S-8

As filed with the Securities and Exchange Commission on October 6, 2003

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

PACIFIC CONTINENTAL CORPORATION

(Exact name of registrant as specified in its charter)

OREGON	93-1269184
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

111 West 7th Avenue,

Eugene, Oregon 97401

(541) 686-8685

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amended 1999 Incentive Stock Option Plan

Amended 1999 Director Stock Option Plan

(Full title of plans)

Copies of communications to:

STEPHEN M KLEIN, ESQ. Graham & Dunn P.C. Pier 70 2801 Alaskan Way, Suite 300 Seattle, Washington 98121-1128 (206) 340-9648 HAL BROWN President and Chief Executive Officer 111 West 7th Avenue Eugene, Oregon 97401 (541) 686-8685

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)(2)	Proposed maximum offering price per share(3)		Proposed maximum Aggregate offering price(3)		Amount of registration fee(2)
Common shares	798,000	$	17.96	$	14,332,080	$	1,159

Notes:

1. Shares of Registrant’s Common Stock issuable upon exercise of options outstanding under the Registrant’s Amended 1999 Incentive Stock Option Plan, and Amended 1999 Director Stock Option Plan (collectively, the “Plans”), together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance under the Plans as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock, as provided in Rule 416(a) under the Securities Act.

2. This Form S-8 with respect to the Plans relates only to the registration of additional securities of the same class as other securities for which a registration statement on Form S-8 is effective. Pursuant to General Instruction E of Form S-8, the filing fee is based only on the additional securities that may be issued pursuant to the respective Plans.

3. Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933, as amended (“Securities Act”), the price per share is estimated to be $17.96 based upon the average of the high ($18.05) and the low ($17.86) trading prices of the common stock, $1.00 par value per share of Pacific Continental Corporation as reported on the Nasdaq Stock Market on October 2, 2003.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Pacific Continental Corporation (“Company” or “Registrant”) will send or give the documents containing the information required by Part I of this registration statement on Form S-8 (the “Registration Statement”) to each participant in the Company’s Plans as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). Such documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 1. Plan Information *

Item 2. Registrant Information and Employee Plan Annual Information.*

* Information required by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.

PART II.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

INCORPORATION BY REFERENCE

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed by the Company on April 19, 2002 under Registration No. 333-86632, with respect to the securities offered pursuant to the Company’s 1999 Employee Stock Option Plan and 1999 Director Stock Option Plan (“Registration No. 333-86632) are incorporated by reference, with the exception of such opinions, consents, required signatures and exhibits, which are included and made a part of this registration statement.

In addition, the description of the Common Shares contained in the Registration No. 333-86632, including any amendments or reports filed for the purpose of updating such description, is incorporated by reference in this registration statement.

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Item 8. Exhibits.

Exhibit Number	Description
5.1	Opinion of Graham & Dunn PC, Registrant’s legal counsel, regarding legality of the Common Stock being registered
23.1	Consent of Graham & Dunn PC (included in Exhibit 5.1)
23.2	Consent of Zirkle, Long & Trigueiro, LLC
24.1	Powers of Attorney (see the Signature Page and certified resolutions of the Registrant’s Board of Directors)
99.1	Amended 1999 Employee Stock Option Plan
99.2	Amended 1999 Director Stock Option Plan
99.3	Form of Incentive Stock Option Agreement
99.4	Form of Nonqualified Stock Option Agreement

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the Registration Statement.

2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eugene, State of Oregon, on September 16, 2003.

PACIFIC CONTINENTAL CORPORATION
By:	/s/    HAL BROWN
	Hal Brown
	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Hal Brown and Michael A. Reynolds, and each of them, with full power of substitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments.

Pursuant to the requirements of the Securities Act, this Power of Attorney has been signed by the following persons, in the capacities indicated, on September 16, 2003.

Signature	Title
/s/    HAL BROWN Hal Brown	President, Director and C.E.O. (Principal Executive Officer)
/s/    MICHAEL A. REYNOLDS Michael A. Reynolds	Vice President and C.F.O. (Principal Financial and Accounting Officer)
/s/    ROBERT A. BALLIN Robert A. Ballin	Director
Donald A. Bick	Director

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/s/    LARRY G. CAMPBELL         Larry G. Campbell	Director
/s/    MICHAEL HOLCOMB         Michael Holcomb	Director
Michael D. Holzgang	Director
Donald L. Krahmer	Director
/s/    DAVID G. MONTGOMERY         Donald G. Montgomery	Director
John H. Rickman	Director
/s/    RONALD F. TAYLOR         Ronald F. Taylor	Director

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INDEX OF EXHIBITS

Exhibit Number	Description
5.1	Opinion of Graham & Dunn PC, Registrant’s legal counsel, regarding legality of the Common Stock being registered
23.1	Consent of Graham & Dunn PC (included in Exhibit 5.1)
23.2	Consent of Zirkle, Long & Trigueiro, LLC
24.1	Powers of Attorney (see the Signature Page and certified resolutions of the Registrant’s Board of Directors)
99.1	Amended 1999 Employee Stock Option Plan
99.2	Amended 1999 Director Stock Option Plan
99.3	Form of Incentive Stock Option Agreement
99.4	Form of Nonqualified Stock Option Agreement

EX-5.1

Exhibit 5.1

October 3, 2003

The Board of Directors

Pacific Continental Corporation

111 West 7^th Avenue

Eugene, Oregon 97401

Re: Legal Opinion Regarding Validity of Securities Offered

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission (the “Commission”) with respect to 798,000 shares of common stock, $1.00 par value per share (the “Shares”), of Pacific Continental Corporation, an Oregon corporation (the “Company”) authorized for issuance upon exercise of options granted under the Company’s Amended 1999 Incentive Stock Option Plan (“1999 Employee Plan”) and Amended 1999 Director Stock Option Plan (“1999 Director Plan”). The 1999 Employee Plan and 1999 Director Plan are collectively referred to as the “Plans.”

