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Table of Contents

As Filed with the Securities & Exchange Commission on April 30, 2003

SECURITIES & EXCHANGE COMMISSION

FORM 10-Q

SEC File Number:         0-30106         

PACIFIC CONTINENTAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

111 West 7th Avenue

Eugene, Oregon 97401

(address of Principal Executive Offices) (Zip Code)

(541) 686-8685

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ¨

Indicate whether the Registrant is an accelerated filer (as defined by Exchange Act Rule 12b-2).

Yes ¨    No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Common Stock, $1.00 par value, outstanding as of April 30, 2003: 5,055,237

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PACIFIC CONTINENTAL CORPORATION

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

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PART I    FINANCIAL INFORMATION

CONSOLIDATED INCOME STATEMENT

Amounts in $ 000’s

(Unaudited)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Amounts in $ 000’s

(Unaudited)

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CONSOLIDATED BALANCE SHEET

Amounts in $ 000’s

(Unaudited)

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in $ 000’s

(Unaudited)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A complete set of Notes to Consolidated Financial Statements is a part of the Bank’s Form 10-K filed March 18, 2003. The notes below are included because of material changes in the financial statements or to provide the reader with additional information not otherwise available. All numbers in the following notes are expressed in dollar thousands, except per share data.

1. Basis of Presentation

The accompanying interim condensed consolidated financial statements include the accounts of Pacific Continental Corporation (the “Company”), a bank holding company, and its wholly-owned subsidiary, Pacific Continental Bank (the “Bank”) and the Bank’s wholly owned subsidiaries, PCB Services Corporation (which owns and operates bank-related real estate) and PCB Loan Services Corporation (which presently operates one motel property for the Bank). All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared by the Company without audit and in conformity with generally accepted accounting principles in the United States of America for interim financial information. The financial statements include all adjustments and normal accruals, which the Company considers necessary for a fair presentation of the results of operations for such interim periods. In preparing the condensed consolidated 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 sheets and income and expenses for the periods. Actual results could differ from those estimates.

The balance sheet data as of December 31, 2002 was derived from audited financial statements, but does not include all disclosures contained in the Company’s 2002 Form 10-K.

The interim condensed consolidated financial statements should be read in conjunction with the December 31, 2002 consolidated financial statements, including the notes thereto, included in the Company’s 2002 Form 10-K.

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2. Stock Option Plans

The Company applies the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock issued to Employees, in accounting for its stock option plans. Accordingly, stock-based employee compensation expense is reflected in net income as all options were granted at an exercise price equal to the market value of the underlying common stock on the date of the grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the optional fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

3. Loans

Major classifications of loans at March 31, 2003, December 31, 2002, and March 31, 2002 are as follows:

Allowance for loan losses

The recorded investment in restructured and other impaired loans totaled $6,669 and $7,581 at March 31, 2003 and 2002, respectively. The specific valuation allowance for loan losses related to these impaired loans was approximately $362 and $800 at March 31, 2003 and 2002, respectively and is included in the ending allowances shown above. The average recorded investment in impaired loans was approximately $7,000 and $7,400 during the first quarter 2003 and 2002, respectively. Interest income recognized on restructured and impaired loans was $30 and $100 during the first quarter 2003 and 2002, respectively.

During the first quarter 2002, the Company foreclosed and assumed ownership of two hotel properties on the Oregon coast, which secured loans to a single borrower. This foreclosure and resulting loan loss accounted for $2,364 of net loan losses recorded during the first quarter 2002.

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A substantial portion of the loan portfolio is collateralized by real estate, and is, therefore, susceptible to changes in local market conditions. Management believes that the loan portfolio is diversified among industry groups. At March 31, 2003, approximately 8% of the Bank’s loan portfolio was concentrated in loans to the hotel and motel industry, with no other single industry group exceeding 5% of the portfolio. That compares to a concentration in the hotel and motel industry of 8% and 10% at December 31, 2002 and March 31, 2002, respectively. It is management’s opinion that the allowance for loan losses is adequate to absorb known and inherent risks in the loan portfolio. However, actual results may differ from estimates.

