QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

Unaudited Pro Forma Condensed Combined Financial Data
of First Community, First Charter, Pacific Western and W.H.E.C.

        The following tables present financial data for First Community, First Charter, Pacific Western and W.H.E.C. after giving effect to the mergers and the proceeds received from this offering and the separate offering of trust preferred securities described in Note 12, which we refer to as "pro forma" information. The pro forma financial data give effect to the mergers under the purchase accounting method in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In presenting the pro forma information for certain time periods, First Community assumed that First Community, First Charter, Pacific Western and W.H.E.C. had been merged throughout those periods. The following unaudited pro forma combined financial data combines the historical consolidated condensed financial statements of First Community and the historical consolidated condensed financial statements of First Charter, the historical condensed financial statements of Pacific Western and the historical consolidated condensed financial statements of W.H.E.C., giving effect of the mergers as if they had been effective on September 30, 2001 and December 31, 2000, with respect to the Pro Forma Combined Condensed Balance Sheet, and as of the beginning of the periods indicated, with respect to the Pro Forma Combined Condensed Statements of Income. This information should be read in conjunction with the historical financial statements of the companies, including their respective notes thereto, which are included in other First Community filings.

        First Community expects that it will incur reorganization and restructuring expenses as a result of combining First Charter, Pacific Western and W.H.E.C. with First Community. The effect of the estimated merger and reorganization costs expected to be incurred in connection with the mergers has been reflected in the pro forma combined balance sheets. First Community also anticipates that the mergers will provide the combined company with certain financial benefits that include reduced operating expenses and opportunities to earn more revenue. However, First Community does not reflect any of these anticipated cost savings or benefits in the pro forma information. Finally, the pro forma financial information does not reflect any divestitures of branches or deposits that may be required in connection with the mergers. Therefore, the pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not attempt to predict or suggest future results. The pro forma information also does not attempt to show how the combined company would actually have performed had the companies been combined throughout these periods. All adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of results of the unaudited historical interim periods have been included.

        As described in Note 1, on October 8, 2001, First Charter Bank, N.A. merged with and into First Professional Bank, N.A., a wholly owned subsidiary of First Community. The First Charter merger was accounted for using purchase accounting. Due to the materiality of this acquisition, the Unaudited Pro Forma Combined Condensed Statements of Income for the nine-month period ended September 30, 2001, and for the year ended December 31, 2000, and the Unaudited Pro Forma Combined Condensed Balance Sheets as of September 30, 2001 and December 31, 2000 are additionally presented as if the First Charter merger occurred at the beginning of the periods for the Unaudited Pro Forma Combined Condensed Statements of Income and as of the indicated dates for the Pro Forma Combined Condensed Balance Sheets. Such information presented is not intended to reflect the actual results that would have been achieved had the First Charter merger actually occurred on those dates, and it should be read in conjunction with the historical financial information included in other First Community filings.

F-1

        As described in Note 6, on January 16, 2001, Professional Bancorp merged with and into First Community. The Professional Merger was accounted for using purchase accounting. Due to the materiality of this acquisition, the Unaudited Pro Forma Combined Condensed Statements of Income for the nine-month period ended September 30, 2001, and for the year ended December 31, 2000, and the Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 2000 are additionally presented as if the Professional Merger occurred at the beginning of the periods presented for the Unaudited Pro Forma Combined Condensed Statements of Income or as of December 31, 2000 for the Unaudited Pro Forma Combined Condensed Balance Sheet. Such information presented is not intended to reflect the actual results that would have been achieved had the Professional Merger actually occurred on those dates, and it should be read in conjunction with the historical financial information included in other First Community filings.

        As described in Note 11, on August 21, 2001, First Community entered into an agreement to acquire Pacific Western National Bank (the "Pacific Western Acquisition"). The Pacific Western Acquisition will be accounted for using purchase accounting. Due to the materiality of this acquisition, the Unaudited Pro Forma Combined Condensed Statements of Income for the nine-month period ended September 30, 2001, and for the year ended December 31, 2000 and the Unaudited Pro Forma Combined Condensed Balance Sheets as of September 30, 2001 and December 31, 2000 are additionally presented as if the Pacific Western Acquisition occurred at the beginning of the periods for the Unaudited Pro Forma Combined Condensed Statements of Income and as of the indicated dates for the Pro Forma Combined Condensed Balance Sheets. Such information presented is not intended to reflect the actual results that would have been achieved had the Pacific Western Acquisition actually occurred on those dates, and it should be read in conjunction with the historical financial information included herein.

        As described in Note 16, on November 12, 2001, First Community entered into an agreement to acquire W.H.E.C., Inc. (the "W.H.E.C. Acquisition"). The W.H.E.C. Acquisition will be accounted for using the purchase method of accounting. Due to the materiality of this acquisition, the Unaudited Pro Forma Combined Condensed Statements of Income for the nine-month period ended September 30, 2001, and for the year ended December 31, 2000 and the Unaudited Pro Forma Combined Condensed Balance Sheets as of September 30, 2001 and December 31, 2000 are additionally presented as if the W.H.E.C. Acquisition occurred at the beginning of the periods for the Unaudited Pro Forma Combined Condensed Statements of Income and as of the indicated dates for the Pro Forma Combined Condensed Balance Sheets. Such information presented is not intended to reflect the actual results that would have been achieved had the W.H.E.C. Acquisition actually occurred on those dates, and it should be read in conjunction with the historical financial statements included in other First Community filings.