In connection with the offering of the Shares, we have examined: (i) the Plans, included as Exhibits 99.1 and 99.2, respectively, in the Registration Statement; (ii) the Registration Statement, including the remainder of the exhibits; and (iii) such other documents as we have deemed necessary to form the opinions hereinafter expressed. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of the Company.

Our opinion assumes that the Shares are issued in accordance with the terms of the respective Plans after the Registration Statement has become effective under the Act.

Based upon and subject to the foregoing, we are of the opinion that the Shares, or any portion of the Shares, have been duly authorized and that, upon registration of the Shares, issuance by the Company of and receipt of the consideration for the Shares, consistent with the terms of the respective Plans, the Shares will be validly issued, fully paid, and nonassessable.

Pacific Continental Corporation

October 3, 2003

Page 2

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This consent shall not be construed to cause us to be in the category of persons whose consent is required to be filed pursuant to Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/    Graham & Dunn PC

GRAHAM & DUNN PC

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC

ACCOUNTANTS

The Board of Directors

Pacific Continental Corporation

We consent to the incorporation by reference in this Registration Statement on Form S-8, of our report dated January 24, 2003, relating to the consolidated financial statements of Pacific Continental Corporation and subsidiary.

/s/    ZIRKLE, LONG & TRIGUEIRO, L.L.C

Zirkle, Long & Trigueiro, L.L.C

Eugene, Oregon

October 1, 2003

EX-24.1

Exhibit 24.1

SECRETARY’S CERTIFICATE

I certify that I am the Secretary of PACIFIC CONTINENTAL CORPORATION, located in Eugene, State of Oregon (“Company”), and that I have been duly elected and am presently serving in that capacity in accordance with the Bylaws of the Company.

I further certify that attached as Exhibit A is a full, true and correct copy of resolutions passed and adopted by a majority of the Board of Directors of the Company at a meeting of the Board duly held and convened on August 12, 2003.

The attached resolutions are in full force and effect and have not been revoked or rescinded as of the date hereof.

IN WITNESS WHEREOF, I have affixed my signature as of this 3rd day of October 2003.

/s/    SHANNON COFFIN

Shannon Coffin, Secretary

RESOLUTIONS

OF

THE BOARD OF DIRECTORS

OF

PACIFIC CONTINENTAL CORPORATION

(For Meeting of August 12, 2003)

RECITALS

[S-8 Registration Statement for Stock Plans]

A. The Board of Directors of Pacific Continental Corporation (the “Company”) previously approved an amendment to the 1999 Employee Stock Option Plan (“Employee Plan”) and the 1999 Director Stock Option Plan (“Director Plan”) (collectively, the “Plans”) to increase the number of shares available under the Employee Plan and Director Plan by 500,000 and 100,000 shares, respectively, and authorized the taking of such actions as necessary with respect to the Plans. The amendments to the Plans were subsequently approved by the shareholders of the Company at the 2003 Annual Meeting.

B. The Board desires to register the additional 600,000 shares of common stock issuable upon exercise of outstanding options under the Plans pursuant to the filing of an S-8 Registration Statement (“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) in the form presented at this meeting and attached as Exhibit A to these Resolutions.

RESOLUTIONS

[SEC Registration and Blue Sky Filings]

1. The proper officers of the Company, with the assistance of counsel, are hereby authorized to execute and file with the SEC, and any applicable state securities authorities, the Registration Statement and any necessary amendments, in substantially the form presented at this meeting, to cause the shares of Company common stock issuable pursuant to the Plans to be properly registered or otherwise exempt from registration.

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[Power of Attorney]

2. The Proper Officers of the Company are hereby authorized to execute a Power of Attorney for the Registration Statement appointing Hal Brown and Michael Reynolds, and each of them, with full power to act alone, to sign the Registration Statement and all amendments and related documents on behalf of the Company, and ratify the execution and filing of same with the SEC.

[General]

3. The Proper Officers of the Company are hereby authorized and directed to do and perform all such other acts and things, to pay all necessary fees, to sign all such documents and certificates and to take such other steps as may be necessary, advisable, convenient or proper to carry out the full intent of the foregoing Resolutions, and to comply fully with all applicable rules and regulations.

4. For purposes of the foregoing Resolutions, the Proper Officers of the Company are Hal Brown and Michael Reynolds, each with full power to act alone.

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EX-99.1

Exhibit 99.1

PACIFIC CONTINENTAL CORPORATION

AMENDED 1999 EMPLOYEE STOCK OPTION PLAN

1. Purpose of the Plan. The purpose of this Employee Stock Option Plan (“Plan”) is to secure for Pacific Continental Corporation (the “Company”) and its shareholders the benefits that flow from providing key employees of the Company with incentive inherent in common stock ownership. It is generally recognized that stock options plans aid in retaining competent employees, furnish a device to attract employees of exceptional ability, and provide incentive to employees to make the Company and its subsidiary, Pacific Continental Bank (“Bank”) successful. The Company intends that Options issued pursuant to this Plan shall constitute either Incentive Stock Options within the meaning of Section 422 of the Code or Nonqualified Stock Options.

