PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS:
CENTRAL COAST BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)

See notes to Consolidated Condensed Financial Statements

CENTRAL COAST BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

See Notes to Consolidated Condensed Financial Statements

CENTRAL COAST BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

See Notes to Consolidated Condensed Financial Statements

CENTRAL COAST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2004 (Unaudited)

NOTE 1. BASIS OF PRESENTATION AND CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly Central Coast Bancorp’s (the “Company’s”) consolidated financial position at March 31, 2004, the results of operations and cash flows for the three month periods ended March 31, 2004 and 2003.

Certain disclosures normally presented in the notes to the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. These interim consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2003 Annual Report to Shareholders. The results of operations for the three-month periods ended March 31, 2004 and 2003 may not necessarily be indicative of the operating results for the full year.

In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses.

Management has determined that since all of the commercial banking products and services offered by the Company are available in each branch of the Community Bank of Central California, its bank subsidiary (the “Bank”), all branches are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment.

Stock dividend — On January 26, 2004, the Board of Directors declared a 10% stock dividend, which was distributed on February 27, 2004, to shareholders of record as of February 12, 2004. All earnings per share data and share data related to the stock option information have been retroactively adjusted to reflect the stock dividend.

NOTE 2. STOCK COMPENSATION

The Company accounts for its stock-based awards using the intrinsic value method in accordance with Accounting Principles Board No. 25, Accounting for Stock Issued to Employees and its related interpretations. No compensation expense has been recognized in the financial statements for employee stock arrangements, as the Company’s stock option plans provide for the issuance of options at a price of no less than the fair market value at the date of the grant. Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, requires the disclosure of pro forma net income and earnings per share had the Company adopted the fair value method of accounting for stock-based compensation. Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company’s calculations were made using the Black-Scholes option pricing model with the following assumptions: expected life, four years following vesting; average stock volatility of 16.1% for 2004 and 2003; risk free interest rates ranging from 2.77% to 6.57% for 2004 and 2.77% to 3.55% for; and no dividends during the expected term for 2004 and 2003. The Company’s calculations are based on a multiple option valuation approach and forfeitures are recognized as they occur.

A summary of the pro forma effects to reported net income and earnings per share as if the Company had elected to recognize compensation cost based on the fair value of the options granted at grant date as prescribed by SFAS No. 123 is as follows.

NOTE 3. COMMITMENTS AND CONTINGENCIES

The Company is involved in certain legal actions arising from normal business activities. Except as discussed below, management believes the ultimate resolution of all other pending legal actions will not have a material effect on the financial statements.

Approximately $9.0 million of loans recorded as nonperforming loans at March 31, 2004 pertains to loans for a commercial/retail redevelopment project in the City of King. Details of these loans have been disclosed on Forms 8-K and Forms 10-Q filed with the Securities and Exchange Commission (SEC) during 2003 as reflected in Form 10-K for the period ended December 31, 2003, filed with the SEC on March 1, 2004.

In addition to the foregoing, the Bank filed an appeal on January 18, 2004, to reverse an order issued by the Court on December 16, 2003, requiring the Bank to pay the attorneys’ fees and costs incurred by the City of King in connection with the litigation.

On February 26, 2004, the developer of the redevelopment project in the City of King described above, filed a petition for bankruptcy relief under Chapter 7 of the United States Bankruptcy Code. The effect of the filing by the developer is uncertain; however, it is currently anticipated that the filing will not have an adverse effect on the Bank related to the CD secured loan in the approximate amount of $4.4 million. The bankruptcy petition may delay the Bank’s ability to foreclose its first deed of trust securing the real estate secured $4.6 million loan and its fourth deed of trust, which in addition to the disputed certificate of deposit discussed in prior filings, secures the $4.4 million loan. The petition does not, however, dispute the Bank’s secured claim related to either loan.

The outcome of this dispute continues to be uncertain at the present time; however, the Bank intends to vigorously defend its rights in respect of the certificate of deposit on appeal of the Judgment.

In the normal course of business there are various commitments outstanding to extend credit which are not reflected in the financial statements, including loan commitments of approximately $258,773,000 and standby letters of credit of approximately $9,301,000 at March 31, 2004. However, all such commitments will not necessarily culminate in actual extensions of credit by the Company.

Approximately $36,740,000 of loan commitments outstanding at March 31, 2004 relate to real estate construction loans that are expected to fund within the next twelve months. The remaining commitments primarily relate to revolving lines of credit or other real estate or commercial loans, and many of these commitments are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. Each potential borrower and the necessary collateral are evaluated on an individual basis. Collateral varies, but may include real property, bank deposits, debt or equity securities or business assets.

Stand-by letters of credit are commitments written to guarantee the performance of a customer to a third party. These guarantees are issued primarily relating to purchases of inventory by commercial customers and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to customers and accordingly, evaluation and collateral requirements similar to those for loan commitments are used. Virtually all such commitments are collateralized.

NOTE 4. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised and converted into common stock.

There was no difference in the numerator used in the calculation of basic earnings per share and diluted earnings per share. The denominator used in the calculation of basic earnings per share and diluted earnings per share for each of the three-month periods ended March 31 is reconciled and basic and diluted earnings per share are calculated as follows:

There were 15,000 and 7,260 option shares in the first quarter ended March 31, 2004 and 2003, respectively, considered to be antidilutive and therefore omitted from the above calculations of diluted earnings per share.

