SECURITIES AND EXCHANGE
COMMISSIONWashington, D. C. 20549

FORM 10-Q

(Mark One)

|/X/ | Quarterly
Report Pursuant to Section 13 or 15(d) of the          Securities Exchange Act of 1934
|--- | ------------------------------------------------------------------------------------------------

For the quarterly
period ended March 31, 2003

OR

|/   / | Transition Report Pursuant to Section 13 or 15(d) of the          Securities
Exchange Act of 1934
|----- | -------------------------------------------------------------------------------------------------

For the transition
period from _______________________ to _______________________

Commission File Number
333-96209

PREMIERWEST BANCORP (Exact
name of registrant as specified in its charter)

|OREGON(State of Incorporation) |  | 93-1282171(I.R.S. EmployerIdentification Number)
|------------------------------ |  | ------------------------------------------------

503 Airport Road P.O. Box 40 Medford, Oregon 97504(Address
of principal executive offices) (Zip Code)

(541) 618-6003 (Registrants telephone number, including area code)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes     /X/      
   No     /  /

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes     /X/      
   No     /  /

The number of shares outstanding of
the registrants common stock, as of May 6, 2003 was 11,567,559.

1

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Disclosure Regarding
Forward-Looking Statements

This report includes forward-looking
statements within the meaning of the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the
beliefs of the Companys management and on assumptions made by and information
currently available to management. All statements other than statements of historical
fact, regarding the Companys financial position, business strategy and plans and
objectives of management for future operations of the Company are forward-looking
statements. When used herein, the words anticipate, believe,
estimate, expect, and intend and words or phrases of
similar meaning, as they relate to the Company or management, are intended to identify
forward-looking statements. Examples of forward-looking statements include, but are not
limited to (i) projections of revenues, income or expenses, earnings per share, capital
expenditures, dividends, capital structure and other financial items, (ii) statements of
the plans and objectives of the Company or its management, or Board of Directors,
including the introduction of new products or services, plans for expansion, acquisitions
or future growth, or estimates or predictions of actions by customers, vendors,
competitors or regulatory authorities, (iii) statements of future economic performance,
and (iv) statements of assumptions underlying other statements about the Company and its
business. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such expectations
will prove to have been correct. Forward-looking statements are subject to certain risks
and uncertainties, which could cause actual results to differ materially from those
indicated by the forward-looking statements. These risks and uncertainties include the
Companys ability to maintain or expand its market share, net interest margins, or
implement its marketing and growth strategies. Further, actual results may be affected by
the Companys ability to compete on price and other factors with other financial
institutions; customer acceptance of new products and services; general trends in the
banking industry; and, the regulatory environment, as they relate to the Companys
cost of funds and returns on assets. In addition, there are risks inherent in the banking
industry relating to collectibility of loans and changes in interest rates. The reader is
advised that this list of risks is not exhaustive and should not be construed as any
prediction by the Company as to which risks would cause actual results to differ
materially from those indicated by the forward-looking statements.

2

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# Form 10-Q
                                Table of Contents

|Part I         | FINANCIAL INFORMATION                                                                 |   
|-------------- | ------------------------------------------------------------------------------------- | --
|Item 1.        | Financial Statements                                                                  | 4 
|Item 2.        | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13
|Item 3.        | Quantitative and Qualitative Disclosures About Market Risk                            | 16
|Item 4.        | Controls and Procedures                                                               | 16
|Part II        | OTHER INFORMATION                                                                    
|Item 1.        | Legal Proceedings                                                                     | 17
|Item 4.        | Submission of Matters to a Vote of Securities Holders                                 | 17
|Item 6.        | Exhibits and Reports on Form 8-K                                                      | 17
|CERTIFICATIONS | 18                                                                                   
|SIGNATURES     | 20                                                                                   

3

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PREMIERWEST BANCORP AND
SUBSIDIARYCONDENSED CONSOLIDATED BALANCE SHEETS(Dollars in 000's)

# ASSETS

|                                                               | (Unaudited)March 31,2003 | (Audited)December 31,2002
|-------------------------------------------------------------- | ------------------------ | -------------------------
|Cash and cash equivalents:                                     |                          |                          
|Cash and due from banks                                        | $  17,777                | $  28,952                
|Federal funds sold                                             | 41,790                   | 12,485                   
|Total cash and cash equivalents                                | 59,567                   | 41,437                   
|Investment securities available-for-sale, at fair market value | 38,399                   | 41,598                   
|Interest-bearing deposits with Federal Home Loan Bank          | 101                      | 208                      
|Federal Home Loan Bank stock                                   | 1,724                    | 1,696                    
|Loans, net of allowance for loan losses and deferred loan fees | 391,578                  | 392,274                  
|Premises and equipment, net of accumulated depreciation       
|and amortization                                               | 18,519                   | 18,725                   
|Goodwill, net of amortization                                  | 6,633                    | 6,633                    
|Accrued interest and other assets                              | 12,953                   | 12,513                   
|TOTAL ASSETS                                                   | $529,474                 | $515,084                 

# LIABILITIES AND
SHAREHOLDERS' EQUITY

|LIABILITIES     Deposits:                                   |           |           
|----------------------------------------------------------- | --------- | ----------
|Demand                                                      | $  96,635 | $   91,611
|Interest-bearing demand and savings                         | 199,450   | 195,750   
|Time                                                        | 145,059   | 140,976   
|Total deposits                                              | 441,144   | 428,337   
|Federal Home Loan Bank borrowings                           | 24,566    | 24,847    
|Securities sold under agreements to repurchase              | 8,463     | 8,890     
|ESOP notes payable                                          | --        | 16        
|Accrued interest and other liablities                       | 4,846     | 3,822     
|Total liabilities                                           | 479,019   | 465,912   
|COMMITMENTS AND CONTINGENCIES                              
|SHAREHOLDERS' EQUITY                                       
|Common stock - no par value; 20,000,000 shares authorized; 
|and 11,567,559 and 11,567,559 shares issued and outstanding
|in 2003 and 2002, respectively                              | 33,879    | 33,875    
|Retained earnings                                           | 16,020    | 14,772    
|Unearned ESOP compensation                                  | --        | (16)      
|Accumulated other comprehensive income, net of taxes        | 556       | 541       
|Total shareholders' equity                                  | 50,455    | 49,172    
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  | $529,474  | $ 515,084 