2. Definitions. As used in this Plan, the following definitions apply:

a. “Bank” has the meaning set forth in paragraph 1 of this Plan.

b. “Board” means the Board of Directors of the Company.

c. “Code” means the Internal Revenue Code of 1986, as amended.

d. “Common Stock” means the Company’s common stock, currently with a par value of $1.00 per share.

e. “Company” has the meaning set forth in Paragraph 1 of this Plan.

f. “Committee” has the meaning set forth in subparagraph 4(a) of this Plan.

g. “Continuous Status as Employee” means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave or any other approved leave of absence.

h. “Date of Grant” of an Option means the date on which the Committee makes the determination granting such Option, or such later date as the Committee may designate. The Date of Grant shall be specified in the Option agreement.

i. “Employee” means any person employed by the Company, or a Subsidiary of the Company which is currently in existence or is hereafter organized or is acquired by the Company.

j. “Exercise Price” has the meaning set forth in subparagraph 4(b)(2) of this Plan.

k. “Option” means a stock option granted under this Plan. Options shall include both Incentive Stock Options as defined under Section 422 of the Code and Nonqualified Stock Options, which refer to all stock options other than Incentive Stock Options.

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l. “Optionee” means an Employee who receives an Option.

m. “Plan” has the meaning set forth in paragraph 1 of this Plan.

n. “Parent” means any corporation owning at least eighty percent (80%) of the total voting power of the issued and outstanding stock of the Company, and eighty percent (80%) of the total value of the issued and outstanding stock of the Company.

o. “Shareholder-Employee” means an Employee who owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Subsidiary or parent company. For this purpose, the attribution of stock ownership rules provided in Section 424(d) of the Code shall apply.

p. “Subsidiary” means any corporation of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

3. Stock Subject to Options.

a. Number of Shares Reserved. The maximum number of shares which may be optioned and sold under this Plan is five hundred thousand (1,000,000) shares of the Common Stock of the Company (subject to adjustment as provided in subparagraph 6(j) of this Plan). During the term of this Plan, the Company will at all times reserve and keep available a sufficient number of shares of its Common Stock to satisfy the requirements of this Plan.

b. Expired Options. If any outstanding Option expires or becomes unexercisable for any reason without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option will again become available for other Options.

4. Administration of the Plan.

a. The Committee. The Board will administer this Plan directly, acting as a Committee of the whole, or if the Board elects, by a separate Committee appointed by the Board for that purpose and consisting of at least three Board members. All references in the Plan to the “Committee” refers to this separate Committee, if any is established, or if none is then in existence, refers to the Board as a whole. Once appointed, any Committee will continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or

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without cause), appoint new members in substitution, and fill vacancies however caused. The Committee will select one of its members as chairman, and will hold meetings at such times and places as the chairman or a majority of the Committee may determine. At all times, the Board will have the power to remove all members of the Committee and thereafter to directly administer this Plan as a Committee of the whole.

(1) Members of the Committee who are eligible for Options or who have been granted Options will be counted for all purposes in determining the existence of a quorum at any meeting of the Committee and will be eligible to vote on all matters before the Committee respecting the granting of Options or administration of this Plan.

b. Powers of the Committee. All actions of the Committee must be either (i) by a majority vote of the members of the full Committee at a meeting of the Committee, or (ii) by unanimous written consent of all members of the full Committee without a meeting. All decisions, determinations and interpretations of the Committee will be final and binding on all persons, including all Optionees and any other holders or persons interested in any Options, unless otherwise expressly determined by a vote of the majority of the entire Board. No member of the Committee or of the Board will be liable for any action or determination made in good faith with respect to the Plan or any Option. Subject to all provisions and limitations of the Plan, the Committee will have the authority and discretion:

(1) to determine the persons to whom Options are to be granted, the Dates of Grant, and the number of shares to be represented by each Option;

(2) to determine the price at which shares of Common Stock are to be issued under an Option, subject to subparagraph 6(b) of this Plan (“Exercise Price”);

(3) to determine all other terms and conditions of each Option granted under this Plan (including specification of the dates upon which Options become exercisable, and whether conditioned on performance standards, periods of service or otherwise), which terms and conditions can vary between Options;

(4) to modify or amend the terms of any Option previously granted, or to grant substitute Options, subject to subparagraphs 6(l) and 6(m) of this Plan;

(5) to authorize any person or persons to execute and deliver Option agreements or to take any other actions deemed by the Committee to be necessary or appropriate to effect the grant of Options by the Committee;

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(6) to interpret this Plan and to make all other determinations and take all other actions which the Committee deems necessary or appropriate to administer this Plan in accordance with its terms and conditions.

5. Eligibility. Options may be granted only to Employees. Granting of Options under this Plan will be entirely discretionary with the Committee. Adoption of this Plan will not confer on any Employee any right to receive any Option or Options under this Plan unless and until said Options are granted by the Committee in its sole discretion. Neither the adoption of this Plan nor the granting of any Options under this Plan will confer upon any Employee or Optionee any right with respect to continuation of employment, nor will the same interfere in any way with his or her right or with the right of the Company or any Subsidiary to terminate his or her employment at any time.