4. Other real estate owned

At March 31, 2003, the Bank had $664 in other real estate owned, which consisted of one motel property in the state of Oregon. During the first quarter 2002, the Bank foreclosed and assumed ownership of two properties. During the first quarter 2003, the Bank sold one of the motel properties that resulted in a gain on the sale of other real estate of $86 and reduced other real estate owned by $200 from December 31, 2002. The bank has engaged a professional hotel/motel management firm to operate the remaining property and a commercial real estate broker to manage the sale process. The remaining motel property is presently being actively marketed. Improvements made to the property during the Bank’s ownership will be added to the balance of other real estate owned. During the first three months of 2003, the two properties had pre-tax operating income of $57, which included the gain on the property sale.

Item 2. Management’s Discussion and Analysis

The following discussion contains a review of Pacific Continental Corporation and its wholly owned subsidiary Pacific Continental Bank operating results and financial condition for the first quarter of 2003. When warranted, comparisons are made to the same period in 2002 and to the previous year ended December 31, 2002. The discussion should be read in conjunction with the financial statements (unaudited) and related notes contained elsewhere in this report. The reader is assumed to have access to the Company’s Form 10-K for the previous year ended December 31, 2002, which contains additional statistics and explanations. All numbers, except per share data, are expressed in thousands of dollars.

In addition to historical information, this report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). This statement is included for the express purpose of availing Pacific Continental Corporation of the protections of the safe harbor provisions of the PSLRA. The forward-looking statements contained in this report are subject to factors, risks, and uncertainties that may cause actual results to differ materially from those projected. Important factors that might cause such material differences include, but are not limited to, those discussed in this section of the report. In addition, the following items are among the factors that could cause actual results to differ materially from the forward-looking statements in this report: general economic conditions, including their impact on capital expenditures; business conditions in the banking industry; recent world events and their impact on interest rates, businesses and customers; the regulatory environment; new legislation; heightened national security risks including acts of terrorism and potential for war; vendor quality and efficiency; employee retention factors; rapidly changing technology and evolving banking industry standards; competitive standards; competitive factors, including increased competition with community, regional, and national financial institutions; fluctuating interest rate environments; and similar matters. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date of the statement. Pacific Continental Corporation undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report. Readers should carefully review the risk factors described in this and other documents we file from time to time with the Securities and Exchange Commission.

HIGHLIGHTS

Earnings in the first quarter of 2003 were $1,446 compared to net income of $110 in the first quarter 2002. Earnings per diluted share were $0.28 for the current quarter compared to $0.02 for the same quarter last year. Return on assets and return on equity for the first quarter 2003 were 1.53% and 15.54%, respectively, compared to 0.14% and 1.21% for the comparable period of 2002. Earnings for the first quarter 2002 were negatively impacted by a $2,485 provision for loan losses related to charge offs on two motel properties.

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Operating revenue, which consists of net interest income plus noninterest income was $7,205 for the current quarter, up 22% over $5,925 reported for the same quarter for 2002. Growth in operating revenue was driven by an 18% increase in net interest income and a 35% increase in noninterest income.

Period end assets at March 31, 2003, were $390,992, a 26% increase over one year ago. Average assets for the first quarter of 2003 were $383,197, up 24% over average assets in the same quarter one-year ago. Net loans, including loans held for sale, increased approximately $10,500 during the first quarter when compared to December 31, 2002. During the current quarter, the Bank sold $7,963 in loans to other banks. Period end loans at March 31, 2003 were up 30% over the same period last year.

During the first quarter 2003, the Bank opened its third office in the metropolitan Portland area, and it first in the Portland financial district at the KOIN Center. The KOIN Center office provides the Bank with a Portland anchor that compliments existing offices and can support future metropolitan locations. The Bank now operates eleven banking offices and one consumer finance office in four Oregon counties.