4

See accompanying notes

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PREMIERWEST BANCORP AND
SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF INCOME(Dollars in 000's, Except for Earnings per Share Data)
                                   (Unaudited)

|                                                  | For the Three Months Ended March 31,
|------------------------------------------------- | ------------------------------------
|
|INTEREST AND DIVIDEND INCOME                      |                                     
|Interest and fees on loans                        | $7,333                              
|Taxable interest on investment securities         | 203                                 
|Nontaxable interest on investment securities      | 163                                 
|Interest on federal funds sold                    | 81                                  
|Federal Home Loan Bank stock and other           
|dividends                                         | 70                                  
|Total interest and dividend income                | 7,850                               
|INTEREST EXPENSE                                 
|Deposits:                                        
|Interest-bearing demand and savings               | 436                                 
|Time                                              | 1,084                               
|Federal funds purchased and securities sold under
|agreements to repurchase                          | 22                                  
|Federal Home Loan Bank borrowings and ESOP       
|notes payable                                     | 208                                 
|Total interest expense                            | 1,750                               
|NET INTEREST INCOME                               | 6,100                               
|LOAN LOSS PROVISION                               | 300                                 
|Net interest income after loan loss provision     | 5,800                               
|NONINTEREST INCOME                               
|Service charges on deposit accounts               | 401                                 
|Mortgage loan brokerage and other fees            | 454                                 
|Investment brokerage and annuity fees             | 173                                 
|Other commissions and fees                        | 196                                 
|Gains on sales of investment securities, net      | 15                                  
|Other noninterest income                          | 117                                 
|Total noninterest income                          | 1,356                               
|NONINTEREST EXPENSE                              
|Salaries and employee benefits                    | 3,112                               
|Net occupancy and equipment                       | 1,031                               
|Communications                                    | 236                                 
|Professional fees                                 | 124                                 
|Advertising                                       | 126                                 
|Other                                             | 650                                 
|Total noninterest expense                         | 5,279                               
|INCOME BEFORE PROVISION FOR INCOME TAXES          | 1,877                               
|PROVISION FOR INCOME TAXES                        | 629                                 
|NET INCOME                                        | $1,248                              
|Earnings per common share:                       
|Basic                                             | $  0.11                             
|Diluted                                           | $  0.11                             

5

See accompanying notes

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PREMIERWEST BANCORP AND
SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                               (Dollars in 000's)
                                   (Unaudited)

|                                       | Numberof Shares | CommonStock | RetainedEarnings | UnearnedESOPCompensation | AccumulatedOtherComprehensiveIncome (Loss) | TotalShareholders'Equity | ComprehensiveIncome
|-------------------------------------- | --------------- | ----------- | ---------------- | ------------------------ | ------------------------------------------ | ------------------------ | -------------------
|
|BALANCE, JANUARY 1, 2002               | 11,403,251      | $ 29,480    | $ 14,008         | $(162)                   | $368                                       | $43,694                  |                    
|Comprehensive income:                 
|Net income                             |                 |             | 907              |                          |                                            | 907                      | $      907         
|Unrealized loss                       
|on investment securities              
|available-for-sale of $104            
|(net of taxes of $67)                  |                 |             |                  |                          | (104)                                      | (104)                    | (104)              
|Reclassifiecation adjustment          
|for net gains on sales of             
|investment securities                 
|available-for-sale included in        
|net income of $90 (net of             
|taxes of $55)                          |                 |             |                  |                          | (90)                                       | (90)                     | (90)               
|Comprehensive income                   |                 |             |                  |                          |                                            |                          | $             713  
|ESOP compensation expense              |                 | 27          |                  | 71                       |                                            | 98                       |                    
|Tax benefit of stock options exercised |                 | 148         |                  |                          |                                            | 148                      |                    
|Stock options exercised                | 109,607         | 215         |                  |                          |                                            | 215                      |                    
|BALANCE, MARCH 31, 2002                | 11,512,858      | $ 29,870    | $ 14,915         | $(91)                    | $174                                       | $44,868                 
|BALANCE - JANUARY 1, 2003              | 11,567,559      | $ 33,875    | $ 14,772         | $(16)                    | $541                                       | $49,172                 
|Comprehensive income:                 
|Net income                             |                 |             | 1,248            |                          |                                            | 1,248                    | $   1,248          
|Unrealized gain                       
|on investment securities              
|available-for-sale of $24             
|(net of taxes of $9)                   |                 |             |                  |                          | 24                                         | 24                       | 24                 
|Reclassifiecation adjustment          
|for net gains on sales of             
|investment securities                 
|available-for-sale included in        
|net income of $9 (net of              
|taxes of $6)                           |                 |             |                  |                          | (9)                                        | (9)                      | (9)                
|Comprehensive income                   |                 |             |                  |                          |                                            |                          | $          1,263   
|ESOP compensation expense              |                 | 4           |                  | 16                       |                                            | 20                      
|BALANCE - MARCH 31, 2003               | 11,567,559      | $ 33,879    | $ 16,020         | $   --                   | $556                                       | $50,455                  |                    