NOTE 5. COMPREHENSIVE INCOME

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to the historical information contained herein, this report on Form 10-Q contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Changes to such risks and uncertainties, which could impact future financial performance, include, among others, (1) competitive pressures in the banking industry; (2) changes in the interest rate environment; (3) general economic conditions, nationally, regionally and in operating market areas, including a decline in real estate values in the Company’s market areas; (4) the effects of terrorism, the threat of terrorism or the impact of military conflicts; (5) changes in the regulatory environment; (6) changes in business conditions and inflation; (7) changes in securities markets; (8) data processing compliance problems; (9) variances in the actual versus projected growth in assets; (10) return on assets; (11) loan losses; (12) expenses; (13) rates charged on loans and earned on securities investments; (14) rates paid on deposits; and (15) fee and other noninterest income earned, as well as other factors. This entire report should be read to put such forward-looking statements in context. To gain a more complete understanding of the uncertainties and risks involved in the Company’s business this report should be read in conjunction with Central Coast Bancorp’s annual report on Form 10-K for the year ended December 31, 2003 and Form 8-K current reports.

Critical Accounting Policies

General

Central Coast Bancorp’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. We use historical loss factors as one factor in determining the inherent loss that may be present in our loan portfolio. Actual losses could differ significantly from the historical factors that we use. Other estimates that we use are related to the expected useful lives of our depreciable assets. In addition GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting. (1) Statement of Financial Accountings Standards (“SFAS”) No. 5 “Accounting for Contingencies,” which requires that losses be accrued when they are probable of occurring and estimable and (2) SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

Our allowance for loan losses has three basic components: the formula allowance, the specific allowance and the unallocated allowance. Each of these components is determined based upon estimates that can and do change when the actual events occur. The formula allowance uses an historical loss view as an indicator of future losses and as a result could differ from the loss incurred in the future. However, since this history is updated with the most recent loss information, the errors that might otherwise occur are mitigated. The specific allowance uses various techniques to arrive at an estimate of the expected loss. Historical loss information and fair market value of collateral are used to estimate those losses. The use of these values is inherently subjective and our actual losses could be greater or less than the estimates. The unallocated allowance addresses losses that are attributable to various factors including economic events, industry or geographic sectors whose impact on the portfolio have occurred, but have yet to be recognized in either the formula or specific allowances. For further information regarding our allowance for loan losses, see “Allowance for Loan Losses” discussion later in this Item.

Stock Based Awards

The Company accounts for its stock based awards using the intrinsic value method in accordance with Accounting Principles Board (“APB”) Opinion No. 25 and related interpretations. Since the Company’s stock option plan provides for the issuance of options at a price of no less than the fair market value at the date of the grant, no compensation expense has been recognized in the financial statements.

Business Organization

Central Coast Bancorp (the “Company”) is a California corporation organized in 1994, and is the parent company for Community Bank of Central California, a state-chartered bank, headquartered in Salinas, California (the “Bank”). Its investment in the Bank comprises the major business activity of the Company. Upon prior notification to the Board of Governors of the Federal Reserve System (“Board of Governors”), the Company is authorized to engage in a variety of activities, which are deemed closely related to the business of banking. The Company is engaged in certain lending activities related to the purchase of certain tax advantaged loans from the Bank.

The Bank offers a full range of commercial banking services, including a diverse range of traditional banking products and services to individuals, merchants, small and medium-sized businesses, professionals and agribusiness enterprises. Its principal markets are located in the counties of Monterey, San Benito, Santa Clara and Santa Cruz, which are in the central coast area of California.

Overview

Central Coast Bancorp reported record quarterly net income of $3,192,000 for the first quarter of 2004. Net income increased 7.5% over the $2,969,000 reported in the first quarter of 2003. Diluted earnings per share for the first quarter of 2004 increased 7.7% to $0.28 from $0.26 in the prior year period. All earnings per share and applicable share data for the 2003 quarter have been adjusted for the 10% stock dividend distributed in February 2004.

The annualized return on average equity (ROAE) and a return on average assets (ROAA) were 14.0% and 1.27%, as compared to 15.1% and 1.33% for the same period in 2003.

During the first quarter of 2004, the Company experienced a slight contraction in assets, as total assets decreased $16,618,000 (1.6%) to $1,021,222,000 from the 2003 year-end balance. On a year-over-year basis total assets increased $86,556,000 (9.3%) from the $934,666,000 balance at March 31, 2003. At the end of the first quarter of 2004, total loans were $774,525,000, a decrease of $8,216,000 (1.1%) from year-end, but an increase of $55,862,000 (7.8%) on a year-over-year basis. Deposits decreased $20,524,000 (2.2%) in the first quarter of 2004 to $917,586,000 from the 2003 year end balance. Deposits increased $76,825,000 (9.1%) on a year-over-year basis from March 31, 2003 to March 31, 2004.

At March 31, 2004, nonperforming assets totaled $10,520,000, a slight increase of $79,000 from the December 31, 2003 balance of $10,441,000. The two loans related to the King City redevelopment project accounted for approximately $9.0 million of the total. (For additional information see Note 3 to the consolidated condensed financial statements — Commitments and Contingencies, Nonaccrual, Past Due, Restructured Loans and Other Real Estate Owned section of this MD& A and Part II Items 1 and 6 (b)).

As part of our ongoing strategy to expand the Bank’s base within its market area, the Bank is preparing to open its thirteenth branch in the City of Santa Cruz in June 2004.

Central Coast Bancorp ended the first quarter of 2004 with a Tier 1 capital ratio of 10.8% and a total risk-based capital ratio of 12.0% compared to 10.2% and 11.5% at the end of the first quarter of 2003.

