EXHIBIT 10.4

                       1995 DIRECTORS' STOCK OPTION PLAN

                                      OF

                           PACIFIC CONTINENTAL BANK

     1.   PURPOSE.  The purpose of this 1995 Directors' Stock Option Plan (Plan)
is to secure for the Pacific Continental Bank (Bank) and its shareholders the
benefits which flow from providing directors of the Bank with the incentive
inherent in common stock ownership. It is generally recognized that stock option
plans aid in retaining competent directors, furnish a device to attract
directors of exceptional ability to the Bank and provide incentive to directors
to make the Bank successful.

     2.   AMOUNT OF STOCK.  The total number of shares to be subject to options
granted on and after final adoption of the Plan shall not exceed twenty thousand
(20,000) shares of the One Dollar ($1) par value common stock of the Bank. The
total number of shares shall be subject to appropriate increase or decrease in
the event of a stock dividend, stock split or reclassification of the shares
covered by this Plan. If options granted under this Plan lapse or are cancelled
without being exercised in whole or in part, other options may be granted
covering and the shares not purchased under such lapsed or cancelled options.

     3.   STOCK OPTION COMMITTEE.  The Board of Directors shall constitute the
stock option committee (hereinafter referred to as Committee), to serve under
this Plan.

     4.   ELIGIBILITY AND PARTICIPATION.  Options may be granted pursuant to the
Plan to directors who are not employees of the Bank. From time to time the
Committee shall select the directors to whom options shall be granted and the
Committee shall determine the terms of each option, including, but not limited
to, the number of shares to be covered by the option, and the option period.
Future as well as present directors shall be eligible to participate in the
Plan. No option may be granted under the Plan more than ten (10) years after the
date of the adoption of the Plan by the Board of Directors or the date of
approval of the Plan by the shareholders, whichever is earlier.

     5.   OPTION AGREEMENT.  The terms and provisions of options granted
pursuant to the Plan shall be set forth in an agreement, herein called Option
Agreement, between the Bank and the director receiving the option. The Option
Agreement may be in such form, not inconsistent with the terms of this Plan, as
shall be approved by the Committee.

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     6.   PRICE.  The purchase price per share under options granted pursuant to
the Plan shall be the fair market value of a share at the time the options are
granted. The fair market value shall be determined using the same method as is
used for determining the price per share in connection with the Bank's dividend
reinvestment plan, or if that plan is discontinued, using any reasonable method.
The full purchase price of shares purchased shall be paid upon exercise of the
option.

     7.   OPTION PERIOD.  No option granted pursuant to the Plan shall be
exercisable after the expiration of ten (10) years from the date the option is
first granted. The expiration date set forth in each Option Agreement is
hereinafter referred to as the Expiration Date.

     8.   TERMINATION OF SERVICE.  The Option Agreement shall provide that:

          a.   If, prior to the Expiration Date, the director ceases to be a
director of the Bank, for any reason other than death or total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended), then any unexercised portion of the option granted shall
automatically terminate three (3) months after the date on which the director
ceases to be a director;

          b.   If, prior to the Expiration Date, the director ceases to be a
director of the Bank because of total and permanent disability (within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended),
then any unexercised portion of the option granted shall automatically terminate
one (1) year after the date such director ceases service;

          c.   If, prior to the Expiration Date, the director dies, the legal
representative of the director's estate or any devisee or heir of the director
shall have the privilege, for a period of six (6) months after the date of
death, or exercising all or any part of the then unexercised portion of the
option.

The provisions set forth in this Paragraph 8 shall not be construed as extending
the time for exercising any option granted pursuant to this Plan beyond the
Expiration Date.

     9.   ASSIGNABILITY.  The Option Agreement shall provide that the option
granted is not transferable by the director other than by will or the laws of
descent and distribution, and is exercisable, during the director's lifetime,
only by the director.

     10.  PERMITTED ADJUSTMENTS.  The Option Agreement may contain such
provisions as the Committee may approve as equitable concerning the effect upon
the option granted thereby, and upon the

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per share option price, of any stock dividends, stock splits or reclassification
of the stock upon reorganization.

     11.  AMENDMENT OF THE PLAN.  The Board of Directors may, from time to time
(subject to obtaining approval from the shareholders of the Bank or the
Department of Insurance and Finance for the State of Oregon, to the extent
required by Oregon law), alter, amend, suspend or discontinue the Plan and make
rules for its administration.

     12.  OPTIONS DISCRETIONARY.  The granting of options under the Plan shall
be entirely discretionary and nothing in the Plan shall be deemed to give any
director any right to participate in the Plan or to receive options.

     13.  SHAREHOLDER APPROVAL.  The Plan, and the amendment to the articles of
incorporation necessary to implement the Plan, shall be submitted to the
shareholders of the Bank for approval by the holders of at least two-thirds
(2/3) of the issued and outstanding shares of the Bank. If the shareholders of
the Bank fail to approve the plan or fail to adopt the necessary amendment to
the articles of incorporation, the Plan shall be null and void.

     14.  APPROVAL OF THE DEPARTMENT OF CONSUMER AND BUSINESS SERVICES.  The
Plan shall be submitted to the Department of Consumer and Business Services for
the State of Oregon. If the department disapproves the Plan, the Plan shall be
null and void.

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