F-2

Unaudited Pro Forma Combined Condensed Balance Sheets
At September 30, 2001

				First Community		First Charter			Pro Forma Adjustments			First Community Pro Forma		Pacific Western		Pro Forma Adjustments			Pro Forma w/ Pac Western		W.H.E.C.		Pro Forma Adjustments			Pro Forma w/ W.H.E.C.
				(In thousands, except per share data)
Assets:
Cash and due from banks				$	48,737	$	9,275		$	—		$	58,012	$	12,016	$	—		$	70,028	$	7,784	$	—		$	77,812
Federal funds sold					103,552		23,042			—			126,594		40,000		3,370	(aaa)		169,964		11,060		—			181,024
		Total cash and cash equivalents			152,289		32,317			—			184,606		52,016		3,370			239,992		18,844		—			258,836
Interest-bearing deposits in financial institutions					285		3,061			—			3,346		—		—			3,346		450		—			3,796
Federal Reserve Bank and Federal Home Loan Bank stock, at cost					1,487		628			—			2,115		348		—			2,463		119		—			2,582
Securities held to maturity					11,926		—			—			11,926		—		—			11,926		—		—			11,926
Securities available-for-sale					96,777		25,140			—			121,917		18,727		—			140,644		30,008		—			170,652
		Total securities			110,190		25,768			—			135,958		19,075		—			155,033		30,127		—			185,160
Net loans					378,996		61,841			—			440,837		183,140		—			623,977		85,909		—			709,886
Premises and equipment					5,409		290			—			5,699		3,290		—			8,989		1,268		—			10,257
Other real estate owned					309		1,288			—			1,597		—		—			1,597		—		—			1,597
Goodwill					4,151		—			7,190	(aa)		11,341		—		20,920	(bbb)		32,261		—		13,471	(aaaa)		45,732
Other assets					20,199		2,418			427	(bb)		23,044		2,935		855	(ccc)		26,834		4,016		651	(bbbb)		31,501
		Total Assets		$	671,828	$	126,983		$	7,617		$	806,428	$	260,456	$	25,145		$	1,092,029	$	140,614	$	14,122		$	1,246,765
Liabilities and Shareholders' Equity:
Liabilities:
Non-interest bearing deposits				$	228,500	$	34,920		$	—		$	263,420	$	38,356	$	—		$	301,776	$	44,338	$	—		$	346,114
Interest bearing deposits					379,668		75,825			—			455,493		202,084		—			657,577		84,704		—			742,281
		Total deposits			608,168		110,745			—			718,913		240,440		—			959,353		129,042		—			1,088,395
Accrued interest payable and other liabilities					6,299		909			2,721	(cc)		9,929		1,087		4,074	(ddd)		15,090		1,137		2,957	(cccc)		19,184
Borrowed funds					16,387		6,000			—			22,387		—		20,000	(kkk)		42,387		—		—			42,387
		Total Liabilities			630,854		117,654			2,721			751,229		241,527		24,074			1,016,830		130,179		2,957			1,149,966
Shareholders' Equity:
Convertible preferred stock					—		5,045			(5,045	)(dd)		—		—		—			—		—		—			—
Common stock					28,847		174			14,051	(ee)		43,072		1,536		18,464	(eee)		63,072		1,000		20,600	(dddd)		84,672
Additional paid-in-capital					—		12,439			(12,439	)(ff)		—		5,860		(5,860	)(fff)		—		3,055		(3,055	)(eeee)		—
Retained earnings (accumulated deficit)					10,920		(8,554	)		8,554	(gg)		10,920		11,472		(11,472	)(ggg)		10,920		5,740		(5,740	)(ffff)		10,920
Accumulated other comprehensive income (loss):
	Net unrealized gains (losses) on securities available-for-sale, net				1,207		225			(225	)(hh)		1,207		61		(61	)(hhh)		1,207		640		(640	)(gggg)		1,207
		Total Shareholders' Equity			40,974		9,329			4,896			55,199		18,929		1,071			75,199		10,435		11,165			96,799
			Total Liabilities and Shareholders' Equity	$	671,828	$	126,983		$	7,617		$	806,428	$	260,456	$	25,145		$	1,092,029	$	140,614	$	14,122		$	1,246,765
Number of common shares outstanding(1)					4,609.7		2,289.8						5,271.3		921.2					6,382.4		4,052.9					7,462.4
Common shareholders' equity per share				$	8.89	$	1.87					$	10.47	$	20.55				$	11.78	$	2.57				$	12.97

(1)

The number of shares of our First Charter common stock outstanding does not reflect either the conversion of each outstanding share of First Charter convertible preferred stock into 657.89 shares of First Charter common stock or the conversion of shares of First Charter convertible preferred stock issuable upon the exercise of outstanding options to acquire shares of convertible preferred stock.

F-3

Unaudited Pro Forma Combined Condensed Balance Sheets
At December 31, 2000

		First Community			First Charter			Pro Forma Adjustments			First Community Pro Forma			Professional Bancorp			Professional Bancorp Pro Forma Adjustments			Pro Forma with Professional Bancorp			Pacific Western		Pacific Western Pro Forma Adjustments			Pro Forma with Pacific Western			W.H.E.C.		Pro Forma Adjustments			Pro Forma with W.H.E.C.
		(In thousands, except per share data)
Assets:
Cash and due from banks		$	35,752		$	12,369		$	—		$	48,121		$	17,727		$	—		$	65,848		$	12,187	$	—		$	78,035		$	7,723	$	—		$	85,758
Federal funds sold			16,903			—			—			16,903			77,275			(8,431	)(a)		85,747			2,800		3,367	(aaa)		91,914			30,545		—			122,459
	Total cash and cash equivalents		52,655			12,369			—			65,024			95,002			(8,431	)		151,595			14,987		3,367			169,949			38,268		—			208,217
Interest-bearing deposits in financial institutions			495			16			—			511			447			—			958			—		—			958			549		—			1,507
Federal Reserve Bank and Federal Home Loan Bank stock, at cost			913			779			—			1,692			415			—			2,107			261		—			2,368			119		—			2,487
Securities held to maturity			40,428			—			—			40,428			14,263			—			54,691			—		—			54,691			—		—			54,691
Securities available-for-sale			4,972			41,520			—			46,492			46,692			(425	)(a)		92,759			5,504		—			98,263			8,789		—			107,052
	Total securities		46,313			42,299			—			88,612			61,370			(425	)		149,557			5,765		—			155,322			8,908		—			164,230
Net loans			246,622			72,698			—			319,320			102,376			—			421,696			164,044		—			585,740			72,368		—			658,108
Premises and equipment			5,027			734			—			5,761			817			—			6,578			2,720		—			9,298			1,385		—			10,683
Other real estate owned			1,031			1,296			—			2,327			—			—			2,327			—		—			2,327			—		—			2,327
Goodwill			—			882			6,555	(aa)		7,437			—			4,634	(b)		12,071			—		22,190	(bbb)		34,261			—		15,093	(aaaa)		49,354
Other assets			6,144			3,038			427	(bb)		9,609			4,796			2,923	(c)		17,328			2,694		855	(ccc)		20,877			3,569		651	(bbbb)		25,097
	Total Assets	$	358,287		$	133,332		$	6,982		$	498,601		$	264,808		$	(1,299	)	$	762,110		$	190,210	$	26,412		$	978,732		$	125,047	$	15,744		$	1,119,523
Liabilities and Shareholders' Equity
Liabilities:
Non-interest bearing deposits		$	114,042		$	34,909		$	—		$	148,951		$	135,797		$	—		$	284,748		$	33,455	$	—		$	318,203		$	40,328	$	—		$	358,531
Interest bearing deposits			202,896			76,322			—			279,218			113,338			—			392,556			138,155		—			530,711			75,039		—			605,750
	Total deposits		316,938			111,231			—			428,169			249,135			—			677,304			171,610		—			848,914			115,367		—			964,281
Borrowed funds			9,689			11,000			—			20,689			679			—			21,368			—		20,000	(kkk)		41,368			—		—			41,368
Accrued interest payable & other liabilities			3,888			1,137			2,721	(cc)		7,746			3,074			3,144	(d)		13,964			938		4,074	(ddd)		18,976			867		2,957	(cccc)		22,800
	Total Liabilities		330,515			123,368			2,721			456,604			252,888			3,144			712,636			172,548		24,074			909,258			116,234		2,957			1,028,449
Shareholders' Equity:
Convertible preferred stock			—			5,045			(5,045	)(dd)		—			—			—			—			—		—			—			—		—			—
Common stock			20,402			174			14,051	(ee)		34,627			17			7,460	(e)		42,104			1,463		18,537	(eee)		62,104			1,000		20,600	(dddd)		83,704
Additional paid-in-capital			—			12,439			(12,439	)(ff)		—			21,271			(21,271	)(f)		—			4,987		(4,987	)(fff)		—			2,967		(2,967	)(eeee)		—
Treasury stock			—			—			—			—			(537	)		537	(g)		—			—		—			—			—		—			—
Retained earnings (accumulated deficit)			7,432			(7,486	)		7,486	(gg)		7,432			(8,264	)		8,264	(h)		7,432			11,208		(11,208	)(ggg)		7,432			4,846		(4,846	)(ffff)		7,432
Accumulated other comprehensive loss: unrealized net losses on securities available-for-sale, net			(62	)		(208	)		208	(hh)		(62	)		(567	)		567	(i)		(62	)		4		(4	)(hhh)		(62	)		—		—			(62	)
	Total Shareholders' Equity		27,772			9,964			4,261			41,997			11,920			(4,443	)		49,474			17,662		2,338			69,474			8,813		12,787			91,074
	Total Liabilities & Shareholders' Equity	$	358,287		$	133,332		$	6,982		$	498,601		$	264,808		$	(1,299	)	$	762,110		$	190,210	$	26,412		$	978,732		$	125,047	$	15,744		$	1,119,523
Number of common shares outstanding(1)			3,971.4			2,289.8						4,633.0			2,030.8						5,137.7			921.2					6,248.8			200.0					7,328.8
Common shareholders' equity per share		$	6.99		$	2.15					$	9.06		$	5.87					$	9.63		$	19.17				$	11.12		$	44.07				$	12.43