Within the Management’s Discussion and Analysis, interest income, net interest income, net interest margin and the efficiency ratio are presented on a fully taxable equivalent basis (“FTE”). These items have been adjusted to give effect to $272,000 and $281,000 in taxable equivalent interest income on tax-free investments in the three-month periods ending March 31, 2004 and 2003.

The following table provides a summary of the major elements of income and expense for the periods indicated.

Interest on tax-free securities is reported on a tax equivalent basis

Net interest income / net interest margin

Net interest income, the difference between interest earned on loans and investments and interest paid on deposits and other borrowings, is the principal component of the Company’s earnings. The following table provides a summary of the components of net interest income and the changes within the components for the periods indicated. The second table sets forth a summary of the changes in interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates (rate) for the periods indicated.

Loan interest income includes fee income of $380,000 and $433,000 for the three month periods ended March 31, 2004 and 2003, respectively.

Includes the average allowance for loan losses of $16,594,000 and $15,294,000 and average deferred loan fees of $1,115,000 and $977,000 for the three months ended March 31, 2004 and 2003, respectively.

Net interest margin is computed by dividing net interest income by the total average earning assets.

Volume/Rate Analysis

Loan interest income includes fee income of $380,000 and $433,000 for the three month periods ended March 31, 2004 and 2003, respectively.

The average balance of non-accruing loans is not significant as a percentage of total loans and, as such, has been included in net loans.

Includes taxable-equivalent adjustments that relate to income on certain securities that is exempt from federal income taxes. The effective federal statutory tax rate was 35% for 2004 and 2003.

The rate / volume variance has been included in the rate variance.

Net interest income for the first quarter of 2004 was $10,349,000, an increase of $929,000 (9.9%) from first quarter of 2003. Interest income increased while interest expense decreased in the first quarter of 2004 over the year earlier period. Interest income for the first quarter of 2004 was $13,065,000, an increase of $577,000 (4.6%) from the first quarter of 2003. The average balance of earning assets in the first quarter of 2004 was $941,082,000, which was an increase of $99,323,000 (11.8%) over the prior year first quarter. The average balance of loans, taxable investments and Federal funds sold increased with only tax-exempt securities having a slight decrease. The higher balances in the earning assets increased interest income $1,222,000 in the quarter. A little more than half of that increase was offset by lower yields realized on the earning assets as the average yield received in the first quarter of 2004 was 5.58%, which was 44 basis points lower than the 6.02% earned in the first quarter of 2003. The lower yields reduced interest income $645,000. The yield on earning assets in the first quarter reflected a slight improvement of 4 basis points over the 5.54% earned in the fourth quarter of 2003.

Lower rates continued to favorably impact interest expense during the first quarter of 2004. Interest expense decreased $352,000 (11.5%) in the first quarter of 2004 as the average rate paid on the interest bearing liabilities declined 40 basis points to 1.64% as compared to 2.04% in the year earlier period. The decrease in rates reduced interest expense by $493,000. Average balances of interest-bearing liabilities in the first quarter of 2004 increased by $53,265,000 (8.7%) over the prior year period, which added $141,000 to interest expense. The average rate paid on interest bearing liabilities in the first quarter continued in a favorable downward trend as it decreased 5 basis points from the 1.69% paid in the fourth quarter of 2003.

The impact of the above changes in volumes and rates for earning assets and interest bearing liabilities for the first quarter of 2004 resulted in a decrease in the net interest margin of 12 basis points to 4.42% compared to 4.54% in the first quarter of 2003. The favorable rate trends in the first quarter of 2004 resulted in an 8 basis point increase in net interest margin from the 4.34% for the fourth quarter of 2003. The increase from year-end 2003 reflects the effects of somewhat higher rates on loans and securities coupled with a continuing decrease in the rates paid on the liabilities. If the interest rates remain at current levels, we would expect the net interest margin to improve slightly during the second quarter. In a rising rate environment the net interest margin is expected to improve, as the Bank’s variable rate assets are expected to reprice more quickly than the interest-bearing liabilities. Conversely, in a declining rate environment the net interest margin is expected to decline.

Provision for Loan Losses

The Bank provided $65,000 for loan losses in the first quarter of 2004 and did not make a provision in the first quarter of 2003. The provision for loan losses is based on factors, which consider the growth or decline in the level of loans, changes in the level of nonperforming and classified assets, changing portfolio mix and prevailing local and national economic conditions to establish the required level of loan loss reserves. The ratio of the allowance for loan losses to total loans was 2.15% at March 31, 2004, 2.12% at December 31, 2003 and 2.13% at March 31, 2003. (See the “Credit Risk” and “Allowance for Loan Losses” sections for additional discussion.).

Noninterest Income

Noninterest income consists primarily of service charges on deposit accounts and fees for miscellaneous services. Noninterest income was $905,000 in the first quarter of 2004, a decrease of $109,000 (10.7%) over the same period in 2003. Service charges on deposit accounts were up $53,000 due to higher volume. Other fees and miscellaneous income were down $162,000 as the Company realized a $104,000 loss on the sale of securities and mortgage brokerage fees decreased $71,000 due to the year-over-year decrease in the level of home refinancing.

Noninterest Expense

Noninterest expenses increased $451,000 (8.1%) to $6,036,000 in the first quarter of 2004 as compared to $5,585,000 in the first quarter of 2003. Salary and employee benefits increased $217,000 (6.5%) because of internal growth, higher benefits costs and normal salary increases. On a quarter–over-quarter basis, occupancy expenses increased by $41,000 (6.9%), primarily as a result of increases in maintenance, security and utilities. Furniture and equipment expenses increased $19,000 (4.1%). Other expenses for the first quarter of 2004 increased $174,000 (14.8%) to $1,351,000 compared to the prior year quarter. The increases were due in part to higher volumes and continuing legal fees related to the City of King matter. The efficiency ratio for the first quarter of 2004 was 53.6% compared to 53.5% for the first quarter of 2003.