6

See accompanying notes

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PREMIERWEST BANCORP AND
SUBSIDIARY                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Dollars in 000's)
                                   (Unaudited)

|                                                                | For the Three Months Ended March 31,
|--------------------------------------------------------------- | ------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |                                     
|Net income                                                      | $   1,248                           
|Adjustments to reconcile net income to net cash                
|from operating activities:                                     
|Depreciation and amortization                                   | 469                                 
|Amortization of premiums                                       
|on investment securities, net                                   | --                                  
|Dividends on Federal Home Loan Bank stock                       | (28)                                
|Net securities gains                                            | (15)                                
|Net gain on sale of property                                    | (15)                                
|Loan loss provision                                             | 300                                 
|Recognition of deferred compensation relating to ESOP           | 20                                  
|Decrease (increase) in accrued interest and other assets        | 120                                 
|Increase in accrued interest and other liabilities              | 1,024                               
|Net cash from operating activities                              | 3,123                               
|CASH FLOWS FROM INVESTING ACTIVITIES:                          
|Purchases of investment securities available-for-sale           | (4,990)                             
|Proceeds from sales of investment securities available-for-sale | 1,024                               
|Proceeds from calls and maturities of investment               
|securities available-for-sale                                   | 7,204                               
|Decrease in deposit with FHLB                                   | 107                                 
|Loan originations, net                                          | (173)                               
|Proceeds from sale of premises and equipment                    | 17                                  
|Purchase of premises and equipment                              | (265)                               
|Net cash from investing activities                              | 2,924                               
|CASH FLOWS FROM FINANCING ACTIVITIES:                          
|Net increase (decrease) increase in deposits                    | 12,807                              
|Net (repayments) borrowings                                     | (724)                               
|Proceeds from exercise of stock options                         | --                                  
|Net cash from financing activities                              | 12,083                              
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                | 18,130                              
|CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD             | 41,437                              
|CASH AND CASH EQUIVALENTS - END OF THE PERIOD                   | $ 59,567                            

7

See accompanying notes

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PREMIERWEST BANCORP AND
SUBSIDIARY               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

March 31, 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Organization The accompanying
condensed consolidated financial statements include the accounts of PremierWest Bancorp
and its wholly-owned subsidiary, PremierWest Bank (collectively, PremierWest,
the Company or the Bank). PremierWest Banks wholly-owned
subsidiaries include PremierWest Investment Services, Inc., Premier Finance Company, and
Blue Star Properties, Inc. The consolidated financial statements also reflect the
Banks acquisition in April 2001 of Timberline Bancshares, Inc., which was accounted
for by the purchase method, and its acquisition in May 2000 of United Bancorp, which was
accounted for by the pooling-of-interests method of accounting.

The Bank conducts a general banking
business operating primarily in Jackson, Josephine, Douglas, and Klamath counties of
southern Oregon, and Siskiyou and Shasta counties of northern California. Its activities
include the usual lending and deposit functions of a commercial bank  commercial,
real estate, installment, and mortgage loans; checking, time deposit, and savings
accounts; mortgage loan brokerage services; and automated teller machines (ATMs) and safe
deposit facilities

Basis of presentation The
condensed consolidated financial statements include the accounts of PremierWest Bancorp
and its wholly owned subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation.

The interim condensed consolidated
financial statements are not audited, but include all adjustments that management
considers necessary for a fair presentation of the results of operations for such interim
periods.

The balance sheet data as of December
31, 2002 was derived from audited financial statements and does not include all
disclosures contained in the 2002 Annual Report to Shareholders. The interim condensed
consolidated financial statements should be read in conjunction with the Companys
2002 consolidated financial statements, including the notes thereto, included in the 2002
Annual Report to Shareholders. The reader should keep in mind that the results of
operations for the interim periods shown in the accompanying condensed consolidated
financial statements are not necessarily indicative of results for any future interim
periods or the entire fiscal year.

Method of accounting and use of
estimates The Bank prepares its condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United States of America
and prevailing practices within the banking industry. The Bank utilizes the accrual method
of accounting, which recognizes income when earned and expenses when incurred.

The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of income
and expenses during the reporting period. Actual results could differ from those
estimates.

Critical Accounting Policies
Various elements of the Companys accounting policies are inherently subject to
estimation techniques, valuation assumptions and other subjective assessments. In
particular, management has identified certain policies that, due to the judgments,
estimates and assumptions inherent in those policies, are critical to an understanding of
our consolidated financial statements. These policies relate primarily to the
determination of our allowance for loan losses and the valuation of goodwill.

There are other complex accounting
standards that require the Company to employ significant judgment in interpreting and
applying certain of the principles prescribed by those standards. These judgments include
the determination of whether a financial instrument or other contract meets the definition
of a derivative and qualifies for accounting in accordance with Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities. These judgments also include significant estimates and assumptions
necessary to determine the disclosure requirements of Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation and Statement of
Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure  an Amendment of FASB Statement No. 123.
These policies and judgments, estimates and assumptions are described in greater detail in
the Notes to the consolidated financial statements included in the Companys 2002
Annual Report on Form 10-K. We believe that the judgments and estimates and assumptions
used in the preparation of our consolidated financial statements are appropriate given the
factual circumstances at the time. However, given the sensitivity of our consolidated
financial statements to these critical accounting policies, the use of other judgments,
estimates and assumptions could result in material differences in our results of
operations or financial condition.

Stock dividends On April 18,
2002, the Company declared a 5% stock dividend payable on June 21, 2002 to its
shareholders of record June 1, 2002. On March 27, 2003, the Company declared a 5% stock
dividend payable on June 20, 2003 to its shareholders of record May 30, 2003. Share and
per share data for 2002 in the accompanying condensed consolidated financial statements
have been retroactively restated to reflect the stock dividend.