6. Terms and Conditions of Options. All Options granted under this Plan must be authorized by the Committee, and must be documented in written Option agreements in such form as the Committee will approve from time to time, which agreements must comply with and be subject to all of the following terms and conditions:

a. Number of Shares; Annual Limitation. Each Option agreement must state whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option and the number of shares subject to Option. Any number of Options may be granted to an Employee at any time; except that, in the case of Incentive Stock Options, the aggregate fair market value (determined as of each Date of Grant) of all shares of Common Stock with respect to which Incentive Stock Options become exercisable for the first time by such Employee during any one calendar year (under all incentive stock option plans of the Company and all of its Subsidiaries taken together) shall not exceed $100,000. Any portion of an Option in excess of the $100,000 limitation shall be treated as a Nonqualified Stock Option

b. Exercise Price and Consideration. The Exercise Price shall be the price determined by the Committee, subject to subparagraphs (1) and (2) below.

(1) In the case of Incentive Stock Options, the Exercise Price shall in no event be less than the fair market value of the Common Stock on the Date of Grant. In the case of an Incentive Stock Option granted to a Employee who, immediately before the grant of such Incentive Stock Option, is a Shareholder-Employee, the Exercise Price shall be at least 110% of the fair market value of the Common Stock on the Date of Grant.

(2) In all cases, the Exercise Price shall be no less than the greater of (i) the fair market value of the Common Stock or (ii) the net book value of the Common Stock at the time of grant, as is determined by the Committee.

(3) In all cases, the Exercise Price shall be payable either (i) in United States dollars upon exercise of the Option, or (ii) if approved by the Board, other consideration including without limitation Common Stock of the Company, services, debt instruments or other property.

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c. Term of Option. No Option shall in any event be exercisable after the expiration of ten (10) years from the Date of Grant. Further, no Incentive Stock Option granted to a Employee who, immediately before such Incentive Stock Option is granted, is a Shareholder-Employee shall be exercisable after the expiration of five (5) years from the Date of Grant. Subject to the foregoing and other applicable provisions of the Plan including but not limited to subparagraphs 6(g), 6(h) and 6(i), the term of each Option will be determined by the Committee in its discretion.

d. Non-transferability of Options. No Option may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

e. Manner of Exercise. An Option will be deemed to be exercised when written notice of exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option, together with full payment for the shares of Common Stock subject to said notice.

f. Rights as Shareholder. An Optionee shall have none of the rights of a shareholder with respect to any shares covered by his or her Option unless and until the Optionee has exercised such Option and submitted full payment for the shares.

g. Death of Optionee. An Option shall be exercisable at any time prior to termination under subparagraphs (1) or (2), below, by the Optionee’s estate or by such person or persons who have acquired the right to exercise the Option by bequest or by inheritance or by reason of the death of the Optionee. In the event of the death of an Holder,

(1) an Incentive Stock Option shall terminate no later than the earliest of (i) one year after the date of death of the Optionee if the Optionee had been in Continuous Status as an Employee since the Date of Grant of the Option, or (ii) the date specified under subparagraph 6(i) of this Plan if the Optionee’s status as an Employee was terminated prior to his or her death, or (iii) the expiration date otherwise provided in the applicable Option agreement; and

(2) a Nonqualified Stock Option shall terminate no later than the earlier of (i) one year after the date of death of the Optionee, or (ii) the expiration date otherwise provided in the Option agreement, except that if the expiration date of a Nonqualified Stock Option should occur during the 180-day period immediately following the Optionee’s death, such Option shall terminate at the end of such 180-day period.

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h. Disability of Optionee. If an Optionee’s status as an Employee is terminated at any time during the Option period by reason of a disability (within the meaning of Section 22(e)(3) of the Code) and if said Optionee had been in Continuous Status as an Employee at all times between the date of grant of the Option and the termination of his or her status as an Employee, his or her Option shall terminate no later than the earlier of (i) one year after the date of termination of his or her status as an Employee, or (ii) the expiration date otherwise provided in his or her Option agreement.

i. Termination of Status as an Employee.

(1) If an Optionee’s status as an Employee is terminated at any time after the grant of an Option to such Employee for any reason other than death or disability (as described in subparagraphs 6(g) and 6(h) above) and not for cause, as provided in subparagraph (2) below, then such Option shall terminate no later than the earlier of (i) the same day of the third month after the date of termination of his or her status as an Employee, or (ii) the expiration date otherwise provided in his or her Option agreement.

(2) If an Optionee’s status as an Employee is terminated for cause at any time after the grant of an Option to such Employee, then such Option shall terminate immediately upon notice to the Employee of termination of his or her status as an Employee. Solely for this purpose, “cause” will be deemed to exist only if the Board has reasonable grounds to believe that the Company has suffered or will suffer substantial injury as a result of the gross negligence or dishonesty of the Optionee who is removed

j. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, the number of shares of Common Stock available for grant of additional Options, and the per-share Exercise Price in each outstanding Option, will be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split or other subdivision or consolidation of shares, the payment of any stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company will not be deemed to have been “effected without receipt of consideration.” Such adjustment will be made by the Committee, whose determination in that respect will be final, binding and conclusive.