(1)

The number of shares of First Charter common stock outstanding does not reflect either the conversion of each outstanding share of First Charter convertible preferred stock into 657.89 shares of First Charter common stock or the conversion of shares of First Charter convertible preferred stock issuable upon the exercise of outstanding options to acquire shares of convertible preferred stock.

F-4

Unaudited Pro Forma Combined Condensed Income Statements
for the Nine Months Ended September 30, 2001

			First Community		First Charter			Pro Forma Adjustments		First Community Pro Forma			Pacific Western		Pro Forma Adjustments			Pro Forma w/ Pac Western			W.H.E.C.		Pro Forma Adjustments		Pro Forma w/ W.H.E.C.
			(In thousands, except per share data)
Interest income:
	Interest and fees on loans		$	24,705	$	4,384		$	—	$	29,089		$	14,607	$	—		$	43,696		$	5,215	$	—	$	48,911
		Interest on interest-bearing deposits in financial institutions		18		43			—		61			—		—			61			23		—		84
		Interest on investment securities		4,485		1,114			—		5,599			308		—			5,907			736		—		6,643
		Interest on federal funds sold		3,255		509			—		3,764			15		—			3,779			680		—		4,459
		Total interest income		32,463		6,050			—		38,513			14,930		—			53,443			6,654		—		60,097
Interest expense:
	Interest expense on deposits			7,520		2,844			—		10,364			5,855		—			16,219			2,064		—		18,283
	Interest expense on borrowed funds			989		301			—		1,290			16		1,125	(iii)		2,431			—		—		2,431
		Total interest expense		8,509		3,145			—		11,654			5,871		1,125			18,650			2,064		—		20,714
Net interest income				23,954		2,905			—		26,859			9,059		(1,125	)		34,793			4,590		—		39,383
	Less: provision for loan losses			639		—			—		639			930		—			1,569			35		—		1,604
		Net interest income after provision for loan losses		23,315		2,905			—		26,220			8,129		(1,125	)		33,224			4,555		—		37,779
Non-interest income:
	Service charges, commissions and fees			2,837		123			—		2,960			862		—			3,822			1,177		—		4,999
	Other income			579		1,495			—		2,074			170		—			2,244			33		—		2,277
		Total non-interest income		3,416		1,618			—		5,034			1,032		—			6,066			1,210		—		7,276
Non-interest expense:
	Salaries and employee benefits			9,545		1,474			—		11,019			3,395		—			14,414			2,319		—		16,733
	Occupancy, furniture and equipment			3,247		753			—		4,000			1,357		—			5,357			690		—		6,047
	Professional services			2,634		1,246			—		3,880			1,080		—			4,960			359		—		5,319
	Stationery, supplies and printing			462		35			—		497			574		—			1,071			181		—		1,252
	FDIC assessment			325		14			—		339			20		—			359			15		—		374
	Cost of other real estate owned			52		15			—		67			—		—			67			—		—		67
	Advertisting			347		3			—		350			320		—			670			188		—		858
	Insurance			210		80			—		290			60		—			350			57		—		407
	Goodwill and amortization			207		—			—		207			—		—			207			—		—		207
	Other			1,528		897			—		2,425			291		—			2,716			184		—		2,900
		Total non-interest expense		18,557		4,517			—		23,074			7,097		—			30,171			3,993		—		34,164
Income before income taxes				8,174		6			—		8,180			2,064		(1,125	)		9,119			1,772		—		10,891
Income taxes				3,458		1			—		3,459			852		(473	)(jjj)		3,838			630		—		4,468
		Income (loss) from continuing operations		4,716		5			—		4,721			1,212		(652	)		5,281			1,142		—		6,423
Discontinued operations:
Loss from operations of discontinued merchant card processing (net of income taxes)				—		(948	)		—		(948	)		—		—			(948	)		—		—		(948	)
Loss on disposal of merchant card processing, including provision of $478 for operating losses during phase-out period (net of income taxes)				—		(125	)		—		(125	)		—		—			(125	)		—		—		(125	)
		Loss from discontinued operations		—		(1,073	)		—		(1,073	)		—		—			(1,073	)		—		—		(1,073	)
		Net income (loss)	$	4,716	$	(1,068	)	$	—	$	3,648		$	1,212	$	(652	)	$	4,208		$	1,142	$	—	$	5,350
Preferred dividends				—		—			—		—			—		—			—			—		—		—
		Net income (loss) available to common shareholders	$	4,716	$	(1,068	)	$	—	$	3,648		$	1,212	$	(652	)	$	4,208		$	1,142		—	$	5,350
Per share information:
	Number of shares (weighted average)
		Basic		4,517.9		2,289.8					5,179.5			921.2					6,290.6			4,019.5				7,370.6
		Diluted (1)		4,751.1		2,289.8					5,412.7			951.3					6,523.8			4,546.2				7,603.8
Income (loss) per share:
Basic
	From continuing operations		$	1.04	$	—				$	0.91		$	1.32				$	0.84		$	0.28			$	0.87
	From discontinued operations			—		(0.47	)				(0.21	)		—					(0.17	)		—				(0.15	)
		Basic income (loss) per common share	$	1.04	$	(0.47	)			$	0.70		$	1.32				$	0.67		$	0.28			$	0.72
Diluted (2)
	From continuing operations		$	0.99	$	—				$	0.87		$	1.27				$	0.81		$	0.25			$	0.84
	From discontinued operations			—		(0.47	)				(0.20	)		—					(0.16	)		—				(0.14	)
		Diluted income (loss) per common share	$	0.99	$	(0.47	)			$	0.67		$	1.27				$	0.65		$	0.25			$	0.70