Provision for Income Taxes

The Company recorded income tax expense of $1,689,000 in the first quarter of 2004 compared to $1,599,000 in the first quarter of 2003. The effective tax rate for the three months ended March 31, 2004 was 34.6% compared to 35.0% for the same period in the prior year. The effective tax rate was lower in the first quarter of 2004 as the Company revised the calculation of deferred tax assets for a change in the tax rate

Securities

At March 31, 2004, available-for-sale securities had a market value of $181,543,000 with an amortized cost basis of $177,593,000. On an amortized cost basis, the investment portfolio increased $25,975,000 from the December 31, 2003 balance of $151,618,000. The Company was active in the investment markets throughout the first quarter of 2004 as it reinvested cash and cash equivalents into higher yielding securities. The pretax unrealized gain on the investment securities increased $1,841,000 from $2,108,000 at December 31, 2003 to $3,950,000 at March 31, 2004.

Loans

The ending loan balance at March 31, 2004 was $774,525,000, a decrease of $8,216,000 (1.0%) from the year-end 2003 balance, but an increase of $55,862,000 (7.8%) from the March 31, 2003 balance. The most significant percentage change was in the construction loans as their outstanding balance decreased to $38,628,000 at March 31, 2004 from $46,266,000 (16.5%) at December 31, 2003 and from $57,598,000 (32.9%) at March 31, 2003. While the outstanding balance of construction loans decreased during the first quarter of 2004, there has been an increase in construction loan demand. The level of construction loans approved, but not yet disbursed was $36,740,000 at March 31, 2004, an increase of $7,326,000 from year-end 2003. The most significant change in dollar amounts was in the real estate other category as loans in that category increased $29,797,000 (6.1%) from December 31, 2003 and $83,365,000 (19.1%) from March 31, 2003 to total $519,010,000 at March 31, 2004. Commercial loans were $205,349,000 at March 31, 2004, a decrease of $31,487,000 (13.3%) from December 31, 2003 and a decrease of $8,139,000 (3.8%) from March 31, 2003. The decrease in the first quarter of 2004 was primarily due to repayment of lines of credit that were drawn upon at year-end. Within its primary market area, the Bank has diversified its risk both as to property type and location. See “Credit Risk” below for a discussion regarding real estate risk.

Credit Risk

The Bank assesses and manages credit risk on an ongoing basis through stringent credit review and approval policies, extensive internal monitoring and established formal lending policies. Additionally, the Bank contracts with an outside loan review consultant to periodically examine new loans and to review the existing loan portfolio. Management believes its ability to identify and assess the risk and the return characteristics of the Company’s loan portfolio is critical for profitability and growth. Management strives to continue the historically low level of loan losses by continuing its emphasis on credit quality in the loan approval process, active credit administration and regular monitoring. With this in mind, management has designed and implemented a comprehensive loan review and grading system that functions to continually assess the credit risk inherent in the loan portfolio.

Ultimately, the credit quality of the Bank’s loans may be influenced by underlying trends in the national and local economic and business cycles. The Bank’s business is mostly concentrated in Monterey County. The County’s economy is highly dependent on the agricultural and tourism industries. The agricultural industry is also a major driver of the economies of San Benito County and the southern portions of Santa Cruz and Santa Clara Counties, which represent the additional market areas for the Bank. As a result, the Bank lends money to individuals and companies dependent upon the agricultural and tourism industries.

The Company has significant extensions of credit and commitments to extend credit which are secured by real estate, totaling approximately $633 million at March 31, 2004. Although management believes this real estate concentration has no more than the normal risk of collectibility, a substantial decline in the economy in general, or a decline in real estate values in the Bank’s primary market areas in particular, could have an adverse impact on the collectibility of these loans. The ultimate recovery of these loans is generally dependent on the successful operation, sale or refinancing of the real estate. The Bank monitors the effects of current and expected market conditions and other factors on the collectibility of real estate loans. When, in management’s judgment, these loans are impaired, a specific provision for losses is recorded. The more significant assumptions management considers in determining the level of impairment involve estimates of the following: lease, absorption and sale rates; real estate values and rates of return; operating expenses; inflation; and sufficiency of collateral independent of the real estate including, in limited instances, personal guarantees. Notwithstanding the foregoing, abnormally high rates of impairment due to general or local economic conditions could adversely affect the Company’s future prospects and results of operations.

In extending credit and commitments to borrowers, the Bank generally requires collateral and/or guarantees as security. The repayment of such loans is expected to come from cash flow or from proceeds from the sale of selected assets of the borrowers. The Bank’s requirement for collateral and/or guarantees is determined on a case-by-case basis in connection with management’s evaluation of the creditworthiness of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, income-producing properties, residences and other real property. The Bank secures its collateral by perfecting its interest in business assets, obtaining deeds of trust, or outright possession among other means. Loan losses from lending transactions related to real estate and agriculture compare favorably with the Bank’s loan losses on its loan portfolio as a whole.

