SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

FOOTHILL INDEPENDENT BANCORP
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
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[LOGO]
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FOOTHILL INDEPENDENT BANCORP

April 11, 1995

Dear Shareholder:

The Board of Directors joins me in extending to you a cordial invitation to
attend the Annual Meeting of Shareholders of Foothill Independent Bancorp which
will be held on Tuesday, May 9, 1995, at 4:30 P.M., at the Glendora Country
Club, 310 Amelia Avenue, Glendora, California.

In addition to the matters to be acted on at the meeting, which are
described in detail in the attached Notice of Annual Meeting and Proxy
Statement, there will be a discussion of the operations of the Company and its
wholly-owned subsidiary, Foothill Independent Bank. Since your participation in
Company activities is important, I hope you will be able to attend.

Whether or not you plan to attend the meeting, please be sure to complete,
sign, date and return the proxy card enclosed with the Proxy Statement so that
your shares may be voted in accordance with your wishes.

Sincerely,

George E. Langley
President and Chief Executive Officer

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510 South Grand Ave. / / Glendora, California 91741 / / (818) 963-8551 /
/ (714) 599-9351
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FOOTHILL INDEPENDENT BANCORP
510 SOUTH GRAND AVENUE
GLENDORA, CALIFORNIA 91741

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 1995

TO THE SHAREHOLDERS OF FOOTHILL INDEPENDENT BANCORP:

The 1995 Annual Meeting of Shareholders of Foothill Independent Bancorp
(the "Company") will be held at the Glendora Country Club, 310 Amelia Avenue,
Glendora, California, on Tuesday, May 9, 1995, at 4:30 P.M., for the following
purposes as more fully described in the accompanying Proxy Statement:

(1) To elect the four nominees named in the accompanying Proxy
Statement to serve as directors for a term of two years.

(2) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on April 3, 1995 will
be entitled to vote at the meeting or any adjournment or postponement thereof.

The Bylaws of the Company set forth the following procedures for
nominations to the Board of Directors:

Nominations for election of members of the board of directors may be
made by the board of directors or by any shareholder of any outstanding
class of capital stock of the corporation entitled to vote for the election
of directors. Notice of intention to make any nominations (other than for
persons named in the notice of the meeting at which such nomination is to
be made) shall be made in writing and shall be delivered or mailed to the
president of the corporation by the later of the close of business 21 days
prior to any meeting of shareholders called for the election of directors
or 10 days after the date of mailing of notice of the meeting to
shareholders. Such notification shall contain the following information to
the extent known to the notifying shareholder: (a) the name and address of
each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the number of shares of capital stock of the corporation owned
by each proposed nominee; (d) the name and residence address of the
notifying shareholder; (e) the number of shares of capital stock of the
corporation owned by the notifying shareholder; (f) the number of shares of
capital stock of any bank, bank holding company, savings and loan
association or other depository institution owned beneficially by the
nominee or by the notifying shareholder and the identities and location of
any such institutions; and (g) whether the proposed nominee has ever been
convicted of or pleaded nolo contendere to any criminal offense involving
dishonesty or breach of trust, filed a petition in bankruptcy or been
adjudged bankrupt. The notice shall be signed by the nominating shareholder
and by the nominee. Nominations not made in accordance herewith shall be
disregarded by the chairman of the meeting, and upon his instructions, the
inspector of elections shall disregard all votes cast for each such
nominee. The restrictions set forth in this paragraph shall not apply to
nomination of a person to replace a proposed nominee who has died or
otherwise become unable to serve as a director between the last day for
giving notice in accordance with
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this paragraph and the date of election of directors if the procedure
called for in this paragraph was followed with respect to the nomination of
the proposed nominee.

By order of the Board of Directors

George E. Langley
President and Chief Executive Officer

April 11, 1995

YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING YOU SHOULD DATE, SIGN AND RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE
MEETING, YOU WILL BE ENTITLED TO VOTE IN PERSON IF YOU WISH.
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PROXY STATEMENT
OF

FOOTHILL INDEPENDENT BANCORP
510 SOUTH GRAND AVENUE
GLENDORA, CALIFORNIA 91741

INTRODUCTION

This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Foothill Independent Bancorp, a
California corporation (the "Company"), for use at its 1995 Annual Meeting of
Shareholders to be held on Tuesday, May 9, 1995, at 4:30 P.M., at the Glendora
Country Club located at 310 Amelia Avenue, Glendora, California, and at any
adjournment or postponement thereof (the "meeting"). It is contemplated that
this solicitation of proxies will be made exclusively by mail; however, if it
should appear desirable to do so to ensure adequate representation at the
meeting, directors, officers and employees of the Company or its wholly-owned
subsidiary, Foothill Independent Bank (the "Bank"), may communicate with
shareholders, brokerage houses and others by telephone, telegraph or in person,
to request that proxies be furnished and may reimburse banks, brokerage houses,
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
proxy materials to the beneficial owners of the shares held by them. All
expenses incurred in connection with this solicitation will be borne by the
Company.