(1)

The diluted number of shares of First Charter common stock does not reflect either the conversion of each outstanding share of First Charter convertible preferred stock into 657.89 shares of First Charter common stock or the conversion of shares of First Charter convertible preferred stock issuable upon the exercise of outstanding options to acquire shares of convertible preferred stock.

(2)

Does not include the impact of options to purchase First Charter convertible preferred stock.

F-5

Unaudited Pro Forma Combined Condensed Income Statements
for the Year Ended December 31, 2000

			First Community		First Charter			Pro Forma Adjustments			First Community Pro Forma			Professional Bancorp			Professional Bancorp Pro Forma Adjustments			Pro Forma with Professional Bancorp			Pacific Western		Pacific Western Pro Forma Adjustments			Pro Forma with Pacific Western			W.H.E.C.		Pro Forma Adjustments		Pro Forma with W.H.E.C.
			(In thousands, except per share data)
Interest income:
	Interest and fees on loans		$	23,980	$	5,750		$	—		$	29,730		$	11,901		$	—		$	41,631		$	16,512	$	—		$	58,143		$	7,370	$	—	$	65,513
	Interest on interest-bearing deposits in financial institutions			257		15			—			272			35			—			307			—		—			307			32		—		339
	Interest on investment securities			2,957		1,723			—			4,680			4,030			—			8,710			439		—			9,149			442		—		9,591
	Interest on federal funds sold			1,637		458			—			2,095			3,356			—			5,451			498		—			5,949			1,005		—		6,954
		Total interest income		28,831		7,946			—			36,777			19,322			—			56,099			17,449		—			73,548			8,849		—		82,397
Interest expense:
	Interest expense on deposits			7,551		3,522			—			11,073			3,431			—			14,504			5,641		—			20,145			2,376		—		22,521
	Interest expense on borrowed funds			373		55			—			428			51			582	(j)		1,061			9		1,500	(iii)		2,570			—		—		2,570
		Total interest expense		7,924		3,577			—			11,501			3,482			582			15,565			5,650		1,500			22,715			2,376		—		25,091
Net interest income				20,907		4,369			—			25,276			15,840			(582	)		40,534			11,799		(1,500	)		50,833			6,473		—		57,306
	Less: provision for loan losses			520		(205	)		—			315			11,732			—			12,047			840		—			12,887			125		—		13,012
		Net interest income after provision for loan losses		20,387		4,574			—			24,961			4,108			(582	)		28,487			10,959		(1,500	)		37,946			6,348		—		44,294
Non-interest income:
	Service charges, commissions and fees			1,637		165			—			1,802			1,314			—			3,116			1,125		—			4,241			1,363		—		5,604
	Gain on sale of securities			—		10			—			10			—			—			10			—		—			10			—		—		10
	Other income			828		1,194			—			2,022			4,646			—			6,668			113		—			6,781			31		—		6,812
		Total non-interest income		2,465		1,369			—			3,834			5,960			—			9,794			1,238		—			11,032			1,394		—		12,426
Non-interest expense:
	Salaries and employee benefits			6,673		2,203			—			8,876			7,868			—			16,744			4,104		—			20,848			3,246		—		24,084
	Occupancy, furniture and equipment			2,455		1,063			—			3,518			2,040			—			5,558			1,604		—			7,162			924		—		8,086
	Professional services			1,914		1,189			—			3,103			2,790			—			5,893			651		—			6,544			450		—		6,994
	Stationery, supplies and printing			418		65			—			483			669			—			1,152			700		—			1,852			230		—		2,082
	Cost of other real estate owned			356		93			—			449			—			—			449			—		—			449			—		—		449
	Advertising			435		24			—			459			311			—			770			385		—			1,155			349		—		1,504
	Insurance			128		109			—			237			125			—			362			56		—			418			66		—		484
	Goodwill amortization			—		—			—			—			—			309	(k)		309			—		—			309			—		—		309
	Merger costs			3,561		—			—			3,561			—			—			3,561			—		—			3,561			—		—		3,561
	Loss on sale of securities			11		5			—			16			—			—			16			—		—			16			—		—		16
	Other			2,194		296			—			2,490			1,306			—			3,796			1,115		—			4,911			282		—		5,193
		Total non-interest expense		18,145		5,047			—			23,192			15,109			309			38,610			8,615		—			47,225			5,547		—		52,772
Income before income taxes				4,707		896			—			5,603			(5,041	)		(891	)		(329	)		3,582		(1,500	)		1,753			2,195		—		3,948
Income taxes				2,803		1			—			2,804			2			(244	)(1)		2,562			1,462		(630)	(jjj)		3,394			865		—		4,259
		Income (loss) from continuing operations		1,904		895			—			2,799			(5,043	)		(647	)		(2,891	)		2,120		(870	)		(1,641	)		1,330		—		(311	)
Discontinued operations:
	Loss from operations of discontinued merchant card processing operations (net of income taxes)			—		(44	)		—			(44	)		—			—			(44	)		—		—			(44	)		—		—		(44	)
	Net income (loss)			1,904		851			—			2,755			(5,043	)		(647	)		(2,935	)		2,120		(870	)		(1,685	)		—		—		(44	)
Preferred dividends				—		660			(660	)		—			—			—			—			—		—			—			—		—		—
	Net income (loss) available to common shareholders		$	1,904	$	191		$	660		$	2,755		$	(5,043	)	$	(647	)	$	(2,935	)	$	2,120	$	(870	)	$	(1,685	)	$	1,330	$	—	$	(355	)