Subsequent Event: On April 11, 2003, the Bank entered into an agreement to pay approximately $6,600 in cash to purchase consumer finance loans and other business assets associated with the Coos Bay, Oregon office of CitiFinancial. This transaction is expected to be completed by April 30, 2003. The Bank will continue to operate this office in its same location as Pacific Continental Finance (division of the Bank). The consumer finance division of the Bank commenced operations in February 2002 with an office in Eugene. With the acquisition of the Coos Bay location, Pacific Continental Finance will operate in two Oregon locations with outstanding loans of approximately $8,900.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income is the primary source of the Company’s revenue. Net interest income is the difference between interest income derived from earnings assets, principally loans, and the interest expense associated with interest bearing liabilities, principally deposits. The volume and mix of earnings assets and funding sources, market rates of interest, demand for loans, and the availability of deposits affect net interest income.

Net interest income prior to the provision for loan loss, in the first quarter of 2003 increased $805, or 18%, over same period in 2002. This increase was the result of growth of earning assets. Average earning assets in the current quarter increased 26% from $279,196 in the first quarter 2002 to $352,413 in the first quarter 2003.

Net interest margin as a percentage of earning assets was 6.20% in the first quarter of 2003 compared to 6.65% in the same time period in 2002. Earning asset yields in the current quarter were 7.45% compared to 8.18% last year, a decline of 0.73%. Cost of liabilities fell by 0.29% during the same time period from 1.57% to 1.28%. Costs of interest-bearing liabilities have stabilized over the past six months and resulted in a practical floor for the funding costs of a significant portion of the bank’s deposits. The net interest margin as a percentage of earning assets has been under pressure as evidenced by declining quarterly margins over the past four quarters; 6.63% second quarter 2002, 6.27% third quarter 2002, 6.27% fourth quarter 2002, 6.20% first quarter 2003. The net interest margin in the first quarter 2003 benefited from increased loan fees. The sale of approximately $7,900 in loans accelerated recognition of approximately $55 of deferred loan fees, which added about 0.15% to earning asset yields. Excluding the accelerated loan fees during the current quarter, the net interest margin would have been 6.06%.

Further compression of the margin is expected during 2003 as earning asset yields are projected to decline in future quarters considering the loss of interest rate floors on variable rate loans, refinancing of existing fixed rate loans at lower rates, and the lower interest rates on new loan production. While earning asset yields are expected to continue to decline, further opportunities to lower the cost of funds are limited, as market interest rates appear to have stabilized and rates on deposits have reached practical floors.

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A detailed comparison of interest income and interest expense between first quarter 2003 and first quarter 2002 shows that interest income increased by $839. Increased volume of earning assets improved interest income by $1,595, which was offset by lower yields on earning assets reducing interest income by $756. First quarter 2003 interest expense increased $34 over the same quarter last year. The increased volume of interest-bearing liabilities increased interest expense by $412, which was offset by a decrease in interest expense of $378 due to lower rates.

Provision for Loan Losses

Below is a summary of the Company’s allowance for loan losses for the first three months of 2003:

The first quarter 2003 provision for loan losses was $600, compared to $2,485 for the same quarter last year. The provision for loan losses for the first quarter 2002 reflects the loss of $2,364 recorded during the quarter related to two motel properties. The allowance for loan losses at March 31, 2003 was 1.46% of period end loans compared to 1.33% and 1.34% at December 31, 2002 and March 31, 2002, respectively. The allowance at March 31, 2003 includes $362 in specific allowance (included in the ending allowance above) for impaired loans, which total $6,669. Impaired loans include $4,773 nonaccrual loans and $1,896 of restructured and performing loans. At December 31, 2002, the Company had $6,509 of restructured and impaired loans with a specific allowance of $454 assigned. At March 31, 2002, the Company had $7,581 of restructured and impaired loans with a specific allowance of $800 assigned.