8

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PREMIERWEST BANCORP AND
SUBSIDIARY               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

March 31, 2003

NOTE 2 - INVESTMENT SECURITIES
AVAILABLE-FOR-SALE

Investment securities
available-for-sale at March 31, 2003 and December        31, 2002 consisted of the
following:

|                                        | 2003   
|--------------------------------------- | -------
|
|U.S. agency securities                  | $16,978
|Mortgage-backed securities             
|and collateralized mortgage obligations | 792    
|Obligations of states and              
|political subdivisions                  | 15,450 
|Corporate bonds                         | 3,963  
|Other securities                        | 315    
|Total                                   | $37,498

|                                        | 2002   
|--------------------------------------- | -------
|
|U.S. government and agency securities   | $18,431
|Mortgage-backed securities             
|and collateralized mortgage obligations | 1,875  
|Obligations of states and              
|political subdivisions                  | 16,120 
|Corporate bonds                         | 3,964  
|Other securities                        | 331    
|Total                                   | $40,721

At March 31, 2003, essentially all
investment securities        available-for-sale were pledged to secure public deposits,
certain        nonpublic deposits, and borrowings.

NOTE 3 - LOANS, NON-PERFORMING
ASSETS AND ALLOWANCE FOR LOAN LOSSES

Loans as of March 31, 2003 and
December 31, 2002 consisted of the following:

|(Dollars in 000's)        | 2003     | 2002    
|------------------------- | -------- | --------
|Real estate-commercial    | $259,832 | $255,172
|Real estate-construction  | 46,027   | 47,221  
|Real estate-residential   | 3,503    | 3,925   
|Commercial                | 45,508   | 46,797  
|Agricultural              | 6,743    | 7,410   
|Consumer                  | 32,977   | 34,648  
|Other                     | 3,300    | 3,177   
|                          | 397,890  | 398,350 
|Less:                    
|Allowance for loan losses | 5,070    | 4,838   
|Deferred loan fees        | 1,242    | 1,238   
|                          | 6,312    | 6,076   
|Loans, net                | $391,578 | $392,274

9

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PREMIERWEST BANCORP AND
SUBSIDIARY               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

March 31, 2003

Transactions in the allowance for
loan losses for the three months ended March 31, 2003 and March 31, 2002 were as follows:

|(Dollars in 000's) | 2003                             | 2002   
|------------------ | -------------------------------- | -------
|                   | BALANCE, beginning of the period | $ 4,838
|                   | Loans charged-off                | (81)   
|                   | Loan recoveries                  | 13     
|                   | Loan loss provision              | 300    
|                   | BALANCE, end of the period       | $ 5,070

The following table summarizes
non-performing assets as of March 31, 2003 and December 31, 2002:

|(Dollars in 000's)                                  | 2003   | 2002  
|--------------------------------------------------- | ------ | ------
|Loans on non-accrual status                         | $2,571 | $3,410
|Loans past due greater than 90 days but            
|not on non-accrual status                           | 173    | 59    
|Total non-performing loans                          | 2,744  | 3,469 
|Other real estate owned                             | 655    | 85    
|Total non-performing assets                         | $3,399 | $3,554
|Percentage of non-performing loans to total loans   | 0.69%  | 0.87% 
|Percentage of non-performing assets to total assets | 0.64%  | 0.69% 

NOTE 4 - LINE OF CREDIT AND OTHER
BORROWINGS

The Company has a line of credit
available with Federal Home Loan Bank of        Seattle (FHLB) for up to approximately
$79 million as of March 31, 2003.        This line of credit is secured by loans and
securities, including        restricted FHLB stock owned by the Company, and is limited
to 15% of the        Bank's total assets. Interest and principal payments are due monthly
on        any outstanding borrowings. As of March 31, 2003 and December 31, 2002,
       the Company had no draws on short-term advances from the FHLB under the
       line of credit. The Company has borrowed long-term funds from the FHLB
       against this line of credit, aggregating approximately $24.6 million and
       $24.8 million as of March 31, 2003 and December 31, 2002, respectively.        As
of March 31, 2003, $20.0 million is due July 23, 2004, $3.3 million is        due August
28, 2008, and the remaining $1.3 million is due at various        times through February
2014. The Company is making monthly principal        payments of approximately $53,000
plus interest at rates of 2.81% to        7.63%, with a weighted average interest rate of
3.4% at March 31, 2003.

Borrowings of approximately $8.5
million and $8.9 million at March 31,        2003 and December 31, 2002, relate to
repurchase agreements used for        customer overnight sweep accounts. The cost of
these funds as of March        31, 2003 is at an average annual rate of interest of
approximately 1.05%.        Certain investment securities, as required, have been pledged
as        collateral to fully secure the long-term debt and the repurchase
       agreements.

Additionally, as of March 31, 2003
the Company has approximately $20        million in available borrowings through lines of
credit with certain        correspondent banks and through the Federal Reserve Bank's
discount        window. No balances were outstanding as of March 31, 2003 and December
       31, 2002.

NOTE 5 - COMMITMENTS AND
CONTINGENCIES

The Company is a party to financial
instruments with off-balance-sheet        risk in the normal course of business to meet
the financing needs of its        customers. These financial instruments include
commitments to extend        credit and standby letters of credit. These instruments
involve various        levels and elements of credit and interest rate risk in excess of
the        amount recognized in the accompanying condensed consolidated financial
       statements. The contract or notional amounts of those instruments reflect
       the extent of involvement the Company has in particular classes of
       financial instruments. As of March 31, 2003, the Company has $69.5        million
of commitments to extend credit to customers and $5.4 million of        standby letters
of credit.