F-6

Unaudited Pro Forma Combined Condensed Income Statements
for the Year Ended December 31, 2000 (Continued)

			First Community		First Charter			Pro Forma Adjustments	First Community Pro Forma			Professional Bancorp			Professional Bancorp Pro Forma Adjustments	Pro Forma with Professional Bancorp			Pacific Western		Pacific Western Pro Forma Adjustments	Pro Forma with Pacific Western			W.H.E.C.		Pro Forma Adjustments	Pro Forma with W.H.E.C.
			(In thousands, except per share data)
Per share information:
	Number of shares (weighted average)
		Basic		3,908.3		2,289.8				4,569.9			2,030.8				5,074.6			921.2			6,185.7			4,015.3			7,265.7
		Diluted(1)		4,090.4		74,658.2				4,752.0			2,030.8				5,256.7			942.6			6,367.8			4,329.5			7,447.8
Income (loss) per share:
Basic
	From continuing operations		$	0.49	$	0.10			$	0.61		$	(2.48	)		$	(0.57	)	$	2.30		$	(0.26	)	$	0.33		$	(0.04	)
	From discontinued operations			—		(0.02	)			(0.01	)		—				(0.01	)		—			(0.01	)		—			(0.01	)
		Basic income (loss) per common share	$	0.49	$	0.08			$	0.60		$	(2.48	)		$	(0.58	)	$	2.30		$	(0.27	)	$	0.33		$	(0.05	)
Diluted(1)
	From continuing operations		$	0.47	$	0.01			$	0.59		$	(2.48)	*		$	(0.57)	*	$	2.25		$	(0.26)	*	$	0.31		$	(0.04)	*
	From discontinued operations			—		—				(0.01	)		—				(0.01)	*		—			(0.01)	*		—			(0.01)	*
		Diluted income (loss) per common share	$	0.47	$	0.01			$	0.58		$	(2.48)	*		$	(0.58)	*	$	2.25		$	(0.27)	*	$	0.31		$	(0.05)	*

(*)

Effect is anti-dilutive

(1)

Does not include the impact of options to purchase First Charter convertible preferred stock.

F-7

Notes to Unaudited Pro Forma Condensed Combined Financial Data
of First Community, First Charter, Professional Bancorp, Pacific Western and W.H.E.C.

NOTE 1: BASIS OF PRESENTATION OF FIRST CHARTER

        Certain historical data of First Charter have been reclassified on a pro forma basis to conform to First Community's classifications. Transactions between First Community and First Charter are not material in relation to the unaudited pro forma combined financial statements, and have not been eliminated from the pro forma combined amounts. The unaudited pro forma numbers of common shares outstanding, common shareholders' equity per share, weighted average number of shares (basic and diluted) and income (loss) per share (basic and diluted) are based on the share amounts for First Community plus the share amounts for First Charter multiplied by the First Charter exchange ratio of 0.008635 and includes the conversion of First Charter convertible preferred stock into First Community common stock as provided by the merger agreement. Prior to the merger and the conversion of 7,000 shares of preferred stock into common stock immediately prior to the record date, First Charter has 2,289,779 common shares and 110,000 convertible preferred shares outstanding. The convertible preferred shares are equivalent to 72,368,421 First Charter common shares. As a result of the conversion of First Charter convertible preferred stock into First Community common stock, preferred dividends are eliminated in the pro forma combined condensed income statements.

NOTE 2: PURHCASE PRICE OF FIRST CHARTER ACQUISITION

        The purchase price is based on issuing approximately 661,609 common shares of First Community common stock. The price of First Community common stock on the acquisition date was $21.50 resulting in a total purchase price of approximately $14,225,000.

NOTE 3: ALLOCATION OF PURCHASE PRICE OF FIRST CHARTER ACQUISITION

        The purchase price of First Charter has been allocated as follows (in thousands):

Cash and cash equivalents		$	32,317
Time deposits in financial institutions			3,061
Securities			25,768
Net loans			61,841
Goodwill			7,190
Premises and equipment			290
Other real estate owned			1,288
Other assets			2,845
Deposits			(110,745	)
Borrowed funds			(6,000	)
Other liabilities			(3,630	)
	Total purchase price	$	14,225

        In allocating the purchase price, the following adjustments were made to First Charter's historical amounts. Other liabilities were increased by $2,721,000, representing the estimated merger costs. Other assets were increased by $427,000, representing the tax effects of the estimated merger costs. Substantially all of other assets and liabilities are either variable rate or short-term in nature and fair market value adjustments were considered to be immaterial to the financial presentation. These preliminary purchase price adjustments are subject to further refinement.

F-8

        In accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," beginning on January 1, 2002, amortization of goodwill and intangibles with indefinite lives will cease.

NOTE 4: MERGER COSTS OF FIRST CHARTER

        The unaudited pro forma combined condensed financial data reflect First Community's and First Charter's respective management's current estimate, for purposes of pro forma presentation, of the aggregate estimated merger costs of $2,721,000 ($2,294,000 net of taxes, computed using the combined federal and state tax rate of 42.0%) expected to be incurred in connection with the First Charter merger. While a portion of these costs may be required to be recognized over time, the current estimate of these costs has been recorded in the pro forma combined balance sheets in order to disclose the aggregate effect of these activities on First Community's pro forma combined financial position. The estimated aggregate costs include the following:

Employee costs	$	446,000
Conversion costs		400,000
Other costs		170,000
		1,016,000
Tax benefits		427,000
		589,000
Investment banking and other professional fees		1,705,000
	$	2,294,000

        These cost estimates are forward-looking. While the costs represent management's current estimate of merger costs that will be incurred, the ultimate level and timing of recognition of such costs will be based on the final merger and integration plan to be completed prior to consummation of the merger of First Charter with First Community, which will be developed by various of First Community's and First Charter's task forces and integration committees. Readers are cautioned that the completion of the merger and integration plan and the resulting management plans detailing actions to be undertaken to effect the merger and resultant integration of operations will impact these estimates; the type and amount of costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs.

NOTE 5: KEY TO PRO FORMA ADJUSTMENTS OF FIRST CHARTER ACQUISITION

        Summarized below are the pro forma adjustments necessary to reflect the acquisition of First Charter based on the purchase method of accounting:

aa)

Reflect goodwill resulting from the purchase method of accounting. See note 3.



bb)

Reflect the deferred tax asset to the deductible merger costs. See note 4.



cc)

Adjust liabilities for accrued merger costs. See note 4.



dd)

Reflect conversion of preferred stock to First Community common stock



ee)

Reflect issuance of common stock to First Charter shareholders.



ff)

Eliminate First Charter additional paid-in-capital.



gg)

Eliminate First Charter retained losses.



hh)

Eliminate First Charter unrealized losses on securities available-for-sale.

F-9

NOTE 6: BASIS OF PRESENTATION OF PROFESSIONAL ACQUISITION

        On January 16, 2001, Professional Bancorp, Inc. merged (the "Professional Merger") with and into First Community, with First Community as the surviving entity. The merger was consummated pursuant to the terms of an Agreement and Plan of Merger, dated as of August 7, 2000, by and between First Community and Professional Bancorp (the "Professional Merger Agreement").

        Pursuant to the Professional Merger Agreement, each issued and outstanding share of common stock of Professional Bancorp prior to the Professional Merger (other than as provided in the Professional Merger Agreement) was converted into the right to receive either 0.55 shares of First Community Common Stock or $8.00 in cash. Upon consummation of the Professional Merger, First Community issued approximately 504,747 shares of common stock to former holders of Professional Bancorp common stock, and as a result, the former shareholders of Professional Bancorp common stock own shares of First Community common stock representing approximately 11.3% of the outstanding shares of First Community common stock.

        The Professional Merger was accounted for using the purchase method. Therefore, operating results of First Community for the year ended December 31, 2000 do not include the operations of Professional Bancorp. Also, the balance sheet of First Community as of December 31, 2000 does not include the balance sheet of Professional Bancorp. Due to the materiality of this acquisition, the Unaudited Pro Forma Combined Condensed Statement of Income for the one year period ended December 31, 2000 includes the operations of Professional Bancorp, Inc. as if the Professional Merger occurred at the beginning of the period and the Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 2000 includes Professional Bancorp, Inc. as if the Professional Merger had occurred on that date.

        The information for Professional Bancorp, Inc. for the year ended December 31, 2000 is derived from the audited consolidated financial statements of Professional Bancorp. This information should be read in conjunction with the historical consolidated financial statements of Professional Bancorp, Inc. including the respective notes thereto, which are included in other First Community filings. The unaudited pro forma combined condensed financial data does not give effect to any operating efficiencies anticipated in conjunction with the Professional Merger.

        Certain historical data of Professional Bancorp, Inc. have been reclassified on a pro forma basis to conform to First Community's classifications.

NOTE 7: PURCHASE PRICE AND FUNDING OF PROFESSIONAL MERGER

        The purchase price is based on $8 per share for Professional Bancorp, Inc. shareholders receiving the cash consideration and an exchange ratio of 0.55 First Community shares for Professional Bancorp shareholders receiving the stock consideration. Based on the $14.81 closing price of First Community on the day prior to the completion of the Professional Merger, those Professional Bancorp, Inc. shareholders choosing the stock consideration received a value of $8.15 per share.

F-10

        The total consideration paid in connection with the Professional Merger is calculated as:

		Stock Consideration		Cash Consideration			Total
Professional Bancorp common shares outstanding			917,722		1,113,032			2,030,754
Exchange ratio			0.55
			504,747		1,113,032
Value received		$	14.81	$	7.96	*
	Total purchase price	$	7,475,000	$	8,858,000		$	16,333,000

*

Less than $8.00 per share as a result of First Community purchasing some shares at market prior to the Professional Merger.

        The cash portion of the purchase price was financed through a combination of the issuance of $8 million of trust preferred securities which occurred in September 2000, a revolving line of credit and dividends from First Community's subsidiary banks. (Note: Trust preferred securities count as Tier 1 capital for regulatory purposes.)

        Professional Bancorp, Inc. shareholders had the option to elect cash of $8 or 0.55 shares of First Community common stock for each share of Professional Bancorp, Inc. common stock owned. Based upon the elections, 917,722 shares of Professional Bancorp Common Stock were exchanged for approximately 504,747 shares of First Community Common Stock and 1,113,032 shares of Professional Bancorp Common Stock were exchanged for approximately $8,904,000.

        As a result of the issuance of trust preferred, historical interest expense on the accompanying pro forma combined condensed income statements for the year ended December 31, 2000, has been increased by $582,000 representing the interest expense on the trust preferred.

NOTE 8: ALLOCATION OF PURCHASE PRICE OF PROFESSIONAL MERGER

        The purchase price of Professional Bancorp, Inc. has been allocated as follows:

Cash and cash equivalents		$	95,002,000
Time deposits in financial institutions			447,000
Securities			61,370,000
Net loans			102,376,000
Goodwill			4,634,000
Premises and equipment			817,000
Other assets			7,763,000
Deposits			(249,135,000	)
Borrowed funds			(679,000	)
Other liabilities			(6,262,000	)
	Total purchase price	$	16,333,000

        In allocating the purchase price, the following adjustments were made to Professional Bancorp, Inc.'s historical amounts. Other liabilities were increased by $3,144,000, representing the estimated merger costs. Other assets were increased by $2,923,000, representing the tax effects of the estimated merger costs and the reduction of the valuation reserve against the deferred tax asset. Substantially all of other assets and liabilities are either variable rate or short-term in nature and fair value adjustments were considered to be immaterial to the financial presentation. Goodwill is amortized on a straight line basis over fifteen years. These preliminary purchase price adjustments are subject to further refinement.

F-11

NOTE 9: MERGER COSTS OF PROFESSIONAL MERGER

        The table below reflects First Community's current estimate, for purposes of pro forma presentation, of the aggregate estimated merger costs of $3,144,000 ($221,000 net of taxes, computed using the combined federal and state tax rate of 42.0%) expected to be incurred in connection with the merger. While a portion of these costs may be required to be recognized over time, the current estimate of these costs has been recorded in the pro forma combined balance sheet in order to disclose the aggregate effect of these activities on First Community's pro forma combined financial position. The estimated aggregate costs, primarily comprised of anticipated cash charges, include the following:

Employee costs (severance and retention costs)		$	2,220,000
Professional services			169,000
Conversion and other costs			755,000
	Total		3,144,000
Tax benefits of above costs			1,003,000
Reversal of tax valuation allowance			1,920,000
	Net merger costs	$	221,000

        First Community management's cost estimates are forward-looking. While the costs represent First Community management's current estimate of merger costs associated with the merger that will be incurred, the ultimate level and timing of recognition of such costs will be based on the final integration in connection with consummation of the merger. Readers are cautioned that the completion of this integration and other actions that may be taken in connection with the merger will impact these estimates. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs.

NOTE 10: KEY TO PRO FORMA ADJUSTMENTS OF PROFESSIONAL MERGER

        Summarized below are the pro forma adjustments necessary to reflect the acquisition of Professional Bancorp, Inc. based on the purchase method of accounting:

a)

Use cash as part of the cash portion of the purchase price. See note 7.



b)

Reflect goodwill resulting from the purchase method of accounting. See note 8.



c)

Reflect the deferred tax asset related to the deductible merger costs. See note 9.



d)

Adjust liabilities for accrued merger costs. See note 9.



e)

Reflect issuance of common stock to Professional Bancorp, Inc. shareholders.



f)

Eliminate Professional Bancorp, Inc. additional paid-in-capital.



g)

Eliminate Professional Bancorp, Inc. treasury stock.



h)

Eliminate Professional Bancorp, Inc. retained losses.



i)

Eliminate Professional Bancorp, Inc. unrealized losses on securities available-for-sale.



j)

Interest expense related to the issuance of trust preferred.



k)

Amortization of goodwill on a straight-line basis over fifteen years.



l)

Tax benefits associated with the additional interest expense.

F-12

NOTE 11: BASIS OF PRESENTATION OF PACIFIC WESTERN ACQUISITION

        On August 21, 2001, First Community entered into an agreement with Pacific Western National Bank ("Pacific Western," the "Pacific Western Agreement"), whereby Pacific Western would merge with and into a subsidiary of First Community (the "Pacific Western Acquisition"). It is expected that the Pacific Western Acquisition will close in the first quarter of 2002.

        Pursuant to the Pacific Western Agreement, each issued and outstanding share of common stock of Pacific Western prior to the Pacific Western Acquisition (other than as provided in the Pacific Western Agreement) will be converted into the right to receive $37.15 in cash, for a total purchase price of approximately $36.6 million. First Community anticipates raising $30,000,000 through a rights offering of 1,538,000 shares of First Community Common Stock. The remainder of the purchase price will be funded through cash available at Pacific Western.

        The Pacific Western Acquisition will be accounted for using purchase accounting. Therefore, operating results of First Community for the year ended December 31, 2000 and the nine-month period ended September 30, 2001 will not include the operations of Pacific Western. Also, the balance sheets of First Community as of September 30, 2001 and December 31, 2000 will not include the balance sheet of Pacific Western. Due to the materiality of this acquisition, the Unaudited Pro Forma Combined Condensed Statements of Income for the nine-month period ended September 30, 2001 and the one year period ended December 31, 2000 includes the operations of Pacific Western as if the Pacific Western Acquisition occurred at the beginning of the periods and the Unaudited Pro Forma Combined Condensed Balance Sheets as of September 30, 2001 and December 31, 2000 include Pacific Western as if the Pacific Western Acquisition had occurred on those dates.

        The information for Pacific Western as of and for the year ended December 31, 2000 is derived from the audited consolidated financial statements of Pacific Western. This information should be read in conjunction with the historical consolidated financial statements of Pacific Western including the respective notes thereto, which are included in other First Community filings. The unaudited pro forma combined condensed financial data does not give effect to any operating efficiencies anticipated in conjunction with the Pacific Western Acquisition.

        Certain historical data of Pacific Western have been reclassified on a pro forma basis to conform to First Community's classifications.

NOTE 12: PURCHASE PRICE AND FUNDING OF PACIFIC WESTERN ACQUISITION

        The purchase price is based on $37.15 per share for Pacific Western shareholders.

        The total consideration to be paid in connection with the Pacific Western Acquisition is calculated as:

		Shares	Price/ "In the Money"		Total Consideration (In thousands)
Common shares		921,185	$	37.15	$	34,222
Options		111,802	$	21.54		2,408
	Total purchase price				$	36,630

        It is anticipated that the purchase price will be financed through the issuance $20,000,000 of trust preferred securities and the issuance of approximately 1,111,100 shares of Company Common Stock for $20 million through a rights offering.

F-13

NOTE 13: ALLOCATION OF PURCHASE PRICE OF PACIFIC WESTERN ACQUISITION

        The purchase price of Pacific Western has been preliminarily allocated as follows (in thousands):

Cash and cash equivalents		$	52,016
Securities			19,075
Net loans			183,140
Goodwill			20,920
Premises and equipment			3,290
Other assets			3,790
Deposits			(240,440	)
Other liabilities			(5,161	)
	Total purchase price	$	36,630

        In allocating the purchase price, the following adjustments were made to Pacific Western's historical amounts. Other liabilities were increased by $4,074,000, representing the estimated merger costs. Other assets were increased by $855,000, representing the tax effects of the estimated merger costs. Substantially all of other assets and liabilities are either variable rate or short-term in nature and fair value adjustments were considered to be immaterial to the financial presentation. These preliminary purchase price adjustments are subject to further refinement, including the determination of a core deposit premium.

        In accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets", goodwill and intangibles with indefinite lives are not amortized for acquisitions initiated after June 30, 2001.

NOTE 14: MERGER COSTS OF PACIFIC WESTERN ACQUISITION

        The table below reflects First Community's current estimate, for purposes of pro forma presentation, of the aggregate estimated merger costs of $4,074,000 ($3,219,000 net of taxes, computed using the combined federal and state tax rate of 42.0%) expected to be incurred in connection with the acquition. While a portion of these costs may be required to be recognized over time, the current estimate of these costs has been recorded in the pro forma combined balance sheets in order to disclose the aggregate effect of these activities on First Community's pro forma combined financial position. The estimated aggregate costs, primarily comprised of anticipated cash charges, include the following:

Employee costs	$	1,065,000
Conversion costs		400,000
Other costs		570,000
		2,035,000
Tax benefits		855,000
		1,180,000
Investment banking and other professional fees		2,039,000
	$	3,219,000

        First Community management's cost estimates are forward-looking. While the costs represent First Community management's current estimate of merger costs associated with the merger that will be incurred, the ultimate level and timing of recognition of such costs will be based on the final integration in connection with consummation of the merger. Readers are cautioned that the completion of this integration and other actions that may be taken in connection with the merger will impact these

F-14

estimates. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs.

NOTE 15: KEY TO PRO FORMA ADJUSTMENTS OF PACIFIC WESTERN ACQUISITION

        Summarized below are the pro forma adjustments necessary to reflect the acquisition of Pacific Western based on the purchase method of accounting:

aaa)	Cash raised which is not used as part of purchase. See note 12.
bbb)	Reflect goodwill resulting from the purchase method of accounting. See note 13.
ccc)	Reflect the deferred tax asset related to the deductible merger costs. See note 14.
ddd)	Adjust liabilities for accrued merger costs. See note 14.
eee)	Reflect issuance of common stock via a $20,000,000 rights offering less existing Pacific Western common stock of $1,536,000.
fff)	Eliminate Pacific Western additional paid-in-capital.
ggg)	Eliminate Pacific Western retained earnings.
hhh)	Eliminate Pacific Western unrealized gains on securities available-for-sale.
iii)	Estimated interest expense related to issuance of trust preferred at an assumed interest rate of 7.5% per annum. Had interest expense on the trust preferred securities varied by 1/2%, the effect on net income (loss) would have $14,500 after tax-per annum.
jjj)	Tax benefits associated with the reduced net interest income.
kkk)	Reflect issuance of $20,000,000 of trust preferred.

Note 16: BASIS OF PRESENTATION OF W.H.E.C.

        On November 12, 2001, First Community entered into an agreement with W.H.E.C., Inc., ("W.H.E.C."), the holding company of Capital Bank of North County, the "W.H.E.C. Agreement"), whereby W.H.E.C. would merge with and into First Community and Capital Bank would merge with and into a subsidiary of First Community ("the W.H.E.C. Acquisition"). It is expected that the W.H.E.C. Acquisition will close in the second quarter of 2002.

        Pursuant to the W.H.E.C. Agreement, each issued and outstanding share of common stock of W.H.E.C. prior to the W.H.E.C. Acquisition (other than as provided in the W.H.E.C. Agreement) will be converted into First Community common stock using an exchange ratio of 0.2353 (subject to adjustment as provided in the W.H.E.C. Agreement).

        The W.H.E.C. Acquisition will be accounted for using purchase accounting. Therefore, operating results of First Community for the year ended December 31, 2000 and the nine-month period ended September 30, 2001 will not include the operations of W.H.E.C. Also, the balance sheets of First Community as of September 30, 2001 and December 31, 2000 will not include the balance sheet of W.H.E.C. Due to the materiality of the acquisition, the Unaudited Pro Forma Combined Condensed Statements of Income for the nine-month period ended September 30, 2001 and the one year period ended December 31, 2000 includes the operations of W.H.E.C. as if the W.H.E.C. Acquisition occurred at the beginning of the periods and the Unaudited Pro Forma Condensed Balance Sheets as of September 30, 2001 and December 31, 2000 include W.H.E.C. as if the W.H.E.C. Acquisition had occurred on those dates.

F-15

        The information for W.H.E.C. as of and for the year ended December 31, 2000 is derived from the audited financial statements of W.H.E.C. This information should be read in conjunction with the historical financial statements of W.H.E.C. including the respective notes thereto, which are included herein. The unaudited pro forma combined condensed financial data does not give effect to any operating efficiencies anticipated in conjunction with the W.H.E.C. Acquisition.

        Certain historical data of W.H.E.C. have been reclassified on a pro forma basis to conform to First Community's classifications. The unaudited pro forma numbers of common shares outstanding, common shareholders' equity per share, weighted average number of shares (basic and diluted) and income (loss) per share (basic and diluted) are based on the share amounts for First Community plus the share amounts for W.H.E.C. multiplied by the W.H.E.C. exchange ratio of 0.2353 as provided by the merger agreement.

Note 17: PURCHASE PRICE AND FUNDING OF W.H.E.C. ACQUISITION

        The purchase price is based on issuing approximately 1,080,000 shares of First Community common stock. The price of First Community common stock on the acquisition date was $20.00 per share resulting in a total purchase price of approximately $21,600,000.

Note 18: ALLOCATION OF PURCHASE PRICE OF W.H.E.C. ACQUISITION

        The purchase price of W.H.E.C. has been allocated as follows (in thousands):

Cash and cash equivalents		$	18,844
Time deposits in financial institutions			450
Securities			30,127
Net loans			85,909
Goodwill			13,471
Premises and equipment			1,268
Other assets			4,667
Deposits			(129,042	)
Other liabilities			(4,094	)
	Total purchase price	$	21,600

        In allocating the purchase price, the following adjustments were made to W.H.E.C.'s historical amounts. Other liabilities were increased by $2,957,000, representing the estimated merger costs. Other assets were increased by $651,000, representing the tax effects of the estimated merger costs. Substantially all of other assets and liabilities are either variable rate or short-term in nature and fair market value adjustments were considered to be immaterial to the financial presentation. These preliminary purchase price adjustments are subject to further refinement, including the determination of a core deposit premium.

Note 19: MERGER COSTS OF W.H.E.C.

        The unaudited pro forma condensed financial data reflect First Community's and W.H.E.C.'s respective management's current estimate, for purposes of pro forma presentation, of the aggregate estimated merger costs of $2,957,000 ($2,306,000 net of taxes, computed using the combined federal and state tax rate of 42%) expected to be incurred in connection with the W.H.E.C. merger. While a portion of these costs may be required to be recognized over time, the current estimate of these cots has been recorded in the pro forma combined balance sheets in order to disclose the aggregate effect

F-16

of these activities on First Community's pro forma combined financial position. The estimated aggregate costs include the following:

Employee costs	$	981,000
Conversion costs		400,000
Other costs		170,000
		1,551,000
Tax benefits		651,000
Investment banking and other professional fees		1,406,000
	$	2,306,000

        These cost estimates are forward-looking. While the costs represent management's current estimate of merger costs that will be incurred, the ultimate level and timing of recognition of such costs will be based on the final merger and integration by various of First Community's and W.H.E.C.'s task forces and integration committees. Readers are cautioned that the completion of the merger and integration plan and the resulting management plans detailing actions to be undertaken to effect the merger and resultant integration of operations will impact these estimates; the type and amount of costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs.

NOTE 20: KEY TO PRO FORMA ADJUSTMENTS OF W.H.E.C. ACQUISITION

        Summarized below are the pro forma adjustments necessary to reflect the acquisition of W.H.E.C. based on the purchase method of accounting:

aaaa)	Reflect goodwill resulting from the purchase method of accounting. See note 18.
bbbb)	Reflect the deferred tax asset to the deductible merger costs. See note 19.
cccc)	Adjust liabilities for accrued merger costs. See note 19.
dddd)	Reflect issuance of common stock to W.H.E.C. shareholders
eeee)	Eliminate W.H.E.C. additional paid-in capital.
ffff)	Eliminate W.H.E.C. retained earnings
gggg)	Eliminate W.H.E.C. unrealized gain on securities available-for-sale

F-17

QuickLinks

Unaudited Pro Forma Condensed Combined Financial Data of First Community, First Charter, Pacific Western and W.H.E.C.
Notes to Unaudited Pro Forma Condensed Combined Financial Data of First Community, First Charter, Professional Bancorp, Pacific Western and W.H.E.C.