Management believes that its lending policies and underwriting standards will tend to mitigate losses in an economic downturn; however, there is no assurance that losses will not occur under such circumstances. The Bank’s loan policies and underwriting standards include, but are not limited to, the following: 1) maintaining a thorough understanding of the Bank’s service area and limiting investments outside of this area, 2) maintaining a thorough understanding of borrowers’ knowledge and capacity in their field of expertise, 3) basing real estate construction loan approval not only on salability of the project, but also on the borrowers’ capacity to support the project financially in the event it does not sell within the original projected time period, and 4) maintaining conforming and prudent loan to value and loan to cost ratios based on independent outside appraisals and ongoing inspection and analysis by the Bank’s construction lending officers. In addition, the Bank strives to diversify the risk inherent in the construction portfolio by avoiding concentrations to individual borrowers and on any one project.

Nonaccrual, Past Due, Restructured Loans and Other Real Estate Owned (OREO)

Management generally places loans on nonaccrual status when they become 90 days past due, unless the loan is well secured and in the process of collection. When a loan is placed on nonaccrual status, the accrued and unpaid interest receivable is reversed and the loan is accounted for on the cash or cost recovery method thereafter, until qualifying for return to accrual status. Generally, a loan may be returned to accrual status when all delinquent interest and principal become current in accordance with the terms of the loan agreement and remaining principal is considered collectible or when the loan is both well secured and in the process of collection. Loans are charged off when, in the opinion of management, collection appears unlikely. The Company did not have any OREO at March 31, 2004 or December 31, 2003. The following table sets forth nonaccrual loans, loans past due 90 days or more, and restructured loans performing in compliance with modified terms at March 31, 2004 and December 31, 2003:

Nonperforming and restructured loans increased $79,000 from the December 31, 2003 balances. Included in the nonaccrual real estate loans above are two loans pertaining to the redevelopment project in the City of King. (For additional information see Note 3 to the consolidated condensed financial statements — Commitments and Contingencies, and Part II Items 1 and 6 (b)). At March 31, 2004, nonperforming and restructured loans were 1.39% of total loans, which was up slightly from 1.36% at December 31, 2003. The ratio of nonperforming loans to total assets was 1.03% at March 31, 2004 versus 1.01% at December 31, 2003.

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral-dependent.

At March 31, 2004, the recorded investment in loans that were considered impaired under SFAS No. 114 was $10,549,000. The total impaired loans include $9,468,000 of nonaccrual loans and $816,000 of restructured loans and $265,000 in other loans identified as impaired. Impaired loans had valuation allowances totaling $2,908,000.

At December 31, 2003, the recorded investment in loans considered impaired was $10,694,000 of which $9,606,000 was included in nonaccrual loans and $835,000 was included in restructured loans and $253,000 in other loans identified as impaired. Impaired loans had valuation allowances totaling $2,516,000.

Other than for the impaired loans disclosed above, management is not aware of any other potential problem loans, which were accruing and current at March 31, 2004, where serious doubt exists as to the ability of the borrower to comply with the present repayment terms.

Allowance for Loan Losses

The Bank maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on our regular assessments of the probable estimated losses inherent in the loan portfolio and to a lesser extent, unused commitments to provide financing. Determining the adequacy of the allowance is a matter of careful judgment, which reflects consideration of all significant factors that affect the collectibility of the portfolio as of the evaluation date. Our methodology for measuring the appropriate level of the allowance relies on several key elements, which include the formula allowance, specific allowances for identified problem loans and the unallocated reserve. The unallocated allowance contains amounts that are based on management’s evaluation of conditions that are not directly measured in the determination of the formula and specific allowances.

The formula allowance is calculated by applying loss factors to outstanding loans and certain unused commitments, in each case based on the internal risk grade of such loans and commitments. Changes in risk grades of both performing and nonperforming loans affect the amount of the formula allowance. Loss factors are based on our historical loss experience and may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. At March 31, 2004, the formula allowance was $12,302,000 compared to $12,236,000 at December 31, 2003. The small increase in the formula allowance was primarily a result of a change in mix in the balances of loans outstanding and the level of classified loans.

In addition to the formula allowance calculated by the application of the loss factors to the standard loan categories, certain specific allowances may also be calculated. Quarterly, all significant classified and criticized loans are analyzed individually based on the source and adequacy of repayment and specific type of collateral, and an assessment is made of the adequacy of the formula reserve relative to the individual loan. A specific allocation either higher or lower than the formula reserve will be calculated based on the higher/lower-than-normal probability of loss and the adequacy of the collateral. At March 31, 2004, the specific allowance was $2,446,000 on a loan base of $30,474,000 compared to a specific allowance of $3,059,000 on a loan base of $40,545,000 at December 31, 2003. The decrease in the specific allowance in the first quarter of 2004 was due to the decrease in loans requiring specific valuation allowances.

The unallocated allowance contains amounts that are based on management’s evaluation of conditions that are not directly measured in the determination of the formula and specific allowances. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem loans or portfolio segments. At March 31, 2004, the unallocated allowance was $1,906,000 compared to $1,294,000 at December 31, 2003. The conditions evaluated in connection with the unallocated allowance include the following at the balance sheet date:

The current national and local economic and business conditions, trends and developments, including the condition of various market segments within our lending area;

Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices;

Changes in the nature, mix, concentrations and volume of the loan portfolio;

The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Bank’s current portfolio.

There can be no assurance that the adverse impact of any of these conditions on the Bank will not be in excess of the unallocated allowance as determined by management at March 31, 2004 and set forth in the preceding paragraph.

The allowance for loan losses totaled $16,654,000 or 2.15% of total loans at March 31, 2004 compared to $16,590,000 or 2.12% at December 31, 2003 and $15,304,000 or 2.13% at March 31, 2003. At these dates, the allowance represented 158%, 159% and 378% of nonperforming loans.