10

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PREMIERWEST BANCORP AND
SUBSIDIARY               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

March 31, 2003

In the ordinary course of
business, the Bank may become involved in various litigation arising from normal banking
activities. In the opinion of management, the ultimate disposition of current actions
will not have a material adverse effect on the Banks consolidated financial
position or results of operations.

NOTE 6  EARNINGS PER SHARE

The Companys basic earnings
per common share is computed by dividing net income by the weighted average number of
common shares outstanding during the period, retroactively adjusted for all stock
dividends. The Companys diluted earnings per common share is computed by dividing
net income by the weighted-average number of common shares outstanding plus dilutive
common shares related to stock options, retroactively adjusted for all stock dividends.

|Three-months ended March 31:              | 2003       | 2002      
|----------------------------------------- | ---------- | ----------
|Weighted average number of common shares: |            |           
|Basic earnings per common share           | 11,567,559 | 11,447,000
|Diluted earnings common per share         | 11,617,014 | 11,536,000

NOTE 7  STOCK
OPTIONS

The Company applies Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations in accounting for its stock option plans. SFAS No. 123, Accounting
for Stock-Based Compensation, requires companies, such as the Bank, that use the
intrinsic value method to account for employee stock options, to provide pro forma
disclosures of the net income and earnings per share effect of applying the fair
value-based method of accounting for stock options.

There were no stock options granted
in the first quarter of 2003. The effect of applying the fair value-based method to stock
options granted for the three month period ended March 31, 2002 resulted in an estimated
weighted-average grant date fair value of $1.38. Had compensation cost been determined
consistent with SFAS No. 123, its effect on net income and earnings per common share, and
diluted earnings per common share for the three month period ended March 31, 2002 would
not have been significant to the reported results of operations.

NOTE 8  RECENTLY
ISSUED ACCOUNTING STANDARDS

In December 2002, the Financial
Accounting Standards Board (FASB) issued SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure an Amendment of FASB
Statement No. 123. This statement amends FASB Statement No. 123, Accounting
for Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value-based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of Statement
FASB No. 123 to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Banks management intends to
continue using the intrinsic value method for stock-based employee compensation
arrangements and, therefore, does not expect that the application provisions of this
statement will have a material impact on the Banks consolidated financial
statements.

In October 2002, the FASB issued
SFAS No. 147, Acquisitions of Certain Financial Institutions. This statement
provides guidance on the accounting for the acquisition of a financial institution and
applies to all acquisitions except those between two or more mutual enterprises. The Banks
management does not expect that the application of the provisions of this statement will
have a material impact on the Banks consolidated financial statements.

In June 2002, the FASB issued SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This
statement addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs Incurred in a Restructuring). This statement is effective
for exit or disposal activities that are initiated after December 31, 2002, with early
application encouraged. The Banks management does not expect that the application
of the provisions of this statement will have a material impact on the Banks
consolidated financial statements.

In April 2002, the FASB issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. This statement rescinds FASB Statement
No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an
amendment of that statement, FASB Statement No. 64, Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements. This statement also rescinds FASB Statement No.
44, Accounting for Intangible Assets of Motor Carriers. This statement amends
FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. The Banks management does not expect that
the application of the provisions of this statement will have a material impact on the
Banks consolidated financial statements.

11

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PREMIERWEST BANCORP AND
SUBSIDIARYNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)

March 31, 2003

In January 2003, the FASB issued
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. This
interpretation clarifies the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, and requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do not
effectively disperse risks among parties involved. This interpretation explains how to
identify variable interest entities and how an enterprise assesses its interests in a
variable interest entity to decide whether to consolidate that entity. This
interpretation applies immediately to variable interest entities created after January
31, 2003, and to variable interest entities in which an enterprise obtains an interest
after that date. It applies in the first fiscal year or interim period beginning after
June 15, 2003, to variable interest entities in which an enterprise holds a variable
interest that is acquired before February 1, 2003. The Interpretation applies to public
enterprises as of the beginning of the applicable interim or annual period, and it
applies to nonpublic enterprises as of the end of the applicable annual period. The Banks
management does not expect that the application of the provisions of this interpretation
will have a material impact on the Banks consolidated financial statements.

In November 2002, the FASB issued
Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. This
interpretation elaborates on the disclosures to be made by a guarantor in its financial
statements about its obligations under certain guarantees that it has issued. It also
clarifies that a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing a guarantee. The
disclosure requirements of FIN 45 are effective for financial statements of interim or
annual periods ending after December 31, 2002, and the initial recognition and initial
measurement provisions shall be applied on a prospective basis to guarantees issued or
modified after December 31, 2002. The Banks management does not expect that the
application of the provisions of this interpretation will have a material impact on the
Banks consolidated financial statements.

12

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ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HIGHLIGHTS

As discussed in the following
sections, for the quarter ended March 31, 2003, the Company earned $1,248,000, an
increase of 37.6% compared to $907,000 in net income for the quarter ended March 31,
2002. The increase in net income for the first quarter of 2003 is due to an increase of
$400,000 in net interest income after the provision for loan losses, an increase of
$78,000 in non-interest income and a $15,000 decrease in non-interest expense, offset by
an increase of $152,000 in the provision for income taxes. Our diluted earnings per share
were $0.11 and $0.08 for the quarters ended March 31, 2003 and 2002, respectively. Return
on average shareholders equity was 10.11% and return on average assets was 0.98% for the
quarter ended March 31, 2003. This compared with a return on average shareholders equity
of 8.28% and a return on average assets of 0.76% for the quarter ended March 31, 2002.