Holders of shares of common stock of the Company ("shareholders") who
execute proxies retain the right to revoke them at any time before they are
voted. Any proxy given by a shareholder may be revoked or superseded by
executing a later dated proxy, or by giving notice of revocation to the
Secretary of the Company, 510 South Grand Avenue, Glendora, California 91741, in
writing prior to or at the meeting or by attending the meeting and voting in
person. A proxy, when executed and not so revoked, will be voted in accordance
with the instructions given in the proxy. If a choice is not specified in the
proxy, the proxy will be voted "FOR" the nominees for election of directors
named in this Proxy Statement. This Proxy Statement is first being mailed to
shareholders on or about April 11, 1995.

VOTING SECURITIES

The shares of common stock constitute the only outstanding class of voting
securities of the Company. Only the shareholders of the Company of record as of
the close of business on April 3, 1995 (the "Record Date"), will be entitled to
vote at the meeting or any adjournment or postponement thereof. As of April 3,
1995, there were 3,564,979 shares of common stock outstanding and entitled to
vote. A majority of the outstanding shares will constitute a quorum at the
Annual Meeting. Shareholders who abstain on any proposal or withhold authority
to vote on the election of directors will be counted in determining the presence
of a quorum; whereas broker non-votes will not be counted in determining the
presence of a quorum. Each shareholder is entitled to one vote for each share
held as of the Record Date, except that in the election of directors each
shareholder may cumulate his or her votes and give any one nominee a number of
votes equal to the number of directors to be elected multiplied by the number of
shares which the shareholder is entitled to vote at the meeting, or to
distribute the votes on the same principle among as many candidates as the
shareholder may choose, if (i) the name of the candidate for whom such votes are
cast has been properly placed in nomination prior to the voting, and (ii) any
shareholder has given notice at the meeting prior to voting of that
shareholder's intention to cumulate his or her votes.
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PRINCIPAL SHAREHOLDERS

Set forth below is certain information as of April 3, 1995 regarding the
number of shares of the Company's common stock owned by any person who was known
by the Company to own more than 5% of the voting securities of the Company, by
each of the executive officers of the Company named in the Summary Compensation
Table in this Proxy Statement and by all directors and executive officers as a
group:

AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- - --------------------------- ----------------------------- ---------- --------

Common Stock, no par value William V. Landecena(1) 237,235(2) 6.60%
510 South Grand Avenue
Glendora, CA 91741
Common Stock, no par value George E. Langley(3) 106,695(4) 2.96%
510 South Grand Avenue
Glendora, CA 91741
Common Stock, no par value Tom Kramer(5) 82,835(6) 2.31%
510 South Grand Avenue
Glendora, CA 91741
Common Stock, no par value Donna Miltenberger(7) 19,130(8) *
510 South Grand Avenue
Glendora, CA 91741
Common Stock, no par value All Directors and Executive 785,970(9) 20.78%
Officers of the Company
as a group (11 in number)

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* Less than 1%.

(1) Mr. Landecena is Chairman of the Board of Directors and is a director of the
Company and the Bank.

(2) Includes 29,850 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 3, 1995.

(3) Mr. Langley is President, Chief Executive Officer and a Director of the
Company and the Bank.

(4) Includes 36,750 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 3, 1995.

(5) Mr. Kramer is Executive Vice President and Secretary of the Company and the
Bank.

(6) Includes 26,250 shares of common stock subject to outstanding options
exercisable during the 60-day period ending June 3, 1995.

(7) Ms. Miltenberger is Executive Vice President and Chief Administrative
Officer of the Bank.

(8) Includes 15,750 shares of common stock subject to outstanding options
exercisable during the 60-day period ending June 3, 1995.

(9) Includes an aggregate of 215,400 shares of common stock subject to
outstanding stock options exercisable during the 60-day period ending June
3, 1995.

ELECTION OF DIRECTORS

At the 1995 Annual Meeting shareholders will vote on the election of four
Class II directors to serve on the Board of Directors for a two-year term ending
in 1997 and until their successors are elected and have been qualified. The
enclosed proxy will be voted in favor of the election to the Board of Directors
of all of the four nominees named below, unless a contrary instruction is given
in the proxy. All four of the nominees named below are incumbent directors of
the Company that were elected by the shareholders of the Company for terms that
expire in 1995. Each of the nominees named below also serve as directors of the
Bank, a wholly-owned subsidiary of the Company.