During the first quarter 2003, the Company sold one of the motel properties that had previously been classified as other real estate owned. This sale resulted in a gain of $86 during the quarter and a corresponding decline of $200 in the other real estate owned asset. The remaining motel property accounts for the entire balance of other real estate owned of $664 at March 31, 2003. The property is being operated by a professional hotel/motel management firm engaged by the Company. The Company engaged a professional engineering study on the repairs required on this property and has received a bid for repairs. The property is being actively marketed in an “as is” condition and in consideration of the estimated repair costs. The Company does not presently anticipate any future loss on the sale of the remaining motel property. For the quarter ending March 31, 2003, the two properties had pre-tax operating earnings of $57, including the $86 gain on sale of other real estate. The remaining motel property is expected to generate pre-tax income during the second and third quarters of 2003.

During the first quarter 2003, the Company made progress in negotiations with two borrowers to accept deeds in lieu of foreclosure. Loans to these two borrowers totaled $3,854 and were both on nonaccrual status. The largest of these loans is a $3,249 loan secured by a Portland, Oregon area motel property. The other loan of $605 is secured by a gas station and an adjoining car wash. The Company expects to reclassify these nonaccrual loans as other real estate assets, possibly as early as the second quarter 2003. These negotiations and actions, if successful, will allow the bank to more quickly gain title to the properties, faster than through the more prolonged foreclosure process. Gaining title would allow for both properties to be actively marketed by the Company. The Company has received recent appraisals on both properties securing the loans and does not presently anticipate any additional write-downs with respect to these loans as a result of the transfer to other real estate, nor does it expect losses from any subsequent sale.

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Loans in the hotel/motel industry totaled $26,300 or 8% of outstanding loans at March 31, 2003, including the $3,249 loan presently on nonaccrual status. Management has carefully evaluated this concentration and believes it has recognized and reserved for all known and estimated losses. Nonaccrual loans and foreclosed property in the hotel and motel industry totaled $3,913 or 71% of total nonperforming assets at quarter end. The ultimate collectability of loans and sale of properties is affected by the health of the regional hotel/motel industry, which has suffered both a national and regional decline over the past 18 months. In view of the uncertainties in the hotel/motel industry, the Company is carefully monitoring loans made by the Bank and related properties taken in foreclosure in this industry. Accordingly, it is possible that additional loans may go on nonaccrual status or that further losses, increased provisions for loan losses, and higher noninterest expense may be experienced related to loans in the motel/hotel industry. Given the impact of the weak economy on the motel/hotel industry, it is the Bank’s present intention to limit and decrease its concentration in this industry as the loan portfolio grows. The following table shows a summary of nonaccrual loans, loans past due 90 days or more and still accruing interest, and other real estate owned for the periods covered in this report:

Noninterest Income

Noninterest income increased $475 or 35% in the first quarter of 2003 when compared to the same period in 2002. The majority of growth in noninterest income was attributable to three categories. Service charges on deposit accounts grew by $75 or 27% over last year due to increased number of clients and increased fees on analyzed business accounts. Other fees, which include bankcard processing fees were up $90 or 15% due to increased clients and transaction volumes. Mortgage banking income and gains on sales of loans were $573, an increase of $452 or 374% over last year. Mortgage banking noninterest income generated from originations of residential mortgages improved by $443 in first quarter 2003 compared to first quarter 2002, while gains on sales of loans were up $130 over last year. Approximately $22,000 of residential mortgages were originated during the current quarter compared to $7,000 for the same quarter last year. The first quarter 2003 revenues and originations reflect the current low long-term interest rates, the level of new home sales, and refinancing of existing mortgages. Gains on sales of loans were $130 during the current quarter, resulting from the sale of approximately $7,900 of commercial real estate loans. No gains on sales of loans were recorded during the first quarter last year. Gains on the sales of securities declined $149 from first quarter 2002 as no gains were recorded during the current quarter compared to $149 in gains for the same quarter last year.