At March 31, 2003 and December 31,
2002, gross loans totaled $397.8 and $398.4 million, respectively, which, although
resulting in no significant growth during the quarter ended March 31, 2003, represents an
8.3% increase over gross loans at March 31, 2002 of $367.3 million. The lack of growth in
loans in the first quarter of 2003 was attributable to several large pay-offs and
refinancings that offset new loans booked for the first three months of 2003 and which
were the result of a continuing competitive market for loans during a very low interest
rate environment. Deposits were $441.1 million at March 31, 2003 compared to $428.3
million at December 31, 2002 and $428.2 million at March 31, 2002, representing a 3.0%
increase. The increase in deposits is attributed to the Companys continued emphasis
on improving its core deposit base and offering attractive deposit products to its
customers.

RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 2003 AND 2002

The Company had net income of
$1,248,000 for the three months ended March 31, 2003, which was an increase of $341,000
(or 37.6%) compared to the same period in 2002. The greatest contribution to improved net
income came from a decrease of $708,000 in interest expense which was offset by a
decrease in interest income of approximately $300,000. The following table presents
information regarding yields on interest-earning assets, rates paid on interest-bearing
liabilities, net interest spreads, net yields on average interest-earning assets, returns
on average assets and returns on average equity for the periods indicated.

|(Dollars in 000's)Analysis for the three-month period ended March 31: | 2003           | 2002           | Increase(Decrease) | % Change
|--------------------------------------------------------------------- | -------------- | -------------- | ------------------ | --------
|Average interest-earning assets                                       | $      465,709 | $      436,515 | $29,194            | 6.7 %   
|Average interest-bearing liabilities                                  | 373,885        | 360,072        | 13,813             | 3.8 %   
|Average total assets                                                  | 517,904        | 485,411        | 32,493             | 6.7 %   
|Average equity                                                        | 50,067         | 44,425         | 5,642              | 12.7 %  
|Average yield earned (1)                                              | 6.91 %         | 7.66 %         | -0.75 %            | -9.8 %  
|Average rate paid                                                     | 1.53 %         | 2.27 %         | -0.74 %            | -32.6 % 
|Net interest spread                                                   | 5.38 %         | 5.39 %         | -0.01 %            | -0.2 %  
|Net interest income to average                                       
|interest-earning assets                                               | 5.31 %         | 5.29 %         | 0.02 %             | 0.4 %   
|Return on average assets                                              | 0.98 %         | 0.76 %         | 0.22 %             | 28.6 %  
|Return on average equity                                              | 10.11 %        | 8.28 %         | 1.83 %             | 22.1 %  
|Efficiency ratio (2)                                                  | 70.81 %        | 75.95 %        | -5.14 %            | -6.8 %  

(1) Tax equivalent at a 34% rate.
(2) Non-interest expense divided by net interest income plus non-interest income.

NET INTEREST INCOME Net
interest income before the loan loss provision increased $408,000 for the three-month
period ended March 31, 2003 over the same period in 2002. The increase was mainly due to
a decrease in interest expense of $708,000, focused in the area of time deposits. This
decrease in interest expense is the direct result of managements decision to reduce
the Banks concentration in higher priced time certificate accounts. This was offset
by a decrease in interest income of $300,000. This decrease in interest income is
primarily attributable to a $400,000 decrease in taxable interest on investment
securities. The Companys volume of interest-earning investments decreased
approximately $23.6 million during the three months ended March 31, 2003 as compared to
the corresponding period in 2002, mainly in the category of U.S. agency securities. This
is the result of higher rate interest-bearing securities being called prior to maturity.
The decrease in interest income on taxable investments was offset by modest increases in
interest income on other interest-earning assets. Net loans increased approximately $30.2
million from March 31, 2002 to March 31, 2003 which led to an increase in loan interest

13

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income of approximately $34,000 for
the first three months of 2003 compared to 2002. Also, interest income on federal funds
sold increased approximately $30,000 in 2003 compared to 2002 as the balance in federal
funds sold increased from $9.3 million at March 31, 2002 to $41.8 million at March 31,
2003. Overall, the Companys average interest-earning assets increased approximately
$29.2 million in the first three months of 2003 over 2002 and average interest-bearing
liabilities increased approximately $13.8 million. As a result, the Companys
interest rate margin, net interest income to average interest-earning assets, increased 2
basis points for the first three months of 2003 compared to 2002.

LOAN LOSS PROVISION The loan
loss provision for the three-month period ended March 31, 2003 was $300,000 compared to
$292,000 for the three-month period ended March 31, 2002. The Company had net charge-offs
of $68,000 during the three-month period ended March 31, 2003 compared to net recoveries
of $25,000 for the corresponding period in 2002.

NONINTEREST INCOME Noninterest
income increased 6.1% to $1.4 million for the three months ended March 31, 2003, as
compared to $1.3 million for the same period in 2002. Of this increase, $68,000 relates
to investment services, $37,000 relates to account service fees, $32,000 relates to other
commissions and fees and $75,000 relates to other noninterest income including an
increase in the cash surrender value of life insurance and gains on sales of fixed
assets. These increases were offset by a decrease of $130,000 in gains on sales of
investment securities.

NONINTEREST EXPENSE Noninterest
expense decreased $15,000 for the three months ended March 31, 2003 as compared to the
corresponding period in 2002. A portion of this decrease occurred in salaries and
employee benefits which decreased $39,000. This decrease was due to one-time severance
costs and increases in commissions paid and employee benefit expenses that were incurred
during the three months ended March 31, 2002. Occupancy and equipment expenses increased
a total of $46,000 for the three months ended March 31, 2003, as compared to the same
period in 2002. This increase was attributed to depreciation and other building charges
resulting from the operation of new branch and office facilities. Other non-interest
expense increased by $40,000 due to start-up costs involved in opening a new branch and
an increase in the number of branches in operation in 2003 compared to 2002. Also,
advertising costs increased $48,000 as the company promoted new deposit products and
increased local media advertising. These increases were offset by decreases in
communication expenses of $60,000 and $50,000 in professional fees.