Under California law, the four nominees receiving the highest number of
votes will be elected as directors at the Annual Meeting. As a result, proxies
voted to "Withhold Authority," which will be counted, and broker non-votes,
which will not be counted, will have no practical effect. Discretionary
authority to cumulate votes

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represented by proxies is solicited by the Board of Directors because, in the
event nominations are made in opposition to the nominees of the Board of
Directors, it is the intention of the persons named as proxy holders in the
enclosed Proxy to cumulate votes represented by proxies for individual nominees
in accordance with their best judgment in order to assure the election of as
many of the nominees named below to the Board of Directors as possible.

If any nominee becomes unavailable to serve on the Board of Directors of
the Company for any reason before the election, then the enclosed proxy will be
voted for the election of such substitute nominee or nominees, if any, as shall
be designated by the Board of Directors. The Board of Directors has no reason to
believe that any of the nominees will be unavailable to serve.

The names and certain information concerning the four nominees for election
as directors are set forth below. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW. Also set forth
below is information concerning each of the other current directors with
unexpired terms who will continue in office.

DIRECTORS AND NOMINEES

SHARES OF
DIRECTOR COMMON STOCK
OF THE BENEFICIALLY
NAME, AGE COMPANY OWNED AS OF PERCENT PRINCIPAL OCCUPATION
AND POSITIONS SINCE(1) APRIL 3, 1995 OF CLASS AND BUSINESS EXPERIENCE
- - --------------------------- ------- ------------- -------- ------------------------------------------

CLASS II DIRECTOR-NOMINEES
Richard H. Barker, 60 1993 37,000(2) 1.03% For 24 years, until his retirement in June
Director of the Company 1992, Mr. Barker held various management
and the Bank positions with City National Bank in
Beverly Hills, California. His most recent
position was Senior Vice President in
charge of sales and trading in the
Investment Department.

Charles G. Boone, 72 1973 110,114(3) 3.06% Mr. Boone is, and for more than the past
Director of the Company five years has been, a private engineering
and the Bank consultant in the area of cryogenic
engineering. Prior to 1984, Mr. Boone was
affiliated with the engineering firm of
Linhardt & Associates.

William V. Landecena, 70 1973 237,235(3) 6.60% Prior to his retirement in 1981, Mr.
Chairman of the Board of Landecena had been a partner for a number
Directors and a Director of years in the Arrow Meat Company.
of the Company and the
Bank

O.L. Mestad, 72 1973 140,948(3) 3.92% Dr. Mestad is a private investor. Prior to
Director of the Company his retirement in 1983, Dr. Mestad had
and the Bank been engaged in the private practice of
dentistry for more than twenty years. From
May 1987 until May 1992, Dr. Mestad served
as Chairman of the Board of Directors of
the Company and the Bank, having been
elected to that position by the other mem-
bers of the Board of Directors.
CLASS I DIRECTORS
George E. Langley, 54 1980 106,695(4) 2.96% Mr. Langley was elected President and
President, Chief Chief Executive Officer of the Company and
Executive Officer and a the Bank effective April 1, 1992. For more
Director of the Company than the preceding five years, Mr. Langley
and the Bank served as an Executive Vice President, the
Chief Financial Officer and Secretary of
the Company and the Bank.

Earl A. Musser, 73 1973 52,013(3) 1.45% Mr. Musser retired in 1981. Prior to his
Director of the Company retirement, he held various positions with
and the Bank and also owned a dairy.

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Douglas F. Tessitor, 50 1995(5) -0- N/A Mr. Tessitor is, and since 1976 has been,
Director of the Company engaged in the insurance and financial
and the Bank planning business, marketing insurance
products and providing financial planning
services to individuals and closely held
businesses. Prior to 1976, he held manage-
ment positions with Union Bank in Los
Angeles, California and with Chase
Manhattan Bank in New York.

Max E. Williams, 50 1995(5) -0- N/A Mr. Williams is a licensed architect with
Director of the Company a Bachelor's degree in Architecture and a
and the Bank Master's degree in Urban and Regional
Planning. He is, and since 1979 has been,
the owner and president of his own
architectural firm. Prior to 1979, Mr.
Williams was employed as an architect by
independent real estate development and
architectural firms, including Lewis
Development Company and William L. Pereira
Associates. Mr. Williams also is a member,
and past president of the Inland Califor-
nia Chapter, of the American Institute of
Architects.

- - ---------------

* Less than 1%

(1) All dates are the dates when the named individuals first became directors of
the Bank, the Company's predecessor and wholly-owned subsidiary.

(2) Includes 17,250 shares subject to outstanding options exercisable during the
60-day period ending June 3, 1995.

(3) Includes 29,850 shares subject to outstanding options exercisable during the
60-day period ending June 3, 1995.