Noninterest Expense

Noninterest expense in the current quarter increased $993 or 30% over the same period in 2002. Salaries and employee benefits accounted for most of the increase, up $654 or 41% from the previous year. The increase in salaries and benefits resulted from three factors; an increase of $181 in salaries due to regular salary increases and additional FTE’s for the new KOIN Center office in the Portland, Oregon financial district; an increase of $130 in commissions paid to residential mortgage originators; an increase of $342 for benefits and taxes, primarily due to accruals for incentive based pay, including estimated 401k contributions. Incentive based pay and 401k contribution accruals are based to a large degree on the financial performance of the Company. The first quarter 2002 financial results did not meet the incentive or 401k criteria and no accruals or expense was recorded during that quarter. Merchant bankcard processing expense increased $121 or 28% in the first quarter 2003 over the same quarter last year and reflected an increase in the client base and transaction volumes. During the first quarter 2003, the Bank began conversion to a new third party processor for its merchant bankcard processing. It is expected that processing expenses will decrease when the conversion is completed during the second quarter 2003. The $81 or 12% increase in the other expense category was attributable to higher legal fees, accounting fees, and consulting fees.

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LIQUIDITY

Liquidity is the term used to define the Company’s ability to meet its financial commitments. The Company maintains sufficient liquidity to ensure funds are available for both lending needs and the withdrawal of deposit funds. The Company derives liquidity primarily through core deposit growth, the maturity of investment securities, and loan payments. Core deposits include demand, interest checking, money market, savings and local time deposits. Additional liquidity is provided through sales of loans, access to national CD markets, public deposits and both secured and unsecured borrowings. As a percentage of total deposits, core deposits were 88% at March 31, 2003 compared to 96% at March 31, 2002. Because of seasonal construction and economic activity and client payment of various tax obligations, the Company traditionally experiences a decline or slower growth of core deposits during the first quarter of each year. During the first quarter 2003, the Company experienced approximately a $5,000 decline in core deposits from December 31, 2002. During the quarter, the Company originated approximately $19,000 in new loans, excluding residential mortgage loans, which are sold in the secondary market. Loan growth during the quarter was primarily funded through loan sales of approximately $7,900, increased national CDs and public deposits of approximately $15,000. While core deposits declined during the first quarter from year end totals, average core deposits in the current quarter increased nearly $31,000 or 13% over 2002 for the same period. At March 31, 2003, the Company had overnight and term borrowing lines of $90,000 with various correspondent banks, the Federal Home Loan Bank of Seattle, and the Federal Reserve Bank of San Francisco. At the end of the quarter, $60,000 of overnight borrowings were available to the Company. In addition, the Company’s loan portfolio contains $18,800 in marketable government guaranteed loans.

CAPITAL RESOURCES

Capital is the shareholder’s investment in the Company. Capital grows through the retention of earnings and the issuance of new stock through the exercise of incentive options and decreases through the payment of dividends and share repurchase programs. Capital formation allows the Company to grow assets and provides flexibility in times of adversity.

Banking regulations require the Company to maintain minimum levels of capital. The Company manages its capital to maintain a “well capitalized” designation (the FDIC’s highest rating). At March 31, 2003, the Company’s total capital to risk weighted assets was 11.47%, compared to 12.74% at March 31, 2002.

The Company’s board of directors reviews its dividend considerations so that cash dividends, when and if declared by the Company, would typically be paid in mid-March, June, September, and December of each year. On February 13, 2003, the Company declared its first quarter dividend of $0.09 per share paid on March 17, 2003 to shareholders of record on February 28, 2003. The Company expects to maintain the $0.09 per share dividend per quarter during 2003, which would result in an annual dividend of $0.36 per share, which would equate to a 12.5% increase over the prior year.

The Company projects that earnings retention and existing capital will be sufficient to fund anticipated asset growth and shareholder dividends, while maintaining a well-capitalized designation from the FDIC.

Item 3. Market Risk and Balance Sheet Management

The Company’s results of operations are largely dependent upon its ability to manage market risks. Changes in interest rates can have significant effects on the Company’s financial condition and results of operations. Other types of market risk such as foreign currency exchange rate risk and commodity price risk do not arise in the normal course of the Company’s business activities. The Company does not use derivatives such as forward and futures contracts, options, or interest rate swaps to manage interest rate risk.