It is the policy of management to maintain the allowance for loan losses at a level adequate for risks inherent in the loan portfolio. Based on information currently available to analyze loan loss potential, including economic factors, overall credit quality, historical delinquency and a history of actual charge-offs, management believes that the loan loss provision and allowance are adequate. However, no prediction of the ultimate level of loans charged off in future years can be made with any certainty.

The following table summarizes activity in the allowance for loan losses for the periods indicated:

Liquidity

Liquidity management refers to the Company’s ability to provide funds on an ongoing basis to meet fluctuations in deposit levels as well as the credit needs and requirements of its clients. Both assets and liabilities contribute to the Company’s liquidity position. Federal funds lines, short-term investments and securities, and loan repayments contribute to liquidity, along with deposit increases, while loan funding and deposit withdrawals decrease liquidity. The Bank assesses the likelihood of projected funding requirements by reviewing historical funding patterns, current and forecasted economic conditions and individual client funding needs. Commitments to fund loans and outstanding standby letters of credit at March 31, 2004, were approximately $258,773,000 and $9,301,000, respectively. Such loans relate primarily to revolving lines of credit and other commercial loans, and to real estate construction loans.

The Company’s sources of liquidity consist of overnight funds sold to correspondent banks, unpledged marketable investments, loans pledged to the Federal Home Loan Bank of San Francisco (“FHLB-SF”) and sellable SBA loans. On March 31, 2004, consolidated liquid assets totaled $205.3 million or 20.1% of total assets as compared to $208.3 million or 20.1% of total consolidated assets on December 31, 2003. In addition to liquid assets, the Bank maintains short-term lines of credit with correspondent banks. At March 31, 2004, the Bank had $80,000,000 available under these credit lines. Informal agreements are also in place with various other banks to purchase participations in loans, if necessary. The Company serves primarily a business and professional customer base and, as such, its deposit base is susceptible to economic fluctuations. Accordingly, management strives to maintain a balanced position of liquid assets to volatile and cyclical deposits.

Capital Resources

The Company’s total shareholders’ equity was $92,544,000 at March 31, 2004 compared to $89,595,000 at December 31, 2003. The increase in capital reflects the first quarter earnings of $3.2 million, the increase in the net unrealized gain on available-for-sale investment securities of $1.1 million and the effect of the stock repurchases of $1.4 million in the first quarter of 2004.

The Company and the Bank are subject to regulations issued by the Board of Governors and the FDIC, which require maintenance of a certain level of capital. Under the regulations, capital requirements are based upon the composition of an institution’s asset base and the risk factors assigned to those assets. The guidelines characterize an institution’s capital as being “Tier 1” capital (defined to be principally shareholders’ equity less intangible assets) and “Tier 2” capital (defined to be principally the allowance for loan losses, limited to one and one-fourth percent of gross risk weighted assets). The guidelines require the Company and the Bank to maintain a risk-based capital target ratio of 8%, one-half or more of which should be in the form of Tier 1 capital.

The following table shows the Company’s and the Bank’s actual capital amounts and ratios at March 31, 2004 and December 31, 2003 as well as the minimum capital ratios for capital adequacy and well capitalized classifications under the regulatory framework:

The Bank meets the “well capitalized” ratio measures at both March 31, 2004 and December 31, 2003.

Item 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Overview

The goal for managing the assets and liabilities of the Bank is to maximize shareholder value and earnings while maintaining a high quality balance sheet without exposing the Bank to undue interest rate risk. The Board of Directors has overall responsibility for the Company’s interest rate risk management policies. The Bank has an Asset and Liability Management Committee (ALCO), which establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates.

Asset/Liability Management

Activities involved in asset/liability management include but are not limited to lending, accepting and placing deposits, investing in securities and issuing debt. Interest rate risk is the primary market risk associated with asset/liability management. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities. To mitigate interest rate risk, the structure of the balance sheet is managed with the goal that movements of interest rates on assets and liabilities are correlated and contribute to earnings even in periods of volatile interest rates. The asset/liability management policy sets limits on the acceptable amount of variance in net interest margin and market value of equity under changing interest rate environments. The Company uses simulation models to forecast earnings, net interest margin and market value of equity.

Simulation of earnings is one of the tools used to measure the sensitivity of earnings to interest rate changes. Using computer modeling techniques, the Company is able to estimate the potential impact of changing interest rates on earnings. A balance sheet forecast is prepared using inputs of actual loan and interest bearing liability (i.e. deposits/borrowings) positions as the beginning base.

The Company measures the interest rate risk embedded in its current portfolio based on interest rates evolving over time along four forecast paths. Net interest margin and net interest income are calculated as the forecast balance sheet is processed against these four interest rate scenarios. One scenario is a flat rate based on the current rate environment. One scenario is an economic forecast, based on underlying economic and financial sector modeling. The other two are a rising and declining scenario based on gradual rate ramps which embody rate relationships. The nature of the specified rate tests is a gradual but significant change in interest rates projected to evolve over 12 months. The interest rate risk modeling is a useful tool, but there are certain limits to the rate forecast estimates. Actual rate changes rarely follow any given forecast, asset-liability pricing and other model inputs usually do not remain constant in their historic relationships as new rate environments evolve. However, holding these assumptions constant through the modeling horizon helps to appropriately emphasize specific repricing/mismatch points and their performance implications.

A one year projection of net interest income, as forecast below, was modeled utilizing a forecast balance sheet projected from December 31, 2003 balances.

The following table summarizes the effect on net interest income of three rate scenarios as measured against a most likely rate scenario.