(1) Except as otherwise expressly provided in this subparagraph 6(j), no Optionee will have any rights by reason of any stock split or the payment of any stock dividend or any other increase or decrease in the number of shares of Common Stock, and no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any

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class, will affect the number of shares or Exercise Price subject to any Options, and no adjustments in Options will be made by reason thereof. The grant of an Option under this Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure.

k. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an Option granted under this Plan unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, including applicable federal and state securities laws. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such Common Stock if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

l. Corporate Sale Transactions. In the event of the merger or reorganization of the Company with or into any other corporation, the sale of substantially all of the assets of the Company, or a dissolution or liquidation of the Company (collectively, “Sale Transaction”), (1) all outstanding Options that are not then fully exercisable will become exercisable upon the date of closing of any sale transaction or such earlier date as the Committee may fix; and (2) the Committee may, in the exercise of its sole discretion, terminate all outstanding Options as of a date fixed by the Committee. In such event, however, the Committee must notify each Optionee of such action in writing not less than sixty (60) days prior to the termination date fixed by the Committee, and each Optionee must have the right to exercise his or her Option prior to said termination date.

m. Substitute Stock Options. In connection with an internal reorganization of the Company, the Committee is authorized, in its discretion, to substitute for any unexercised Option, a new option for shares of the resulting entity’s stock.

n. Tax Compliance. The Company, in its sole discretion, may take actions reasonably believed by it to be required to comply with any local, state, or federal tax laws relating to the reporting or withholding of taxes attributable to the grant or exercise of any Option or the disposition of any shares of Common Stock issued upon exercise of an Option, including, but not limited to (i) withholding from any Optionee exercising an Option a number of shares of Common Stock having a fair market value equal to the amount required to be withheld by the Company under applicable tax laws, and (ii) withholding from any form of compensation or other amount due an Optionee, or holder, of shares of Common Stock issued upon exercise of an Option any amount required to be withheld by the Company under applicable tax laws. Withholding or reporting will be considered required for purposes of this subparagraph if the Committee, in its sole discretion, so determines.

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o. Holding Period for Incentive Stock Options. With regard to shares of Common Stock issued pursuant to an Incentive Stock Option granted under the Plan, if the Optionee (or such other person who may exercise the Option pursuant to subparagraph 6(g) of this Plan) makes a disposition of such shares within two years from the Date of Grant of such Option, or within one year from the date of issuance of such shares to the Optionee upon the exercise of such Option, then the Optionee must notify the Company in writing of such disposition and must cooperate with the Company in any tax compliance relating to such disposition.

p. Other Provisions. Option agreements executed under this Plan may contain such other provisions as the Committee will deem advisable.

7. Term of the Plan. This Plan will become effective and Options may be granted upon the Plan’s approval by the Board, subject to shareholder approval. Unless sooner terminated as provided in subparagraph 7(a) of this Plan, this Plan will terminate on the tenth (10th) anniversary of its effective date. Options may be granted at any time after the effective date and prior to the date of termination of this Plan.

a. Amendment or Early Termination of the Plan. The Board may terminate this Plan at any time. The Board may amend this Plan at any time and from time to time in such respects as the Board may deem advisable, except that, without approval of the shareholders, no revision or amendment will increase the number of shares of Common Stock subject to this Plan other than in connection with an adjustment under subparagraph 6(j) of this Plan.

b. Effect of Amendment or Termination. No amendment or termination of this Plan will affect Options granted prior to such amendment or termination, and all such Options will remain in full force and effect notwithstanding such amendment or termination.

8. Shareholder Approval. Adoption of this Plan will be subject to ratification by affirmative vote of shareholders owning at least a majority of the outstanding Common Stock of the Company at a duly convened meeting within twelve (12) months after the date of the Board’s adoption of this Plan.

* * * * *

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CERTIFICATE OF ADOPTION

I certify that the foregoing Employee Stock Option Plan was approved by the Board of Directors of Pacific Continental Bank on February 9, 1999. I further certify that the Board of Directors of Pacific Continental Corporation adopted the Plan at a meeting held on April 9, 2002 and adopted an amendment to the Plan on February 11, 2003.

Hal Brown, Secretary

I certify that the foregoing Employee Stock Option Plan was approved by the shareholders of Pacific Continental Bank on April 22, 1999. The Shareholders of Pacific Continental Corporation further approved an amendment to the Plan on April 22, 2003.

Hal Brown Secretary

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EX-99.2

Exhibit 99.2

PACIFIC CONTINENTAL CORPORATION

AMENDED 1999 DIRECTOR STOCK OPTION PLAN

1. Purpose of the Plan. The purpose of this 1999 Director Stock Option Plan (“Plan”) is to secure for Pacific Continental Corporation (the “Company”) and its shareholders the benefits which flow from providing Directors of the Company with incentive inherent in common stock ownership. It is generally recognized that stock options plans aid in retaining competent directors, furnish a device to attract directors of exceptional ability, and provide incentive to Directors to make the Company successful. The Company intends that Options issued under this Plan will constitute nonqualified stock options.