Interest rate risk generally arises when the maturity or repricing structure of the Company’s assets and liabilities differ significantly. Asset and liability management, which among other things, addresses such risk, is the process of developing, testing and implementing strategies that seek to maximize net interest income while maintaining sufficient liquidity. This process includes monitoring contractual maturity and prepayment expectations together with expected repricing of assets and liabilities under different interest rate scenarios. Generally the Company seeks a structure that insulates net interest income from large deviations attributable to changes in market rates by balancing the repricing characteristics of assets and liabilities.

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Interest rate risk is managed through the monitoring of the Company’s balance sheet by subjecting various asset and liability categories to interest rate shocks and gradual interest rate movements over a one-year period of time. Interest rate shocks use an instantaneous adjustment in market rates of large magnitudes on a static balance sheet to determine the effect such a change in interest rates would have on the Company’s net interest income and capital for the succeeding twelve-month period. Such an extreme change in interest rates and the assumption that management would take no steps to restructure the balance sheet does limit the usefulness of this type of analysis. This type of analysis tends to provide a best case or worst-case scenario. A more reasonable approach utilizes gradual interest rate movements over a one-year period of time to determine the effect on the Company’s net interest income.

The Company utilizes the services of The Federal Home Loan Bank’s asset/liability modeling software to determine the effect of a simultaneous shift in interest rates. Interest rate shock scenarios are modeled in 1 percent increments (plus or minus) in the federal funds rate. The more realistic forecast assumes a gradual interest rate movement of plus or minus 2.40 percent change in the federal funds rate over a one-year period of time with rates moving up or down 0.60 percent each quarter. The model used is based on the concept that all rates do not move by the same amount. Although certain assets and liabilities may have similar repricing characteristics, they may not react correspondingly to changes in market interest rates. In the event of a change in interest rates, prepayment of loans and early withdrawal of time deposits would likely deviate from those previously assumed. Increases in market rates may also affect the ability of certain borrowers to make scheduled principal payments.

The model attempts to account for such limitations by imposing weights on the differences between repricing assets and repricing liabilities within each time segment. These weights are based on the ratio between the amount of rate change of each category of asset or liability, and the amount of change in the federal funds rate. Certain non-maturing liabilities such as checking accounts and money market deposit accounts are allocated among the various repricing time segments to meet local competitive conditions and management’s strategies.

The Company strives to manage the balance sheet so that net interest income is not negatively impacted more than 15 percent given a change in interest rates of plus or minus 2 percent. Current evaluations show the Bank is within its established guidelines.

The following table shows the estimated impact of the various interest rate scenarios used in the software modeling based on data provided by the Company to the Federal Home Loan Bank at March 31, 2003. The table shows estimates of changes in net interest income. For illustrative purposes the base figure of $21,835 used in the interest rate shock analysis is the annualized actual net interest income for the first three months of 2003. Due to the various assumptions used for this modeling, no assurance can be given that projections will reflect actual results.

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Interest Rate Shock Analysis

Net Interest Income and Market Value Performance

(dollars in thousands)

Gradual Interest Rate Movement Forecast

Net Interest Income and Market Value Performance

(dollars, in thousands)

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of a date within 90 days before the filing date of this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Controls

There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. We are not aware of any significant deficiencies or material weaknesses, therefore no corrective actions were taken.

PART II    OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

A Report on Form 8-K was filed by Pacific Continental Corporation on January 22, 2003 that announced earnings for the fourth quarter and year-end December 31, 2002.

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SIGNATURES

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

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CERTIFICATION

I, Hal Brown, the President and Chief Executive Officer of Pacific Continental Corporation, certify that:

Date: April 30, 2003

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CERTIFICATION

I, Michael A. Reynolds, the Vice President and Chief Financial Officer of Pacific Continental Corporation, certify that:

Date: April 30, 2003

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