Interest Rate Risk Simulation of Net Interest Income as of December 31, 2003

The Company also estimates rate risk through the use of rate shock analysis. The model calculates both the percent and dollar changes in net interest income (NII) and market value of equity (MVE) projected to occur should the yield curve instantaneously shift up or down in a parallel fashion from its beginning position. MVE measures the impact on equity due to the changes in the market values of assets and liabilities as a result of a change in interest rates. In the rate shock analysis, the forecast balance sheet is processed against seven interest rate scenarios. These seven interest rate scenarios include the flat rate scenario described above, and six additional rate shock scenarios ranging from +300 to -300 basis points around the flat scenario in 100 basis point increments. These rate shock scenarios assume that interest rates increase or decrease immediately and remain at the new level in the future. The Company measures the volatility of these benchmarks using a twelve-month time horizon. Using the December 31, 2003 balance sheet as the base for the simulation, the following table summarizes the effect on net interest income of a +200 and +/-100 basis point change in interest rates. Due to the current historic low level of interest rates, the potential for interest bearing deposit accounts to respond to further changes in projected rates is limited, therefore calculations for rate decreases greater than 100 bp are misleading and have not been presented.

Interest Rate Risk Simulation of NII as of December 31, 2003

These results indicate that the balance sheet is asset sensitive since earnings increase when interest rates rise. The magnitude of the NII change is within the Company’s policy guidelines. The asset liability management policy limits aggregate market risk, as measured in this fashion, to an acceptable level within the context of risk-return trade-offs.

The simulations of earnings do not incorporate any management actions, which might moderate the negative consequences of interest rate deviations. Therefore, they do not reflect likely actual results, but serve as conservative estimates of interest rate risk. The risk profile of the Company has not changed materially from that at year-end 2003.

Item 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management as of the end of the Company’s fiscal quarter ended March 31, 2004. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

(b) Internal Control Over Financial Reporting: An evaluation of any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), that occurred during the Company’s fiscal quarter ended March 31, 2004, was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that no change identified in connection with such evaluation has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER MATTERS

Terrorist Acts

The terrorist actions on September 11, 2001 and thereafter have had significant adverse effects upon the United States economy. Whether the terrorist activities in the future and the actions of the United States and its allies in combating terrorism on a worldwide basis, including the current military action in Iraq, will adversely impact the Company and the extent of such impact is uncertain. However, such events have had and may continue to have an adverse effect on the economy in the Company’s market areas. Such continued economic deterioration could adversely affect the Company’s future results of operations by, among other matters, reducing the demand for loans and other products and services offered by the Company, increasing nonperforming loans and the amounts reserved for loan losses, and causing a decline in the Company’s stock price.

Off-Balance Sheet Items

The Company has certain ongoing commitments under operating leases. These commitments do not significantly impact operating results. As of March 31, 2004 and December 31, 2003, commitments to extend credit and letters of credit were the only financial instruments with off-balance sheet risk (See Note 3 to the consolidated condensed financial statements — Commitments and Contingencies). The Company has not entered into any contracts for financial derivative instruments such as futures, swaps, options or similar instruments.

Certain financial institutions have elected to use special purpose vehicles (“SPV”) to dispose of problem assets. A SPV is typically a subsidiary company with an asset and liability structure and legal status that makes it obligations secure even if the parent corporation goes bankrupt. Under such circumstances, these financial institutions may exclude the problem assets from their reported impaired and non-performing assets. The Company does not use SPV or other structures to dispose of problem assets.

Website Access

Information on the Company and its subsidiary Bank may be obtained from the Company’s website www.community-bnk.com. Copies of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto are available free of charge on the website as soon as they are filed with the SEC. To access these reports through a link to the Edgar reporting system simply select the “Central Coast Bancorp – Corporate Profile” menu item, then click on the “Central Coast Bancorp SEC Filings” link. Section 16 insider filings can also be accessed through the website. Follow the same instructions and select “Central Coast Bancorp SEC Section 16 Reports”.

PART II — OTHER INFORMATION

Item 1. Legal proceedings.

Approximately $9.0 million of loans recorded as nonperforming loans at March 31, 2004 pertains to loans for a commercial/retail redevelopment project in the City of King. Details of these loans have been disclosed on Forms 8-K and Forms 10-Q filed with the Securities and Exchange Commission (SEC) during 2003 as reflected in Form 10-K for the period ended December 31, 2003, filed with the SEC on March 1, 2004.

In addition to the foregoing, the Bank filed an appeal on January 18, 2004, to reverse an order issued by the Court on December 16, 2003, requiring the Bank to pay the attorneys’ fees and costs incurred by the City of King in connection with the litigation.

On February 26, 2004, the developer of the redevelopment project in the City of King described above, filed a petition for bankruptcy relief under Chapter 7 of the United States Bankruptcy Code. The effect of the filing by the developer is uncertain; however, it is currently anticipated that the filing will not have an adverse effect on the Bank related to the first loan in the approximate amount of $4.4 million described above. The bankruptcy petition may delay the Bank’s ability to foreclose its first deed of trust securing the $4.6 million loan and its fourth deed of trust, which in addition to the disputed certificate of deposit discussed below, secures the $4.4 million loan. The petition does not, however, dispute the Bank’s secured claim related to either loan.

The outcome of this dispute continues to be uncertain at the present time; however, the Bank intends to vigorously defend its rights in respect of the certificate of deposit on appeal of the Judgment.

Except as disclosed above, there are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company or the Bank is a party or as to which any of their property is subject.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

The Board of Directors has authorized a stock repurchase program under which repurchases will be made from time to time by the Company in the open market, or in block purchases, or in privately negotiated transactions, in compliance with Securities and Exchange Commission rules. During the first quarter of 2004, the Company spent $1,439,000, to repurchase 79,751 shares. The following table summarizes repurchase activity during the first quarter.

