EXHIBIT 4.1


                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

         This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "Amendment"),  dated
as of January 4, 2002,  amends the Rights  Agreement  (the "Rights  Agreement"),
dated as of November 8, 1996,  between Civic BanCorp,  a California  corporation
(the "Company") and Mellon Investor Services, LLC (formerly known as ChaseMellon
Shareholder  Services,  L.L.C.) (the "Rights Agent").  Certain capitalized terms
used  herein are  defined in the Rights  Agreement  unless  otherwise  specified
herein.

         WHEREAS,  pursuant to Section 27 of the Rights Agreement,  the Board of
Directors of the Company (the "Board") may from time to time supplement or amend
the Rights Agreement without the approval of any holders of Right  Certificates;
provided,  however,  that from and after  such time as any  Person has become an
Acquiring Person,  the Rights Agreement shall not be amended in any manner which
would adversely affect the interests of the holders of Rights Certificates;

         WHEREAS,  as of the date of this  Amendment,  no Person  has  become an
Acquiring Person;

         WHEREAS,  the Company wishes to amend the Rights Agreement to eliminate
the redemption  provisions  therein and to provide for termination of the Rights
at the election of the Board;

         NOW, THEREFORE,  in accordance with Section 27 of the Rights Agreement,
the Company and the Rights Agent agree as follows:

         1. The second full paragraph of the Rights  Agreement  shall be amended
to delete  the word  "Redemption"  and to insert the word  "Termination"  in its
place.

         2.  Section  1(p) shall be amended  and  restated  in its  entirety  as
follows:

         "(p) Reserved."

         3. Section 1(v), the  definition of "Trading Day",  shall be renumbered
Section 1(w) but shall otherwise be unchanged.

         4. Section 1(w), the definition of "Trigger Event", shall be renumbered
Section 1(x) but shall otherwise be unchanged.

         5. A new Section 1(v) shall be inserted as:

         "(v)  "Termination  Date" shall have the meaning set forth in Section 7
hereof."

         6. Section 3(b) shall be amended to delete the word "Redemption" in the
third sentence of that  subsection and to insert the word  "Termination"  in its
place.


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         7. Section 3(c) shall be amended to delete the word "Redemption" in the
first sentence of that  subsection and to insert the word  "Termination"  in its
place.

         8. Section 3(c) shall be amended to add the words, ", as amended" prior
to the parenthetical  phrase "(the "Rights Agreement")" in the first sentence to
the legend set forth in that subsection.

         9.  Section 6 shall be amended to delete the word  "Redemption"  in the
first sentence of that  subsection and to insert the word  "Termination"  in its
place.

         10. Section 7(a) of the Rights  Agreement shall be amended and restated
in its entirety as follows:

               "(a) The registered  holder of any Right Certificate may exercise
          the Rights evidenced thereby (expect as otherwise  provided herein) in
          whole  or in  part  at any  time  after  the  Distribution  Date  upon
          surrender  of the  Right  Certificate,  with the form of  election  to
          purchase on the reverse  side  thereof  duly  executed,  to the Rights
          Agent at the  principal  office of the  Rights  Agent,  together  with
          payment  of  the  Purchase  Price  for  each  one  one-hundredth  of a
          Preferred  Share as to which the Rights are exercised,  at or prior to
          the  earliest of (i) the close of business on October 31,  2006,  (the
          "Final  Expiration  Date"),  (ii)  the time at which  the  Rights  are
          terminated as provided in Section 23 hereof (the "Termination  Date"),
          or (iii) the time at which such  Rights are  exchanged  as provided in
          Section 24 hereof."

         11.  Section 23 of the Rights  Agreement is restated in its entirety as
follows:

          "Section 23. TERMINATION

               (a) The Board of Directors of the Company may, at its option,  at
          any time prior to such time as any Person becomes an Acquiring Person,
          elect to  terminate  the  Rights  without  any  payment  to any holder
          thereof.

               (b) Immediately  upon the action of the Board of Directors of the
          Company electing to terminate the Rights (or, if the resolution of the
          Board of Directors  electing to terminate  the Rights  states that the
          termination  will not be effective until the occurrence of a specified
          future  time or event,  upon the  occurrence  of such  future  time or
          event),  without any further  action and without any notice,  provided
          that the  Company  gives  written  notice of such  termination  to the
          Rights Agent, the right to exercise the Rights will terminate and each
          Right,  whether or not previously  exercised,  will thereafter be null
          and void."

         12.  The  legend  at the  top of  the  front  of  the  form  of  Rights
Certificate  attached as Exhibit B to the Rights  Agreement shall be amended and
restated in its entirety as follows:


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          "NOT  EXERCISABLE  AFTER  OCTOBER  31,  2006 OR  EARLIER  IF
          TERMINATION  OR EXCHANGE  OCCURS.  THE RIGHTS ARE SUBJECT TO
          TERMINATION  AND TO  EXCHANGE  ON THE TERMS SET FORTH IN THE
          RIGHTS AGREEMENT."

         13. The form of Rights Certificate shall be amended to add the words ",
as amended"  prior to the words  "(the  "Rights  Agreement")"  in the first full
paragraph on the front of the form.

         14. The  fourth  full  paragraph  of the  Rights  Certificate  shall be
amended and restated in its entirety as follows:

          "Subject  to the  provisions  of the Rights  Agreement,  the
          Rights  evidenced by this  Certificate (i) may be terminated
          by the Company or (ii) may be exchanged in whole or part for
          Preferred Shares or shares of the Company's Common Stock, no
          par value."

         15.  Except as  specifically  amended  by this  Amendment,  all  terms,
conditions and provisions of the Rights Agreement shall remain in full force and
effect.

         16.  THIS  AMENDMENT  TO THE RIGHTS  AGREEMENT  SHALL BE DEEMED TO BE A
CONTRACT  MADE UNDER THE LAWS OF THE STATE OF  CALIFORNIA  AND FOR ALL  PURPOSES
SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF SUCH STATE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.

         17. This  Amendment may be executed in any number of  counterparts  and
each of such  counterparts  shall for all  purposes be deemed to be an original,
and all  such  counterparts  shall  together  constitute  but  one and the  same
instrument.


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.

                                       CIVIC BANCORP


                                       By: /s/ Herbert C. Foster
                                           ------------------------------------
                                           Name:  Herbert C. Foster
                                           Title: President and Chief Executive
                                                  Officer


                                       RIGHTS AGENT

                                       MELLON INVESTOR SERVICES LLC
                                       (formerly known as CHASEMELLON
                                       SHAREHOLDER SERVICES, L.L.C.)


                                       By: /s/ William A. Dougherty
                                           ------------------------------------
                                           Name:  William A. Dougherty
                                           Title: Assistant Vice President