EFFICIENCY RATIO The Companys
efficiency ratio was 70.81% during the first quarter 2003 compared to 75.95% for the
first quarter of 2002. The improvement resulted primarily from increased net interest
margins as the decline in interest income was much less than that of deposit interest
expense. Also contributing to the improvement in the efficiency ratio were decreased
employee costs combined with asset growth and decreased legal fees as the quality of the
Companys credit portfolio improved. This ratio, however, does not reflect the
benefits of several tax sensitive items. The tax equivalent efficiency ratio, adjusted
for the effective tax rate on interest earned on municipal bond securities, tax free loan
interest income, tax credits earned on equipment leases and income earned on the increase
in the cash surrender value of life insurance, which is nontaxable, was 68.97% for the
first quarter of 2003 compared to 74.32% for the first quarter of 2002.

FINANCIAL CONDITION Total
assets of $529.5 million at March 31, 2003 increased 2.8% over total assets as of
December 31, 2002. This increase in total assets was mainly in the area of federal funds
sold as both loans and the balance of investment securities decreased. Federal funds sold
increased to $41.8 million at March 31, 2003 from $12.5 million at December 31, 2002 as
management sought out short-term investments rather than long-term investments in the
current interest-rate environment. The additional liquidity was generated from increased
deposits and from the sales and calls of available-for-sale investment securities.
Investments decreased 7.7% as higher interest-earning securities were called or matured
and management decided against replacing them with long-term investments.

Net loans accounted for 73.9% of
total assets at March 31, 2003 compared to 76.2% at December 31, 2002. As of March 31,
2003, the allowance for loan losses increased to $5.1 million from $4.8 million at
December 31, 2002. The increase in the allowance for loan losses is primarily related to
specific and inherent losses in the loan portfolio. The Companys ratio of allowance
for loan losses to total loans was 1.3% at March 31, 2003, compared to 1.2% at December
31, 2002. Non-performing assets (defined as loans on non-accrual status, loans 90 days or
more past due and other real estate owned) either specifically reserved or adequately
collateralized were $3.4 million and $3.5 million at March 31, 2003 and December 31,
2002, respectively.

Deposits increased to $441.1 million
at March 31, 2003 resulting in a loan-to-deposit ratio of 88.8% compared to 91.6% as of
December 31, 2002. Management continues to concentrate on reducing the number of
higher-priced time certificate accounts and replacing them with noninterest-bearing
demand accounts. The percentage of noninterest-bearing deposits to total deposits
increased to 21.9% at March 31, 2003 compared to 21.4% at December 31, 2002.

14

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The table below sets forth certain
summary balance sheet information for        March 31, 2003 and December 31, 2002.

|                       | March 31 | December 31 | Increase (Decrease)
|---------------------- | -------- | ----------- | -------------------
|
|ASSETS                 |          |             |                    
|Federal funds sold     | 41,790   | 12,485      | 29,305             
|Investments            | 38,399   | 41,598      | (3,199)            
|Federal Home Loan Bank
|deposits and stock     | 1,724    | 1,696       | 28                 
|Loans, net             | 391,578  | 392,274     | (696)              
|Other assets (1)       | 55,983   | 67,031      | (11,048)           
|Total assets           | $529,474 | $515,084    | $ 14,390           
|LIABILITIES           
|Noninterest-bearing   
|deposits               | 96,635   | 91,611      | 5,024              
|Interest-bearing      
|deposits               | 344,509  | 336,726     | 7,783              
|Total deposits         | 441,144  | 428,337     | 12,807             
|Other liabilities (2)  | 37,875   | 37,575      | 300                
|Total liabilities      | 479,019  | 465,912     | 13,107             
|SHAREHOLDERS'         
|EQUITY                 | 50,455   | 49,172      | 1,283              
|Total liabilities     
|and share-            
|holder's equity        | $529,474 | $515,084    | $ 14,390           

(1) Includes cash and due from
banks, property and equipment, goodwill, and accrued interest receivable (2) Includes
borrowings, repurchase agreements, accrued interest payable and other liabilities.

LIQUIDITY AND CAPITAL
RESOURCES

LIQUIDITY Liquidity
enables the Company to fund loan commitments and meet customer withdrawals of deposits.
The Company maintains its liquidity position through maintenance of cash resources and
the stability of its core deposit base. Liquidity increased slightly during the quarter
ended March 31, 2003. Excess cash was invested on a short-term basis into federal funds
sold and interest-earning deposits with the FHLB. As of March 31, 2003, the Company had
$41.8 million in federal funds sold.

A further source of liquidity is the
Companys ability to borrow funds by maintaining a secured line-of-credit with the
FHLB of up to 15% of the Banks total assets. As of March 31, 2003, $24.6 million
had been advanced in long-term borrowings from the FHLB against the Companys credit
line. Other borrowings of approximately $8.5 million relate to repurchase agreements for
customer overnight sweep accounts. The average cost of these two borrowings was
approximately 2.78% for the first quarter of 2003 compared to 3.43% for the same period
in 2002. The Company also has established secured credit lines of approximately $20
million through certain correspondent banks and the discount window with the Federal
Reserve Bank of San Francisco.

At March 31, 2003, the Company had
approximately $69.5 million in outstanding commitments to extend credit for newly
approved loans and construction projects. Under the terms of construction project
commitments, completion of specified project benchmarks must be certified before funds
may be drawn. In addition, it is anticipated that a portion of these commitments will
expire or terminate without funding. Management believes that the Companys
available resources will be sufficient to fund these commitments in the normal course of
business.