2. Definitions. As used in this Plan, the following definitions apply:

a. “Bank” means Pacific Continental Bank.

b. “Board” means the Board of Directors of the Company.

c. “Code” means the Internal Revenue Code of 1986, as amended.

d. “Common Stock” means the Company’s common stock, currently with a par value of $1.00 per share.

e. “Committee” has the meaning set forth in subparagraph 4(a) of this Plan.

f. “Company” has the meaning set forth in paragraph 1 of this Plan.

g. “Continuous Status as a Director” means the absence of any interruption or termination of service as a Director.

h. “Date of Grant” of an Option means the date on which the Committee makes the determination granting such Option, or such later date as the Committee may designate. The Date of Grant shall be specified in the Option agreement.

i. “Director” means any person serving as a member of the Board of the Company, or a Subsidiary of the Company which is currently in existence or is hereafter organized or is acquired by the Company.

j. “Exercise Price” has the meaning set forth in subparagraph 4(b)(2) of this Plan.

k. “Option” means a stock option granted under this Plan, which constitutes a Nonqualified Stock Option.

l. “Optionee” means a Director who receives an Option.

m. “Plan” has the meaning set forth in paragraph 1 of this Plan.

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n. “Parent” means any corporation owning at least eighty percent (80%) of the total voting power of the issued and outstanding stock of the Company, and eighty percent (80%) of the total value of the issued and outstanding stock of the Company.

o. “Subsidiary” means any corporation of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

3. Stock Subject to Options.

a. Number of Shares Reserved. The maximum number of shares which may be optioned and sold under this Plan is one hundred thousand (200,000) shares of the Common Stock of the Company (subject to adjustment as provided in subparagraph 6(j) of this Plan). During the term of this Plan, the Company will at all times reserve and keep available a sufficient number of shares of its Common Stock to satisfy the requirements of this Plan.

b. Expired Options. If any outstanding Option expires or becomes unexercisable for any reason without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option will again become available for other Options.

4. Administration of the Plan.

a. The Committee. The Board will administer this Plan directly, acting as a Committee of the whole, or if the Board elects, by a separate Committee appointed by the Board for that purpose and consisting of at least three independent Board members. All references in the Plan to the “Committee” refers to this separate Committee, if any is established, or if none is then in existence, refers to the Board as a whole. Once appointed, any Committee will continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause), appoint new members in substitution, and fill vacancies however caused. The Committee will select one of its members as chairman, and will hold meetings at such times and places as the chairman or a majority of the Committee may determine. At all times, the Board will have the power to remove all members of the Committee and thereafter to directly administer this Plan as a Committee of the whole.

(1) Members of the Committee who are eligible for Options or who have been granted Options will be counted for all purposes in determining the existence of a quorum at any meeting of the Committee and will be eligible to vote on all matters before the Committee respecting the granting of Options or administration of this Plan.

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b. Powers of the Committee. All actions of the Committee must be either (i) by a majority vote of the members of the full Committee at a meeting of the Committee, or (ii) by unanimous written consent of all members of the full Committee without a meeting. All decisions, determinations and interpretations of the Committee will be final and binding on all persons, including all Optionees and any other holders or persons interested in any Options, unless otherwise expressly determined by a vote of the majority of the entire Board. No member of the Committee or of the Board will be liable for any action or determination made in good faith with respect to the Plan or any Option. Subject to all provisions and limitations of the Plan, the Committee will have the authority and discretion:

(1) to determine the Directors to whom Options are to be granted, the Dates of Grant, and the number of shares to be represented by each Option;

(2) to determine the price at which shares of Common Stock are to be issued under an Option, subject to subparagraph 6(b) of this Plan (“Exercise Price”);

(3) to determine all other terms and conditions of each Option granted under this Plan (including specification of the dates upon which Options become exercisable, and whether conditioned on performance standards, periods of service or otherwise), which terms and conditions can vary between Options;

(4) to modify or amend the terms of any Option previously granted, or to grant substitute Options, subject to subparagraphs 6(l) and 6(m) of this Plan;

(5) to authorize any person or persons to execute and deliver Option agreements or to take any other actions deemed by the Committee to be necessary or appropriate to effect the grant of Options by the Committee;

(6) to interpret this Plan and to make all other determinations and take all other actions which the Committee deems necessary or appropriate to administer this Plan in accordance with its terms and conditions.

5. Eligibility. Options may be granted only to Directors. Granting of Options under this Plan will be entirely discretionary with the Committee. Adoption of this Plan will not confer on any Director any right to receive any Option or Options under this Plan unless and until said Options are granted by the Committee, in its sole discretion. Neither the adoption of this Plan nor the granting of any Options under this Plan will confer upon any Director or Optionee any right with respect to continuation of status as a Director, nor will the same interfere in any way with his or her right or with the right of the shareholders of the Company or any Subsidiary to terminate his or her status as a Director at any time.

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6. Terms and Conditions of Options. All Options granted under this Plan must be authorized by the Committee, and must be documented in written Option agreements in such form as the Committee will approve from time to time, which agreements must comply with and be subject to all of the following terms and conditions:

a. Number of Shares. Each Option agreement must state the number of shares subject to Option. Any number of Options may be granted to a single eligible Director at any time and from time to time.

b. Exercise Price and Consideration. Each option agreement must state the Exercise Price for the shares of Common Stock to be issued under the Option, which price must be not less than the greater of (1) the fair market value of the Common Stock or (2) the net book value of the Common Stock at the time of grant, as is determined by the Committee. The Exercise Price is payable either (i) in United States dollars upon exercise of the Options, or (ii) if approved by the Board or Committee, other consideration including without limitation Common Stock of the Company, services, debt instruments or other property.

c. Term of Option. No Option shall in any event be exercisable after the expiration of ten (10) years from the Date of Grant. Subject to other applicable provisions of this Plan including but not limited to subparagraphs 6(g), 6(h) and 6(i), the term of each Option will be determined by the Committee in its discretion.