The Repurchase Plan ("Plan') was announced on February 28, 2001.

The Plan approved repurchase of 365,000 (5%) of the outstanding shares as of February 28, 2001. The approved shares equate to 552,062 shares as adjusted for the subsequent stock split and stock dividends.

There is no stated expiration date for the Plan.

Item 3. Defaults upon senior securities.

None.

Item 4. Submission of matters to a vote of security holders.

None.

Item 5. Other information.

None.

Item 6. Exhibits and reports on Form 8-K.

(a) Exhibits

Agreement and Plan of Reorganization and Merger by and between Central Coast Bancorp, CCB Merger Company and Cypress Coast Bank dated as of December 5, 1995, incorporated by reference from Exhibit 99.1 to Form 8-K, filed with the Commission on December 7, 1995.

Articles of Incorporation, as amended, incorporated by reference from Exhibit 10.18 to the Registrant’s 2001 Annual Report on Form 10-K filed with the Commission on March 26, 2002.

Bylaws, as amended, incorporated by reference from Exhibit 3.2 to the Registrant’s 2004 Annual Report on Form 10-K filed with the Commission on March 1, 2004.

Specimen form of Central Coast Bancorp stock certificate, incorporated by reference from the Registrant’s 1994 Annual Report on Form 10-K filed with the Commission on March 31, 1995.

Lease agreement dated December 12, 1994, related to 301 Main Street, Salinas, California incorporated by reference from the Registrant’s 1994 Annual Report on Form 10-K filed with the Commission on March 31, 1995.

King City Branch Lease incorporated by reference from Exhibit 10.3 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on March 28, 1994.

Amendment to King City Branch Lease, incorporated by reference from Exhibit 10.4 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on March 28, 1994.

1994 Stock Option Plan, as amended and restated, incorporated by reference from Exhibit 9.9 to Registration Statement on Form S-8, No. 33-89948, filed with the Commission on November 15, 1996.

Form of Nonstatutory Stock Option Agreement under the 1994 Stock Option Plan incorporated by reference from Exhibit 4.3 to Registration Statement on Form S-8, No. 33-89948, filed with Commission on November 15, 1996.

Form of Incentive Stock Option Agreement under the 1994 Stock Option Plan incorporated by reference from Exhibit 4.4 to Registration Statement on Form S-8, No. 33-89948, filed with the Commission on November 15, 1996.

Form of Director Nonstatutory Stock Option Agreement under the 1994 Stock Option Plan incorporated by reference from Exhibit 4.5 to Registration Statement on Form S-8, No. 33-89948, filed with the Commission on November 15, 1996.

Form of Bank of Salinas Indemnification Agreement for directors and executive officers incorporated by reference from Exhibit 10.9 to Amendment No. 1 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on April 15, 1994.

401(k) Pension and Profit Sharing Plan Summary Plan Description incorporated by reference from Exhibit 10.8 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on March 28, 1994.

Form of Executive Employment Agreement incorporated by reference from Exhibit 10.13 to the Company’s 1996 Annual Report on Form 10-K filed with the Commission on March 31, 1997.

Form of Executive Salary Continuation Agreement incorporated by reference from Exhibit 10.14 to the Company’s 1996 Annual Report on Form 10-K filed with the Commission on March 31, 1997.

Form of Indemnification Agreement incorporated by reference from Exhibit D to the Proxy Statement filed with the Commission on September 3, 1996, in connection with Registrant’s 1996 Annual Shareholders’ Meeting held on September 23, 1996.

Purchase and Assumption Agreement for the Acquisition of Wells Fargo Bank Branches incorporated by reference from Exhibit 10.17 to the Registrant’s 1996 Annual Report on Form 10-K filed with the Commission on March 31, 1997.

Lease agreement dated November 27, 2001 related to 491 Tres Pinos Road, Hollister, California incorporated by reference from Exhibit 10.17 to the Registrant’s 2001 Annual Report on Form 10-K filed with the Commission on March 26, 2002.

Lease agreement dated February 11, 2002, related to 761 First Street, Gilroy, California incorporated by reference from Exhibit 10.18 to the Registrant’s 2001 Annual Report on Form 10-K filed with the Commission on March 26, 2002.

Lease agreement dated November 18, 2002, related to 439 Alvarado Street, Monterey, California incorporated by reference from Exhibit 10.16 to the Registrant’s 2002 Annual Report on Form 10-K filed with the Commission on March 20, 2003.

Code of Ethics, incorporated by reference from Exhibit 14.1 to the Registrant’s 2004 Annual Report on Form 10-K filed with the Commission on March 1, 2004.

The Registrant's only subsidiary is its wholly owned subsidiary, Community Bank of Central California.

Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Central Coast Bancorp by its Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Denotes management contracts, compensatory plans or arrangements.

(b) Reports on Form 8-K.

A report on Form 8-K was filed with the Commission on January 23, 2004 reporting a press release dated January 23, 2004 regarding the Company’s operating results for the year ended December 31, 2003.

A second report on Form 8-K was filed with the Commission on January 28, 2004 reporting a press release dated January 27, 2004 regarding the Company’s announcement of a 10% stock dividend payable on February 27, 2004 to holders of record as of February 12, 2004.

A third report on Form 8-K was filed with the Commission on March 22, 2004, reporting that on February 26, 2004, the developer of the redevelopment project in the City of King filed a petition for bankruptcy relief under Chapter 7 of the United States Bankruptcy Code.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX