Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

PACIFIC CONTINENTAL CORPORATION

Table of Contents

ARTICLE I. SHAREHOLDERS .................................................... 1

SECTION 1. ANNUAL MEETINGS ................................................. 1
SECTION 2. ADJOURNED MEETINGS .............................................. 1
SECTION 3. SPECIAL MEETINGS ................................................ 1
SECTION 4. PLACE OF MEETINGS ............................................... 1
SECTION 5. NOTICE OF MEETINGS .............................................. 1
SECTION 6. QUORUM .......................................................... 1
SECTION 7. SHAREHOLDERS OF RECORD .......................................... 2
SECTION 8. VOTING OF SHARES ................................................ 2
SECTION 9. PROXIES ......................................................... 3

ARTICLE II. DIRECTORS ...................................................... 3

SECTION 1. NUMBER .......................................................... 3
SECTION 2. ORGANIZATION .................................................... 3
SECTION 3. MEETINGS ........................................................ 3
SECTION 4. SPECIAL MEETINGS ................................................ 4
SECTION 5. PLACE OF MEETINGS ............................................... 4
SECTION 6. WAIVER OF NOTICE ................................................ 4
SECTION 7. QUORUM .......................................................... 4
SECTION 8. INVESTMENTS ..................................................... 4
SECTION 9. DUTIES OF THE CHAIRMAN OF THE BOARD ............................. 4
SECTION 10. OTHER DUTIES OF DIRECTORS ...................................... 5
SECTION 11. RETIREMENT OF DIRECTORS ........................................ 5
SECTION 12. VACANCIES ...................................................... 5
SECTION 13. COMPENSATION ................................................... 5
SECTION 14. ELECTION OF DIRECTORS .......................................... 5

ARTICLE III. OFFICERS ...................................................... 6

SECTION 1. DESIGNATION AND QUALIFICATION ................................... 6
SECTION 2. TERM ............................................................ 6
SECTION 3. REMOVAL ......................................................... 6
SECTION 4. DUTIES OF THE PRESIDENT ......................................... 6
SECTION 5. DUTIES OF THE VICE PRESIDENT .................................... 6
SECTION 6. DUTIES OF THE SECRETARY ......................................... 6
SECTION 7. RESPONSIBILITY OF OFFICERS AND EMPLOYEES ........................ 6
SECTION 8. OFFICIAL BONDS .................................................. 7

ARTICLE IV. CORPORATE SEAL ................................................. 7

SECTION 1. SEAL ............................................................ 7

ARTICLE V. CERTIFICATES AND TRANSFER OF SHARES ............................. 7

SECTION 1. CERTIFICATES FOR SHARES ......................................... 7
SECTION 2. STOCK TRANSFER BOOK ............................................. 7

SECTION 3. TRANSFER ON THE BOOKS ........................................... 7
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES .......................... 7

ARTICLE VI. GENERAL PROVISIONS ............................................. 8

SECTION 1. CONVEYANCE OF REAL ESTATE OWNED ................................. 8
SECTION 2. EXECUTION OF DOCUMENTS .......................................... 8

ARTICLE VII. AMENDMENTS .................................................... 8

SECTION 1. AMENDMENT OF BYLAWS ............................................. 8

BYLAWS OF

PACIFIC CONTINENTAL CORPORATION

ARTICLE I. SHAREHOLDERS

SECTION 1. ANNUAL MEETINGS. An annual meeting of the shareholders will be
held in the State of Oregon within one hundred twenty (120) days after the close
of the fiscal year of the corporation. At the annual meeting, the shareholders
will elect a Board of Directors and transact any other business that may legally
come before the meeting.

SECTION 2. ADJOURNED MEETINGS. If for any cause an election of directors is
not held at the annual meeting provided for in Section 1, such meeting may be
adjourned to a future date not to exceed thirty (30) days from the date of the
annual meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President, by a majority of the Board of Directors, or by not less
than three (3) shareholders holding in the aggregate not less than one-third
(1/3) of the outstanding capital stock of the corporation. The record date for
determining shareholders entitled to entitled to demand a special meeting is the
date the first shareholder signs a demand. The Board of Directors will have the
authority to designate the time and place of such a meeting. However, any such
meeting will be held not later than forty-five (45) days after the call for the
meeting. No business other than that stated in the notice of the meeting will be
transacted at any special meeting, unless all shareholders are present either in
person or by proxy, and not less two-thirds (2/3) of all shareholders consent.

SECTION 4. PLACE OF MEETINGS. Meetings of the shareholders will be held at
the principal office of the corporation or any other place in the State of
Oregon designated by the Board of Directors.

SECTION 5. NOTICE OF MEETINGS. Written or printed notice stating the place,
date and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, will be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
the Board of Directors or the persons calling the meeting, to each shareholder
of record entitled to vote at the meeting. If mailed, the notice will be deemed
to be given when deposited in the United States mail, with postage prepaid,
addressed to the shareholder at that shareholder's address as it appears on the
stock transfer books of the corporation.

SECTION 6. QUORUM.

a. A majority of the shares entitled to vote, represented in person or
by proxy, will constitute a quorum for the transaction of business at any
shareholders' meeting. If a person attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called or convened, the shares held by that person

or represented by a proxy given to that person will not be included for purposes
of determining whether a quorum is present. The persons present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough persons to leave less than a quorum.

b. In the absence of a quorum, a majority of the shares represented in
person or by proxy may adjourn the meeting from time to time until a quorum will
attend. Any business which might have been transacted at the original meeting
may be transacted at the adjourned meeting if a quorum exists.

SECTION 7. SHAREHOLDERS OF RECORD. The persons entitled to receive notice
of and to vote at any shareholders' meeting or any adjournment thereof will be
those persons designated as shareholders in the stock transfer books of the
corporation on the date of mailing of the notice of the meeting or on such other
date as determined in advance by the Board of Directors, which date will be not
more than fifty (50) nor less than ten (10) days before the meeting. Such a
determination of shareholders entitled to vote at any meeting of shareholders
will apply to any adjournment thereof.

SECTION 8. VOTING OF SHARES.

a. Each shareholder will be entitled to one (1) vote on each matter
submitted to a vote at a meeting of the shareholders for each share of voting
stock standing in the name of the shareholder on the stock transfer books of the
corporation.

b. Shares held in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or, in
the absence of such provision, as the board of directors of such corporation may
determine.

c. Shares held by a personal representative, administrator, executor,
guardian or conservator may be voted by that person, either in person or by
proxy, without a transfer of such shares into the name of that person. Shares
held in the name of a trustee may be voted by the trustee, either in person or
by proxy, but no trustee will be entitled to vote shares held by that trustee
without a transfer of such shares into the name of the trustee.

d. Shares standing in the name of a receiver may be voted by such
receiver, and shares, held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into that receiver's name if
authority to do so is contained in an appropriate order of the court by which
such receiver was appointed.

e. A shareholder whose shares are pledged will be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee will be entitled to vote the shares so transferred.

f. Redeemable shares will not be entitled to vote on or after the date
on which notice of redemption is mailed to the holders of redeemable shares and
a sum sufficient to redeem such shares has been deposited with a corporation,
trust company or other financial institution with irrevocable instructions and
authority to pay the redemption price to the holder, upon surrender of the
shares.

g. Shares of its own stock held by the corporation in a fiduciary
capacity, or shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation is held
by the corporation, will not be voted at any meeting or included in determining
the total number of outstanding shares at any given time, unless under the terms
of the trust in which such shares are held the manner in which such shares will
be voted may be determined by the trustee, by a donor or beneficiary of the
trust or by some other person named in the trust and unless such shares are
actually voted in the manner determined or directed by the trustee, donor,
beneficiary or other person so authorized.

SECTION 9. PROXIES. A shareholder may vote in person or by proxy executed
in writing by the shareholder or by the duly authorized attorney-in-fact of the
shareholder. No proxy will be valid after eleven (11) months from the date of
its execution unless otherwise provided in the proxy. All proxies will be filed
with the Secretary of the corporation within five (5) days from the date it is
signed and in no event less than one (1) full business day prior to the
shareholders meeting at which the proxy is to be voted.

ARTICLE II. DIRECTORS

SECTION 1. NUMBER. The business and affairs of the corporation will be
managed and controlled by a board of nine (9) directors. Each director will hold
office in staggered terms as set forth in the Articles of Incorporation, and
until that director's successor has been elected and qualified, or until that
director's death or until that director resigns or is removed in accordance with
the provisions of these bylaws. At least one-half (1/2) of the directors, at the
time of their election and during their continuance in office, will be citizens
of the United States and residents of the State of Oregon.

SECTION 2. ORGANIZATION. Within one (1) week from the time of their
election, the directors will meet for the purpose of organization and election
of a Chairman of the Board and executive officers hereinafter specified, and to
conduct such other business as may come before the meeting. No director may
transact any business whatsoever prior to qualifying and taking the oath of
office as required by law. The Chairman of the Board will preside at all
meetings of the Board of Directors and will perform such other duties as the
Board of Directors may, from time to time, prescribe.

SECTION 3. MEETINGS. The Board of Directors will meet on a regular basis.
Each director will be charged with notice of the time and place of such regular
meetings unless the time and place of such meeting is changed at a meeting in
which the directors are not all present. In such case, any absent director will
be entitled to the notice provided for special meetings under Section 4 of this
Article. A director who is absent from a meeting of the Board of Directors may
record his approval or disapproval of actions taken at that meeting by so
indicating on the minutes of that meeting, and affixing his signature thereto.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be held from time to time upon the call of the Chairman of the Board, President,
Vice President, Secretary, or upon the call of not less than one-half (1/2) of
the duly elected, qualified and acting directors. Notice of such meeting will be
given by the person or persons calling the meeting by mail not later than two
(2) days before the time for such meeting or in person, or by telephone no later
than twenty-four (24) hours before the time fixed for such meeting. The presence
or consent of any director will constitute a waiver of the notice of such
meeting.

SECTION 5. PLACE OF MEETINGS. Meetings of the Board of Directors will be at
the registered office of the corporation or any other place designated by the
Board of Directors. Meetings of the Board of Directors may he held by means of
conference telephone or similar communications equipment which allows all
persons participating in the meeting to hear each other. Participation in a
meeting pursuant to the provisions of the preceding sentence will constitute
presence in person at the meeting.

SECTION 6. WAIVER OF NOTICE. Attendance of a director at a meeting will
constitute a waiver of notice of that meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.

SECTION 7. QUORUM. A quorum of the Board of Directors will consist of a
majority of the members of the Board of Directors. Less than a quorum may
adjourn any meeting of the Board of Directors.

SECTION 8. INVESTMENTS. The funds of the corporation will be invested
pursuant to law and in such manner and upon such security as the Board of
Directors may determine.

SECTION 9. DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

a. Chair, whenever present, all Board Meetings.

b. Chair, whenever present, all Executive Committee Meetings.

c. Appoint Board members to serve on any existing committees each
year. Member appointed to these committees will designate a Chairperson.

d. Assign projects with specific corporation policy objectives to
committees. Completed committee assignments will be presented at a regularly
scheduled Board meeting for deliberation and resolution. Whenever possible the
recommendation of the committees will submit their work to the Chairman and the
Chief Executive Officer five days prior to the time it is to presented for the
Board to hear.

e. Represent the Board during discussions with the Chief Executive
Officer, other than committee or Board meetings. The Chairman will report to the
Board at the next scheduled meeting a recap and review of matters discussed.

SECTION 10. OTHER DUTIES OF DIRECTORS. The Board of Directors will have the
power to establish rules and regulation and fix the hours for the transaction of
business, prescribe the form of books or accounts to be used, and the general or
particular manner in which the business and affairs of the corporation will be
conducted.

SECTION 11. RETIREMENT OF DIRECTORS. No person who has attained the age of
sixty-five (65) will be eligible for election as a director. The Board of
Directors may permit a person who served as a director during previous year to
be nominated and elected to serve as a director for additional one (1) year
periods, regardless of the age restriction stated herein.

SECTION 12. VACANCIES. A vacancy in the Board of Directors will exist upon
the death, resignation or removal of any director. Vacancies in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum, at a meeting of the Board of Directors
after the vacancy occurs. Each director so elected and approved will hold office
for the balance of the unexpired term of such director's predecessor and until
such director's qualified successor is elected and accepts office.

SECTION 13. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid attendance fees and their expenses, if any, of attendance
at each meeting of the Board of Directors.

SECTION 14. ELECTION OF DIRECTORS. Nominations for election to the Board of
Directors may be made by the Board of Directors or any shareholder of the
capital stock of the corporation entitled to vote for the election of the
directors. Nominations will be made in writing and be delivered or mailed to the
President of the corporation not less than ten (10) nor more than fifty (50)
days prior to any meeting of shareholders called for the election of directors,
provided however, that if less than twenty-one (21) days notice is given to
shareholders, such nomination will be mailed or delivered to the President of
the Bank no later than the close of business on the seventh (7th) day following
the day on which the notice of meeting, was mailed. Such notification will
contain the following information to the extent known by the nominating
shareholder:

a. The name and address of each proposed nominee;

b. The principal occupation of each proposed nominee;

c. The total number of shares of capital stock of the corporation that
would be voted for each proposed nominee;

d. The name and address of the nominating shareholder;

e. The number of shares of capital stock of the corporation owned by
the nominating shareholder.

Nominations not made in accordance herewith will be disregarded by the Chairman
of the meeting and upon his/her instruction the vote tellers will disregard all
votes cast for such nominee. If no nominations are filed by either the Board of
Directors or shareholders, the persons presently serving as directors at the
date of such election will automatically be placed in nomination.

ARTICLE III. OFFICERS

SECTION 1. DESIGNATION AND QUALIFICATION. The officers of the corporation
will be a President, who will also be a director. One (1) or more vice
presidents, a Secretary and all necessary officers who may, at any time, be
elected by the Board of Directors. If there is more than one (1) vice president,
one (1) vice president will be designated by the Board of Directors as the
executive vice president.

SECTION 2. TERM. The President, Vice President and Secretary will hold
office until the successor for that officer has been elected and qualified or
until the officer's death or until that officer resigns, or is removed in
accordance with the provisions of these bylaws. Any vacancy occurring in any
such office will be filled by the Board of Directors.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors, with or without cause,
whenever in its judgment the best interests of the corporation will thereby be
served. Such removal will be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or agent will
not, of itself, create contract rights.

SECTION 4. DUTIES OF THE PRESIDENT. It will be the duty of the President to
preside at all meetings of the shareholders and to preside at all meetings of
the directors in the absence of the Chairman of the Board. The President will be
the chief executive officer of the corporation. The President will perform all
such other duties as the Board of Directors may, from time to time, prescribe or
as maybe required by law.

SECTION 5. DUTIES OF THE VICE PRESIDENT. The Executive Vice President will
perform the duties of the President in the event of the absence of the
President, his/her disqualification or inability to perform the duties of the
office of President. The Executive Vice President will keep a complete record of
the proceedings of all shareholders and directors meetings. The Executive Vice
President will perform such other duties as the Board of Directors may, from
time to time, prescribe or as required by law. Other vice presidents appointed
by the Board of Directors will perform such duties as the Board of Directors may
prescribe.

SECTION 6. DUTIES OF THE SECRETARY. The Secretary will have the custody of
the corporate seal, if in existence, and will attest the signature of the
corporation and affix the seal when required to do so in the usual course of
business and pursuant to law. The Secretary will be in charge of all corporation
operations and will be the custodian of all securities, monies, property and
other assets and all paper owned by the corporation or under its charge. The
Secretary will perform such other duties as the Board of Directors may, from
time to time, prescribe or as may be required by law.

SECTION 7. RESPONSIBILITY OF OFFICERS AND EMPLOYEES. Each officer and
employee will be responsible for all funds and property of every description
which may be entrusted to his/her care or placed in his/her charge or under
his/her control or which may otherwise come into his/her possession.

SECTION 8. OFFICIAL BONDS. Satisfactory bonds for the faithful performance
of duties may be required for all officers and employees. Such bonds will be
approved by the Board of Directors.

ARTICLE IV. CORPORATE SEAL

SECTION 1. SEAL. If the Board of Directors elects to use a corporate seal
for the corporation, such seal will be a circle, in the margin of which will
appear the words "Pacific Continental Corporation, Eugene, Oregon", and in the
center the words "Corporate Seal."

ARTICLE V. CERTIFICATES AND TRANSFER OF SHARES

SECTION 1. CERTIFICATES FOR SHARES. The shares of stock of the corporation
will be represented by stock certificates. Each certificate will be signed by
the President or Vice President and the Secretary of the corporation. Each
certificate for shares will state upon its face all information required by law.
Each stock certificate will state on its face that it is transferable only on
the books of the corporation.

SECTION 2. STOCK TRANSFER BOOK. The corporation will keep a stock transfer
book. Certificates of stock will be numbered consecutively and registered in the
order in which they are issued. The stock transfer book will show the name,
residence, the date of issuance and number of shares held by each shareholder.
The stock transfer book will show all transfers of stock, stating the date when
made, the number of shares transferred, and to whom transferred. All
certificates returned to the corporation for transfer or sale will be voided by
nullifying the corporate seal and attaching the cancelled certificate to the
cancelled stub in the stock transfer book.

SECTION 3. TRANSFER ON THE BOOKS. The shares of stock of the corporation
will be transferable and assignable only upon the books of the corporation. Upon
surrender to the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the corporation will issue a new certificate to the person entitled to
that certificate, cancel the old certificate and record the transaction upon its
stock transfer book.

SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event a
certificate is lost, stolen or destroyed, the President or Cashier may, upon
satisfactory proof of such loss, theft or destruction, and upon receipt of
satisfactory indemnity from the shareholder, authorized the issuance of a new
certificate.

ARTICLE VI. GENERAL PROVISIONS

SECTION 1. CONVEYANCE OF REAL ESTATE OWNED. All instruments for the purpose
of transferring and conveying real estate owned by the corporation or any
contract or agreement, will be executed in the name of the corporation under
authority of a resolution by the Board of Directors, signed by the President or
Vice President and Secretary.

SECTION 2. EXECUTION OF DOCUMENTS. All checks, drafts, vouchers or other
obligations representing the current expenses and current business transactions
of the corporation will be signed by the President, Vice President or Secretary
or such officer of the corporation as the Board of Directors may by resolution
determine.

ARTICLE VII. AMENDMENTS

SECTION 1. AMENDMENT OF BYLAWS. These bylaws may be altered, amended or
repealed by a majority vote of the Board of Directors at any regular meeting of
the Board of Directors or any special meeting called for that purpose.

These bylaws were adopted by a resolution of the Board of Directors
effective December 9, 1998, and amended by resolution of the Board of Directors
on February 9, 1999.

DATED the 9th day of February 1999.

/s/ Hal Brown
------------------------------
Hal Brown, Corporate Secretary

FIRST AMENDMENT
TO THE
BYLAWS OF
PACIFIC CONTINENTAL CORPORATION

Effective as of February 9, 1999, the Board of Directors of the Company
amended the first sentence of ARTICLE II, SECTION 1 of the Company's Bylaws to
read as follows:

"The business and affairs of the corporation will be managed and controlled
by a board of none (9) directors."

The undersigned, the corporate secretary for the Company, certifies that
the above amendment to the bylaws was approved by resolution of the Board of
Directors on February 9, 1999.

DATED the 9th day of February 1999.

/s/ Hal Brown
------------------------------
Hal Brown, Corporate Secretary

SECOND AMENDMENT
TO THE
BYLAWS OF
PACIFIC CONTINENTAL CORPORATION

On February 14, 2002, the Board of Directors of the Corporation adopted
ARTICLE II, SECTION 1 to be effective February 14, 2002, and for incorporation
in the Bylaws to read as follows:

SECTION 1. NUMBER. The business and affairs of the corporation will be
managed and controlled by a board of ten (10) directors. Each director will
hold office in staggered terms as set forth in the Articles of
Incorporation, and until that director's successor has been elected and
qualified, or until that director's death or until that director resigns or
is removed in accordance with the provisions of these bylaws. At least
one-half (1/2) of the directors, at the time of their election and during
their continuance in office, will be citizens of the United States and
residents of the State of Oregon.

The undersigned, the corporate secretary for the Corporation, certifies
that the above amendment to the bylaws was approved by resolution of the Board
of Directors on February 14, 2002.

DATED the 15th day of February 2002.

/s/ Hal Brown
------------------------------
Hal Brown, Corporate Secretary

THIRD AMENDMENT
TO THE
BYLAWS OF
PACIFIC CONTINENTAL CORPORATION

On February 14, 2002, the Board of Directors of the Corporation adopted
ARTICLE II, SECTION 13 to be effective March 1, 2002, and for incorporation in
the Bylaws to read as follows:

SECTION 13. COMPENSATION. By resolution of the Board of Directors,
directors shall receive cash compensation as follows. Each director shall be
paid a monthly fee for attending a regular monthly Board of Directors meeting of
the Company or for attending a regular monthly Board of Directors meeting of the
Company's principal subsidiary, Pacific Continental Bank. Additionally,
directors shall be paid a fee for attending the meetings of their assigned
committees, or their assigned committees of Pacific Continental Bank, and all
directors are paid for their attendance at the Asset and Liability Committee
("ALCO"), whether or not they are a designated member of the ALCO Committee.
Directors are excused from attending one Board of Directors meeting annually
without forfeiture of the meeting fee. Directors may occasionally attend the
Board of Directors meetings, or the meetings of their assigned committees,
telephonically, providing they have prepared for the meeting by accessing the
Company's private Extranet. All director fees are paid the first week of the
month following the month in which the fees are earned. Qualified business
expenses are reimbursable upon submission of a personal expense report and the
attendant documentation.

COMPENSATION FOR MEETINGS

Chairman, $1,600 plus $100 for each scheduled committee meeting attended with no
maximum. Directors, $1,400 plus $100 for each scheduled committee meeting that
the director is a member with no maximum.

DIRECTOR BONUS

Based on Pacific Continental Corporation's consolidated financial results,
directors are eligible to participate in a director performance bonus program.
The performance bonus amount is determined by the table below and is based on
the Company's consolidated return on average equity (ROAE) for the previous
fiscal year. The performance bonus is earned only in the event that the
Company's, and all of its subsidiaries, capital accounts are minimally managed
to be considered "Well Capitalized" under the Prompt Corrective Action
Provisions of the FDIC and other regulatory bodies.

less than over over over over

Return on Average Equity 15% 15% 16% 17% 18%
Performance Bonus $ 0 $ 3,000 $ 4,500 $ 7,000 $ 10,000

Only directors serving at year-end are eligible for the director performance
bonus. Performance bonuses are proportionately adjusted to reflect partial
service during the fiscal year with each month served contributing one-twelfth
(1/12) of the amount otherwise shown in the table above. Performance bonuses are
paid after the year-end by resolution of the Board of Directors.

Directors are expected to attend a minimum of 75% of the aggregate of (i) the
total number of meetings of the Boards of Directors, and (ii) the total number
of meetings held by all the committees on which they serve. Directors failing to
meet the minimum attendance requirement will not be eligible for the director
performance bonus.

The undersigned, the corporate secretary for the Corporation, certifies
that the above amendment to the bylaws was approved by resolution of the Board
of Directors on February 14, 2002.

DATED the 15th day of February 2002.

/s/ Hal Brown
------------------------------
Hal Brown, Corporate Secretary

FOURTH AMENDMENT
TO THE
BYLAWS OF
PACIFIC CONTINENTAL CORPORATION

On April 9, 2002, the Board of Directors of the Corporation adopted ARTICLE
II, SECTION 1 to be effective April 24, 2002, and for incorporation in the
Bylaws to read as follows:

SECTION 1. NUMBER. The business and affairs of the corporation will be
managed and controlled by a board of nine (9) directors. Each director will
hold office in staggered terms as set forth in the Articles of
Incorporation, and until that director's successor has been elected and
qualified, or until that director's death or until that director resigns or
is removed in accordance with the provisions of these bylaws. At least
one-half (1/2) of the directors, at the time of their election and during
their continuance in office, will be citizens of the United States and
residents of the State of Oregon.

The undersigned, the corporate secretary for the Corporation, certifies
that the above amendment to the bylaws was approved by resolution of the Board
of Directors on April 9, 2002.

DATED the 10th day of April 2002.

/s/ Hal Brown
------------------------------
Hal Brown, Corporate Secretary