(4) Includes 36,750 shares subject to outstanding options exercisable during the
60-day period ending June 3, 1995.

(5) Messrs. Tessitor and Williams were elected as directors of the Company in
March 1995 by vote of the Board of Directors of the Company to fill two
vacancies on the Board of Directors the remaining term of which will expire
in 1996.

The Board of Directors of the Company held thirteen meetings during the
year ended December 31, 1994. Each incumbent Director attended at least 75% of
the aggregate of the number of meetings of the Board and the number of meetings
held by all committees of the Board on which he served.

There are no family relationships among any of the directors or executive
officers of the Company.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Based upon its review of the copies of reporting forms furnished to the
Company, or written representations that no annual Form 5 reports were required,
the Company believes that all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to its directors, officers and any
persons holding ten percent or more of the Company's Common Stock were satisfied
with respect to the Company's fiscal year ended December 31, 1994.

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COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Bank has established an Examining and Audit
Committee and a Personnel Committee (which functions essentially as a
compensation committee). The Board of Directors of the Company has not
established any such committees.

The Examining and Audit Committee is comprised of four directors selected
by the Board of Directors of the Bank. The members of the Examining and Audit
Committee are O. L. Mestad, Richard H. Baker, Charles G. Boone, and William V.
Landecena. The Examining and Audit Committee is authorized to handle all matters
which it deems appropriate regarding the Bank's independent accountants and to
otherwise communicate and act upon matters relating to the review and audit of
the Bank's books and records, including the scope of the annual audit and the
accounting methods and systems to be utilized by the Bank. In addition, the
Examining and Audit Committee also makes recommendations to the Board of
Directors with respect to the selection of the Bank's independent accountants.
The Examining and Audit Committee held five meetings during the year ended
December 31, 1994.

The Personnel Committee is comprised of four directors selected by the
Board of Directors of the Bank. The members of the Committee are William V.
Landecena, O. L. Mestad, Earl A. Musser and Charles G. Boone. The Personnel
Committee makes determinations with respect to compensation to be paid to the
officers and other key employees of the Bank and is responsible for establishing
compensation and fringe benefit programs for the employees of the Bank. The
Personnel Committee held four meetings during the year ended December 31, 1994.

The Company does not have a nominating committee. Instead, the Board of
Directors, as a whole, identifies and screens candidates for membership on the
Company's Board of Directors.

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10

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth compensation received for the three fiscal
years ended December 31, 1994 by the Company's Chief Executive Officer and the
other executive officers of the Company or of the Bank whose annual compensation
for 1994 exceeded $100,000 (the "Named Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------- SECURITIES ------------
NAME AND SALARY BONUS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR ($) ($)(1) OPTIONS (#) COMPENSATION
- - -------------------------------------- ---- -------- ------- ------------ ------------

George E. Langley 1994 $202,849(2) $82,306 -0- $ 16,023(3)
President and Chief Executive 1993 197,194(2) 58,685 20,000 11,589(3)
Officer of Company & Bank 1992 187,968(2) 87,967 -0- 5,234(3)

Tom Kramer 1994 142,387 66,011 -0- 9,855(4)
Executive Vice President, 1993 136,081 44,466 15,000 9,208(4)
Chief Credit Officer and 1992 131,808 49,990 -0- 3,646(4)
Secretary of Company & Bank

Tom Roberts(5) 1994 112,824 50,116 -0- 5,096(6)
Executive Vice President 1993 111,870 36,555 15,000 4,563(6)
and Cashier of the Bank 1992 -- -- -- --

Donna Miltenberger(7) 1994 124,594 57,135 -0- 3,262(8)
Executive Vice President 1993 -- -- -- --
and Chief Administrative 1992 -- -- -- --
Officer of the Bank

- - ---------------

(1) Bonuses paid to the Named Officers are pursuant to annual incentive
compensation programs established each year for all employees of the Bank,
including the Bank's executive officers. Under this program, performance
goals, relating to such matters as deposit and loan growth, improvements in
loan quality and profitability were established each year. Incentive
compensation, in the form of cash bonuses, was awarded based on the extent
to which the Bank achieved or exceeded the performance goals.

(2) Salary figures for Mr. Langley include directors' fees paid to him by the
Company and the Bank in each year presented.

(3) Includes $12,648 in above-market earnings accrued in 1994, $7,454 in 1993
and $5,234 in 1992, on compensation deferred in the years 1985 through 1988
under a deferred compensation plan in effect during that period designed to
provide retirement benefits for officers and other key management employees
(the "1985 Deferred Compensation Plan") and $3,375 in employer contributions
to the Company's 401(k) Plan (the "401k Plan") in 1994 and $4,135 in 1993.