d. Non-transferability of Options. No Option may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

e. Manner of Exercise. An Option will be deemed to be exercised when written notice of exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option, together with full payment for the shares of Common Stock subject to said notice.

f. Rights as Shareholder. An Optionee shall have none of the rights of a shareholder with respect to any shares covered by his or her Option unless and until the Optionee has exercised such Option and submitted full payment for the shares.

g. Death of Optionee. In the event of the death of an Optionee who at the time of his or her death was a Director and who had been in Continuous Status as a Director since the Date of Grant of the Option, the Option will terminate on the earlier of (i) one year after the date of death of the Optionee, or (ii) the expiration date otherwise provided in the Option agreement, except that if the expiration date should occur during the 180-day period immediately following the Optionee’s death, such Option will terminate at the end of such 180-day period. The Option will be exercisable at any time prior to such termination by the Optionee’s estate, or by such person or persons who have acquired the right to exercise the Option by bequest or by inheritance or by reason of the death of the Optionee.

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h. Disability of Optionee. If an Optionee’s status as a Director is terminated at any time during the Option period by reason of a disability (within the meaning of Section 22(e)(3) of the Code) and if said Optionee had been in Continuous Status as a Director at all times between the Date of Grant of the Option and the termination of his or her status as a Director, his or her Option will terminate on the earlier of (i) one year after the date of termination of his or her status as a Director, or (ii) the expiration date otherwise provided in his or her Option agreement.

i. Termination of Status as a Director.

(1) If an Optionee’s status as a Director is terminated at any time after the grant of an Option to such Director for any reason other than death or disability, as provided in subparagraphs 6(g) and 6(h) of this Plan, and excepting if the Director is removed for cause, as provided in subparagraph (2) below, such Option will terminate on the earlier of (i) the same day of the third month after the date of termination of his or her status as a Director, or (ii) the expiration date otherwise provided in his or her Option agreement.

(2) If an Optionee is removed as a Director for cause at any time after the grant of an Option to such Director, then such Option will terminate immediately upon notice to the Director of termination of his or her status as a Director. Solely for this purpose, “cause” will be deemed to exist only if the Board has reasonable grounds to believe that the Company has suffered or will suffer substantial injury as a result of the gross negligence or dishonesty of the Director who is removed.

j. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, the number of shares of Common Stock available for grant of additional Options, and the per-share Exercise Price in each outstanding Option, will be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split or other subdivision or consolidation of shares, the payment of any stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company will not be deemed to have been “effected without receipt of consideration.” Such adjustment will be made by the Committee, whose determination in that respect will be final, binding and conclusive.

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(1) Except as otherwise expressly provided in this subparagraph 6(j), no Optionee will have any rights by reason of any stock split or the payment of any stock dividend or any other increase or decrease in the number of shares of Common Stock, and no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, will affect the number of shares or Exercise Price subject to any Options, and no adjustments in Options will be made by reason thereof. The grant of an Option under this Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure.

k. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an Option granted under this Plan unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions of law, including applicable federal and state securities laws. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such Common Stock if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

l. Corporate Sale Transactions. In the event of the merger or reorganization of the Company with or into any other corporation, the sale of substantially all of the assets of the Company, or a dissolution or liquidation of the Company (collectively, “Sale Transaction”), (1) all outstanding Options that are not then fully exercisable will become exercisable upon the date of closing of any sale transaction or such earlier date as the Committee may fix; and (2) the Committee may, in the exercise of its sole discretion, terminate all outstanding Options as of a date fixed by the Committee. In such event, however, the Committee must notify each Optionee of such action in writing not less than sixty (60) days prior to the termination date fixed by the Committee, and each Optionee must have the right to exercise his or her Option prior to said termination date.

m. Substitute Stock Options. In connection with an internal reorganization of the Company, the Committee is authorized, in its discretion, to substitute for any unexercised Option, a new option for shares of the resulting entity’s stock.

n. Tax Compliance. The Company, in its sole discretion, may take actions reasonably believed by it to be required to comply with any local, state, or federal tax laws relating to the reporting or withholding of taxes attributable to the grant or exercise of any Option or the disposition of any shares of Common Stock issued upon exercise of an Option, including, but not limited to (i) withholding from any Optionee exercising an Option a number of shares of Common Stock having a fair market value equal to the amount required to be withheld by the Company under applicable tax laws, and (ii) withholding from any form of

6

compensation or other amount due an Optionee, or holder, of shares of Common Stock issued upon exercise of an Option any amount required to be withheld by the Company under applicable tax laws. Withholding or reporting will be considered required for purposes of this subparagraph if the Committee, in its sole discretion, so determines.

o. Other Provisions. Option agreements executed under this Plan may contain such other provisions as the Committee will deem advisable.

7. Term of the Plan. This Plan will become effective and Options may be granted upon the Plan’s approval by the Board, subject to shareholder approval. Unless sooner terminated as provided in subparagraph 7(a) of this Plan, this Plan will terminate on the tenth (10th) anniversary of its effective date. Options may be granted at any time after the effective date and prior to the date of termination of this Plan.

a. Amendment or Early Termination of the Plan. The Board may terminate this Plan at any time. The Board may amend this Plan at any time and from time to time in such respects as the Board may deem advisable, except that, without approval of the shareholders, no revision or amendment will increase the number of shares of Common Stock subject to this Plan other than in connection with an adjustment under subparagraph 6(j) of this Plan.

b. Effect of Amendment or Termination. No amendment or termination of this Plan will affect Options granted prior to such amendment or termination, and all such Options will remain in full force and effect notwithstanding such amendment or termination.

