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
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇. TATLER By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. Tatler, Vice President Title: President & CEO