock transfer
                      business in the State of California, the State of New York
                      or the State of New Jersey) which is authorized under such
                      laws to exercise stock transfer powers and is subject to
                      supervision or examination by Federal or state authority,
                      is in good standing, is registered as a Transfer Agent in
                      accordance with the applicable provisions of the
                      Securities Exchange Act of 1934, as amended, and is
                      qualified to act as a Transfer Agent under the rules of
                      the New York Stock Exchange."

        3.     Section 26 is hereby amended by eliminating the name and address
               of ChaseMellon Shareholder Services LLC and in its place
               substituting the following:

                             Registrar and Transfer Company
                             10 Commerce Drive
                             Cranford, NJ 07016

                             Attn: Vice President
                             Corporate Relations

        IN WITNESS WHEREOF, the parties listed below have caused this Amendment
to be duly executed on this date.

Date: February 13, 2002


REGISTRAR AND TRANSFER COMPANY                 FOOTHILL INDEPENDENT BANCORP


By: /s/ WILLIAM P. TATLER                      By: /s/ GEORGE LANGLEY
    --------------------------------------         ----------------------------
        William P. Tatler, Vice President          Title: President & CEO