(4) Includes $6,480 in above-market earnings accrued in 1994, $5,153 in 1993 and
$3,646 in 1992, on compensation deferred in 1985 through 1989 by Mr. Kramer
under the 1985 Deferred Compensation Plan and $3,375 in employer
contributions to the 401k Plan in 1994 and $4,055 in 1993.

(5) Mr. Roberts became Executive Vice President and Cashier of the Bank in
January 1993 and, as a result, compensation information is set forth for
1993 and 1994 only. Mr. Roberts resigned his employment with the Bank on
February 28, 1995.

(6) Includes $2,160 in above-market earnings accrued in 1994 and $1,996 in 1993
on compensation deferred in 1985 through 1989 by Mr. Roberts under the 1985
Deferred Compensation Plan and $2,936 in employer contributions to the 401k
Plan in 1994 and $2,567 in 1993.

(7) Ms. Miltenberger was elected as an executive officer of the Bank in March
1994. Accordingly, compensation information is included only for the year
ended December 31, 1994.

(8) Includes $3,262 in employer contributions to the 401k Plan in 1994.

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OPTION GRANTS

There were no grants of stock options in fiscal 1994 to any of the Named
Officers.

Option Exercises. The following table provides information on option
exercises in fiscal 1994 by the Named Officers and the value of unexercised
in-the-money options held by the Named Officers as of December 31, 1994.

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END(#) AT FY-END($)(1)
SHARES ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------- --------------- ----------- ----------- ------------- ----------- -------------

George E. Langley -- -- 36,750 -- $45,208 --
Tom Kramer -- -- 26,250 -- $30,702 --
Tom Roberts(2) 2,100 $ 7,375 15,750 -- $ 5,072 --
Donna Miltenberger -- -- 15,750 -- $23,567 --

- - ---------------

(1) The average of the high and low prices of the Company's common stock on
December 31, 1994 on the NASDAQ National Market was $8.75.

(2) Mr. Roberts resigned his employment with the Bank on February 28, 1995.

Employment Agreements. Under an employment agreement which became effective
April 1, 1995 and replaces a prior employment agreement that expired on March
31, 1995, Mr. Langley is employed as the Bank's President and Chief Executive
Officer for a three-year term expiring March 31, 1998. Under that agreement, Mr.
Langley receives a base annual salary of $200,000 and is entitled to participate
in any bonus or incentive compensation programs and other employee benefit plans
generally made available to executives and key employees of the Bank. The Bank
also has agreed to furnish Mr. Langley with the use of an automobile and to
provide him with certain supplemental insurance benefits. Under the employment
agreement, the Bank may terminate Mr. Langley's employment at any time without
cause. In the event of such a termination, or a termination by Mr. Langley of
his employment due to a reduction in his compensation or the scope of his
authority or duties following either a merger or consolidation of the Company or
the Bank in which the Company or the Bank is not the surviving entity or a sale
of substantially all of the assets of the Company or the Bank, Mr. Langley's
salary, bonuses and other benefits would be continued for a period of three
years measured from the March 31 immediately preceding such termination. If, on
the other hand, Mr. Langley voluntarily resigns his employment within 12 months
following such a change in ownership, although there has been no change in his
compensation or the scope of his authority or duties, his salary, bonuses and
benefits would be continued for a period of twelve months following such
resignation. In the event of Mr. Langley's death or disability while employed as
the Bank's President and Chief Executive Officer, salary and bonuses shall
cease, but the Bank will be obligated to continue the dependent health and
dental insurance coverage for Mr. Langley's wife and children for a period of
three years thereafter in the event of Mr. Langley's death or one year
thereafter in the event of his disability.

The Bank also has agreements with Mr. Kramer and Ms. Miltenberger which
entitle each of them to receive a full year's compensation if they are
terminated or their compensation or job responsibilities are reduced following
either a merger or consolidation of the Company or the Bank in which the Company
or the Bank is not the surviving entity or a sale of substantially all of the
assets of the Company or the Bank.

Directors' Fees. During fiscal 1994, the Bank paid the Chairman of the
Board of Directors $1,950 per month and each other director, including Mr.
Langley, $1,550 per month in directors' fees for services and attendance at
Board and committee meetings, and each director received $454 per month as
reimbursement for health insurance premiums.