8. Shareholder Approval. Adoption of this Plan will be subject to ratification by affirmative vote of shareholders owning at least a majority of the outstanding Common Stock of the Company at a duly convened meeting.

* * * * *

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CERTIFICATE OF ADOPTION

I certify that the foregoing Director Stock Option Plan was approved by the Board of Directors of Pacific Continental Bank on February 9, 1999. I further certify that the Board of Directors of Pacific Continental Corporation adopted the Plan at a meeting held on April 9, 2002 and adopted an amendment to the Plan on February 11, 2003.

Hal Brown, Secretary

I certify that the foregoing Director Stock Option Plan was approved by the shareholders of Pacific Continental Bank on April 22, 1999. The Shareholders of Pacific Continental Corporation further approved an amendment to the Plan on April 22, 2003.

Hal Brown, Secretary

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EX-99.3

EXHIBIT 99.3

INCENTIVE STOCK OPTION

(Non-transferable)

PACIFIC CONTINENTAL CORPORATION

For value received, Pacific Continental Corporation, an Oregon state corporation (the “Company”) grants to «First» «Last» (the “Holder”), subject to the following terms and conditions, an option (“Option”) to purchase «Grant_» shares of the common stock of the Company (the “Shares”). This Option is granted pursuant to the Company’s 1999 Employee Stock Option Plan (the “Plan”), the terms and conditions of which are incorporated by this reference. The Holder is encouraged to review carefully the Plan and any related materials received from the Company prior to exercising this Option.

1. Term and Exercise

1.1 Term. This Option shall have a term of five (5) years after the date of grant, which is              2002 (the “Grant Date”).

1.2 Vesting Schedule. This Option will be 100% vested at the end of four (4) years, with 20% of the Shares vesting on the Grant Date and 20% of the remaining Shares vesting on each of the first, second, third and fourth anniversaries of the Grant Date.

1.3 Exercise. The Holder shall exercise this Option, if at all, by tendering at the office of the Company the Notice of Exercise attached as Exhibit A, or such other appropriate written notice, specifying the number of shares to be purchased, in either case together with a certified check payable to the Company in an amount equal to the full purchase price of the number of Shares so specified.

1.4 Issuance of Shares. Within ten (10) business days following the exercise of this Option by the Holder as provided in Section 1.3, the Company will cause to be issued in the name of and delivered to the Holder a certificate for the Shares.

2. Option Price. The option price at which the Shares may be purchased upon the exercise of this Option (the “Option Price”) shall be $              per Share

3. Notices. Any notice, offer, acceptance, demand, request, consent or other communication required or permitted under this Option must be in writing and will be deemed to have been duly given or made either (1) when delivered personally to the party to whom it is directed (or any officer or agent of such party), or (2) three days after being deposited in the United States; mail, certified or registered, postage prepaid, return receipt requested and properly addressed to the party to whom it is directed. A communication will be deemed to be properly addressed if sent to the Company as addressed below, or to the Holder when sent to the last known address Holder provided to the Company’s Personnel Department:

If to the Company:

Pacific Continental Corporation

P.O. Box 10727

Eugene, OR 97440-2727

Attention: President

4. Governing Law. This Option will be governed by and construed and enforced in accordance with the laws of the State of Oregon and the laws of the United States.

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5. Successors and Assigns. All of the provisions of this Option will bind the Company, its successors and assigns, the Holder, and the Holder’s heirs, personal representatives and guardians.

The Company has caused this Option to be executed in its corporate name by its duly appointed and authorized officer, as of this          day of            , 2002

PACIFIC CONTINENTAL

CORPORATION

By:

Title:

ATTEST:

By:

Title:

ACCEPTED:

«First» «Last»

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EX-99.4

EXHIBIT 99.4

PACIFIC CONTINENTAL CORPORATION

DIRECTOR STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into by and between Pacific Continental Corporation, an Oregon corporation and the holding company of Pacific Continental Bank (the “Company”) and «First» «Last» (“Director”). The Company and Director agree as follows:

Pursuant to the Company’s 1999 Director Stock Option Plan (the “Plan”), the Company hereby grants to Director an irrevocable nonqualified stock option to purchase «Grant» shares of common stock of the Company at an option price of $             per share, payable in cash.

The date of grant of this option is                             . This option will terminate on             , unless sooner terminated by reason of death, disability or other termination of status as a director, as provided in the Plan.

This option will be fully vested and exercisable on the date of grant. From the date of grant through the date of termination, Director may exercise this option, in whole or in part, at any time and from time to time. This option may only be exercised if it is exercised in the manner provided by the Plan. Exercise must be by actual delivery to the Company of a written Notice of Exercise signed by Director, or such other appropriate notice, specifying the number of shares and option price and accompanied by payment of the full amount of the option price.

All of the terms and conditions of the Plan are incorporated by this reference as part of this Agreement as if such terms and conditions had been included in this Agreement.

EXECUTED as of            , 2002.

DIRECTOR:	COMPANY:
	PACIFIC CONTINENTAL CORPORATION
	By
«First» «Last»

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