Deferred Compensation Plans. Effective January 1, 1985, the Bank adopted
the 1985 Deferred Compensation Plan, a voluntary unfunded deferred compensation
plan, which permitted selected full-time,

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12

salaried employees of the Bank to defer receipt of a portion of their annual
salaries and bonuses during a four-year period ended December 31, 1988. The 1985
Deferred Compensation Plan was established to attract and retain key employees
and directors by providing them with supplemental retirement benefits in amounts
based on the amount of salary or director fees deferred annually over that
four-year period and the participant's age at the time of participation. A total
of 19 employees, including Messrs. Langley, Kramer and Roberts, participated in
the 1985 Deferred Compensation Plan. The 1985 Deferred Compensation Plan is
administered by a committee of the Board of Directors of the Bank. Participants
were entitled to defer $1,200 or more of their annual compensation, over the
four-year period, and will be entitled to receive supplemental retirement or
survivor benefit payments over a ten-year period. Such supplemental benefits
will be payable by the Bank. The benefit payments are not subject to any
reduction for Social Security benefits or other offset amounts.

The Bank has purchased life insurance on employees participating in the
1985 Deferred Compensation Plan in amounts that, in the aggregate, are expected,
on an actuarial basis, to fund all of its future obligations under this plan.
The Bank is the owner and sole beneficiary of all such life insurance. Thus, no
direct allocation of cost is made to any one employee and no amount attributable
to the expenses of the 1985 Deferred Compensation Plan is included in the
Summary Compensation Table set forth above. Interest on amounts in each
participant's account accrues at an annual fixed rate, and benefits are paid
monthly over the ten years following a participant's retirement at age 65. It is
estimated that, under this Plan, Mr. Langley will receive approximately $127,500
per year over the ten-year period following his retirement, Mr. Kramer will
receive approximately $140,000 per year for ten years following his retirement
and Mr. Roberts will receive approximately $40,000 per year for ten years
following his retirement.

Under a deferred compensation plan presently in effect, officers and other
key employees are entitled, prior to the beginning of each fiscal year, to elect
to defer a portion of their annual salary in the upcoming year under annually
established unfunded deferred compensation programs designed to provide for each
participating employee a supplemental retirement benefit in an amount based on
the salary deferred and earnings thereon.

Certain Transactions. The Bank has had, and in the future expects to have,
banking transactions in the ordinary course of its business with directors,
principal shareholders and their associates, including the making of loans to
directors and their associates. Such loans and other banking transactions are
made on the same terms, including interest rates and collateral securing the
loans, as those prevailing at the time for comparable transactions with
unaffiliated persons. In addition, such loans are made only if they do not
involve more than the normal risk of collectibility and do not present other
unfavorable features. The largest aggregate amount of loans which the Bank had
outstanding to directors and executive officers of the Bank and their associates
during the fiscal year ended December 31, 1994 was approximately $2,428,400
which represented 9.04% of the Bank's equity capital at December 31, 1994.
During 1994, approximately $2,170,000 of those loans, which had been made in
years prior to 1994 to businesses that are affiliated with a former director of
the Company, became delinquent. The Bank has completed foreclosure proceedings
with respect to one of the loans, acquiring the real property that secured the
loan, and has recognized for financial reporting purposes a loss on those loans
of approximately $230,000. The Bank believes it has adequate collateral security
from which to recover the balance of the loans.

REPORT OF PERSONNEL COMMITTEE

The Personnel Committee is responsible for approving, and evaluating the
efficacy of, compensation policies and programs for the Bank, which employs all
of the Company's executive officers, and for making determinations regarding the
compensation of the Company's executive officers, subject to review by the full
Board of Directors. In fiscal 1994 the members of the Personnel Committee were
William V. Landecena, O. L. Mestad, Earl A. Musser and Charles G. Boone, all of
whom are non-employee Directors of the Company and the Bank.

The following report is submitted by the Personnel Committee members with
respect to the executive compensation policies established by the Personnel
Committee and approved by the Board of Directors of the Bank and the
compensation of executive officers in fiscal 1994.

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COMPENSATION POLICIES AND OBJECTIVES

In adopting, and also evaluating the effectiveness of, compensation
programs for executive officers, as well as other employees of the Bank, the
Personnel Committee is guided by three basic principles:

- The Company and the Bank must be able to attract and retain
highly-qualified and experienced banking professionals with proven
performance records.

- Executive cash compensation in excess of base annual salaries should be
primarily dependent on the Bank's performance, measured in terms of
profitability, asset growth and asset quality.

- The financial interests of the Company's senior executives should be
aligned with the financial interests of the shareholders, primarily
through stock option grants which reward executives for improvements in
the market performance of the Company's common stock.

Attracting and Retaining Executives and Other Key Employees. There is
substantial competition among banks and other financial institutions and service
organizations for qualified banking professionals. In order to retain executives
and other key employees, and to attract additional well-qualified banking
professionals when the need arises, the Company strives to offer salaries and
health care, retirement and other employee benefit programs to its executives
and other key employees which are competitive with those offered by other
financial institutions and service organizations in California.

In establishing salaries for executive officers, the Personnel Committee
reviews (i) the historical performance of the executives; and (ii) available
information regarding prevailing salaries and compensation programs at banks and
other financial organizations which are comparable, in terms of asset-size,
capitalization and performance, to the Bank. Another factor which is considered
in establishing salaries of executive officers is the cost of living in Southern
California, which generally is higher than in other parts of the country.

In addition, the Bank has followed the practice of entering into multi-year
employment agreements with its chief executive officer. Such agreements serve to
assure continuity in that position and to deter competing banks from attempting
to hire away the Bank's chief executive officer.

In March 1995, the Bank entered into a new three year employment agreement
with George Langley, the Company's Chief Executive Officer, which extends his
employment for three years to March 31, 1998. Under that employment agreement,
Mr. Langley's base annual salary is $200,000, the amount of which was determined
based on prevailing salaries being paid by financial institutions in Southern
California to chief executives with experience comparable to Mr. Langley's, Mr.
Langley's long tenure with the Bank for which he has served as an executive
officer since 1976, and the continuity and stability of management that Mr.
Langley's retention as Chief Executive Officer provides to both the Company and
the Bank.

Performance-Based Compensation. The Personnel Committee believes that
payment of compensation in excess of a senior executive's base salary should be
made dependent on the level of profitability achieved by the Bank and its
comparative performance as measured against the performance of other banking
institutions of comparable size in Northern and Southern California ("Peer-Group
Banks").

The Personnel Committee has identified several performance factors which
affect a bank's profitability and which the Personnel Committee believes are
important to the enhancement of shareholder values. These include asset growth;
the quality and collectibility of the Bank's assets, which consist primarily of
loans and investment securities; the volume and mix of deposits, which affect
the Company's net interest margin or "spread" and also its fee income; and the
level of non-interest expense. On the basis of evaluations of the prior year's
operations, economic and market conditions in the Bank's service areas and
management and outside consultant reports, at the beginning of each fiscal year
the Board of Directors establishes annual performance goals for the Bank in each
of these areas, and weights these performance factors in terms of their
anticipated impact on the Bank's earnings, and also establishes an earnings goal
for the year. As a general rule, the performance goals that are established
require that the Bank achieve a level of profitability in excess of at least the
average profitability achieved by the Peer-Group Banks as a condition to the
payment of any bonuses to senior executives. If that condition is satisfied, a
percentage (determined by the Personnel Committee at the beginning of the fiscal
year) of the higher-than-average earnings achieved by the Bank are set aside as
a pool from which bonuses are paid. The amount of the bonuses that are paid from
that pool, in turn, is based on the

9
14

extent to which the Bank has achieved or exceeded the goals in each of the
performance areas described above.

As a result of these performance-based bonus programs, as a general rule
executive compensation will be higher and the proportion of each executive's
total cash compensation that is represented by incentive or bonus compensation
will increase in those years when performance goals are exceeded. In 1994, the
Bank's performance, in terms of several measures, exceeded the Bank's
performance in 1993. As a result, in 1994 bonus compensation represented 31.9%
of Mr. Langley's total cash compensation, as compared to 22.9% in 1993, 27.5% of
Mr. Kramer's total cash compensation as compared to 25.3% in 1993 and 30.8% of
Mr. Roberts' total cash compensation as compared to 24.6% in 1993.

Stock Programs. In order to align the financial interests of senior
executives and other key employees with those of the shareholders, the Company
grants stock options to its senior executives and other key employees on a
periodic basis. Stock option grants reward senior executives and other key
employees for performance that results in improved market performance of the
Company's stock, which directly benefits all shareholders. Generally, the number
of shares included in each stock option grant is determined based on an
evaluation of the executive's importance to the future performance of the Bank.
As a result, as a general rule, the more senior the executive, the greater the
number of option shares that are awarded. In addition, in 1993 the Bank
established a 401(k) Plan in which all employees, including executive officers,
may participate. Under this plan, employees may make contributions which they
may elect to have invested in Company common stock. In addition, the Company
makes matching contributions of up to 4% of amounts contributed by participants,
with shares of common stock. Each of the named officers participated in this
plan in 1994.

William V. Landecena
O.L. Mestad
Earl A. Musser
Charles G. Boone

Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the foregoing Report, and
the performance graph on page 11 shall not be incorporated by reference into any
such filings.

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15

COMPANY PERFORMANCE

The following graph shows a five-year comparison of cumulative total
returns for the Company, the S&P 500 composite index and an index of peer group
companies published in the Montgomery Securities Western Bank Monitor.

COMPARISON OF CUMULATIVE TOTAL RETURN

FOOTHILL
MEASUREMENT PERIOD INDEPENDENT PEER GROUP
(FISCAL YEAR COVERED) BANCORP S&P 500 COMPANIES
--------------------- ----------- ------- ----------

1989 100 100 100
1990 62.16 93.44 87.13
1991 74.28 118.02 72.95
1992 90.38 123.29 71.41
1993 133.72 131.99 84.59
1994 132.65 129.96 95.48

SOURCE: MONTGOMERY SECURITIES Western Bank Monitor

The total cumulative return on investment (change in the period-end stock
price plus reinvested dividends) for each of the periods for the Company, the
S&P composite index and the peer group companies is based on the stock price or
composite index at the end of fiscal 1989.

The graph above compares the performance of the Company with that of (i)
the S&P 500 composite index and (ii) an index, published in the Montgomery
Securities Western Bank Monitor, which is made up of 16 independent banks and
bank holding companies, including the Company, that are based and conduct
business entirely or primarily in Southern California.

INDEPENDENT PUBLIC ACCOUNTANTS

Vavrinek, Trine, Day & Company, who were the Company's independent
accountants for the fiscal year ended December 31, 1994, have been selected by
the Board of Directors as the Company's independent accountants for the fiscal
year ending December 31, 1995. A representative of Vavrinek, Trine, Day &
Company will attend the meeting, will have an opportunity to make a statement
and will be available to respond to appropriate questions.

SHAREHOLDER PROPOSALS

Any shareholder desiring to submit a proposal for action at the 1995 Annual
Meeting of Shareholders and presentation in the Company's Proxy Statement with
respect to such meeting should arrange for such proposal to be delivered to the
Company at its principal place of business no later than December 13, 1995.
Matters pertaining to such proposals, including the number and length thereof,
eligibility of persons entitled to have such proposals included and other
aspects are regulated by the Securities Exchange Act of 1934, Rules and
Regulations of the Securities and Exchange Commission and other laws and
regulations to which interested persons should refer.

11
16

OTHER MATTERS

Management is not aware of any other matters to come before the meeting. If
any other matter not mentioned in this Proxy Statement is brought before the
meeting, the proxy holders named in the enclosed Proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.

By Order of the Board of Directors

George E. Langley
President

April 11, 1995

The Annual Report to Shareholders of the Company for the fiscal year ended
December 31, 1994 has been mailed to all shareholders of record as of April 3,
1995. The Annual Report is not to be regarded as proxy soliciting material or as
a communication by means of which any solicitation is to be made.

COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 WILL BE
PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY,
FOOTHILL INDEPENDENT BANCORP, 510 SOUTH GRAND AVENUE, GLENDORA, CALIFORNIA
91741.

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17
PROXY

FOOTHILL INDEPENDENT BANCORP
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF THE SHAREHOLDERS
MAY 9, 1995

The undersigned hereby nominates, constitutes and appoints William V.
Landecena, O. L. Mestad and George E. Langley, and each of them individually,
the attorney, agent and proxy of the undersigned, with full power of
substitution, to vote all stock of FOOTHILL INDEPENDENT BANCORP which the
undersigned is entitled to represent and vote at the 1995 Annual Meeting of
Shareholders of the Company to be held at the Glendora Country Club, 310 Amelia
Avenue, Glendora, California, on May 9, 1995, at 4:30 p.m., and at any and all
adjournments thereof, as fully as if the undersigned were present and voting at
the meeting, as follows:

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND RETURN
THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.

IMPORTANT - PLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
18
--------------
COMMON [X]
Please mark
your votes
as this

THE DIRECTORS RECOMMEND A VOTE "FOR" ITEM 1

1. ELECTION OF DIRECTORS:

Election of the following nominees as Class II directors for a two-year term:

Richard H. Barker, Charles G. Boone, William V. Landecena and O. L. Mestad

(INSTRUCTIONS: To withhold authority to vote for any nominee, print that
nominee's name in the space provided below.)

_______________________________________________________________

FOR ALL
NOMINEES WITHHOLD
LISTED BELOW AUTHORITY
(EXCEPT AS TO VOTE FOR
MARKED TO THE ALL NOMINEES
CONTRARY BELOW) LISTED BELOW
[ ] [ ]

I will attend meeting [ ]

2. IN THEIR DISCRETION, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER ON THE REVERSE SIDE. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL
BE VOTED "FOR" THE ELECTION OF THE DIRECTORS NAMED ON THE REVERSE SIDE OF THIS
PROXY. THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO CUMULATE VOTES FOR ANY AND
ALL OF THE NOMINEES FOR ELECTION OF DIRECTORS FOR WHICH AUTHORITY TO VOTE HAS
NOT BEEN WITHHELD.

Date ______________________, 1995

_________________________________
(Signature of shareholder)

Please sign your name exactly as it appears hereon. Executors, administrators,
guardians, officers of corporations, and others signing in a fiduciary capacity
should state their full titles as such.