15

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CAPITAL RESOURCES  Federal
regulators require the measurement of various capital ratios, including risk-based
capital measurements. Risk-weighted ratios require an analysis that weights balance sheet
and off-balance sheet items for their inherent risk. It requires minimum standards for
risk-based capital-by-capital tier. As a minimum requirement, the total risk-based
capital ratio should be at least 8.00%, the Tier 1 capital ratio should be at least
4.00%, and the leverage capital ratio should be at least 4.00%. At March 31, 2003, the
Companys regulatory capital ratios were as follows: total risk-based capital ratio
of 10.66%, Tier 1 capital ratio of 9.52%, and a leverage capital ratio of 8.35%. If the
Company achieved only minimum regulatory capital levels, further growth could be
restricted to the level attainable through generation and retention of net income or the
Company may find it necessary to seek additional capital from outside sources.

ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from
adverse changes in market prices and rates. The Companys market risk arises
principally from interest rate risk in its lending, deposit and borrowing activities. The
Company is experiencing a positive response to its interest rate management through a
reduction in cost of deposits as noninterest-bearing deposits increase and certificates
of deposits with higher interest rates run off. Management actively monitors and manages
its interest rate risk exposure. Although the Company manages other risks, such as credit
quality and liquidity risk, in the normal course of business, management considers
interest rate risk to be a significant market risk, which could have the largest material
effect on the Companys financial condition and results of operations. Other types
of market risks, such as foreign currency exchange rate risk and commodity price risk, do
not arise in the normal course of the Companys business activities. The Company did
not experience a significant change in market risk at March 31, 2003 as compared to
December 31, 2002.

As stated in the annual report on
Form 10-K for 2002, the Company attempts to monitor interest rate risk from the
perspective of changes in the economic value of equity, also referred to as net portfolio
value (NPV), and changes in net interest income. Changes to the NPV and net interest
income are simulated using instant and permanent rate shocks of plus and minus 200 basis
points, in increments of 50 basis points. It is the Companys policy to manage
interest rate risk to maximize long-term profitability under the range of likely
interest-rate scenarios. For additional information, refer to Managements
Discussion and Analysis of Financial Condition and Results of Operations referenced
in the Companys annual report on Form 10-K for the year ended December 31, 2002.

ITEM 4. CONTROLS AND PROCEDURES

Within 90 days prior to the date of
this report we evaluated the effectiveness of the design and operation of our disclosure
controls and procedures. Our principal executive and financial officers supervised and
participated in this evaluation. Based on this evaluation, our principal executive and
financial officers each concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be included in our
periodic reports to the SEC. The design of any system of controls is based in part upon
various assumptions about the likelihood of future events, and there can be no assurance
that any of our plans, products, services or procedures will succeed in achieving their
intended goals under future conditions. In addition, there have been no significant
changes in our internal controls or in other factors known to management that could
significantly affect our internal controls subsequent to our most recent evaluation. We
have found no facts that would require us to take any corrective actions with regard to
significant deficiencies or material weaknesses.

16

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PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS In
the normal course of business, PremierWest is from time to time a party to various legal
actions. Generally, these actions, if decided adversely to PremierWest, would not have a
material adverse impact on our business, financial condition or results of operations
except as set forth below:

Bernard J. Woodward, et al vs. Bank
of Southern Oregon (nka PremierWest Bank), Black Oak Construction, Inc., et al; Jackson
County Circuit Court, Oregon filed March 1, 2001.

This matter involves a claim by the
plaintiff alleging that the Bank deposited checks payable to the plaintiff and Black Oak
Construction, a Bank customer in the amount of $930,840, without plaintiffs
consent. Plaintiff is seeking return of the proceeds, interest and costs and has
indicated intent to seek punitive damages. The Bank has denied liability and filed a
counterclaim for approximately $1.16 million for losses incurred on other loans to Black
Oak Construction. The dispute involves the right of the Bank to deposit the proceeds of
checks payable to the plaintiff and Black Oak Construction to repay certain outstanding
loans to Black Oak Construction in connection with a joint construction project between
the plaintiff and Black Oak Construction. The Banks counterclaim alleges the
plaintiff intentionally caused Black Oak Construction to under bid other construction
contracts. Discovery in the case is not yet completed. No trial date has been set.
Management believes its actions were proper; however a favorable outcome in the
litigation cannot be assured.

Bank of Southern Oregon (nka
PremierWest Bank) vs. Barry Fronek, Stanley Kelly, et al; Jackson County Circuit Court,
Oregon filed in 1998; on Appeal to the Court of Appeals, State of Oregon.

The Bank brought suit against the
defendant borrowers and guarantors for collection of a loan owing to the Bank. After a
trial in 2001, the Bank was awarded an amount of $1,200,000 plus interest and attorney
fees. When the Banks borrowers failed to pay the loan, defendant Stanley Kelly, as
guarantor, paid the total judgment in the amount of $1,475,000 but has appealed the
judgment as it applied to him arguing, among other things, that his guaranty was obtained
by the Bank fraudulently. Management believes the judgment will be confirmed although no
assurances can be given that the appellate court will uphold the decision of the trial
court judge.

ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote
of securities holders of PremierWest during the quarter ended March 31, 2003.

ITEM 6. EXHIBITS AND REPORTS ON
FORM 8-K

|(a) | Exhibits
|--- | --------

|3.1 | Articles
of Incorporation of PremierWest Bancorp*
|--- | -------------------------------------------------

|3.2 | Bylaws
of PremierWest Bancorp*
|--- | ------------------------------

|4.1 | Stock
Certificate*
|--- | ------------------

|99.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------

|99.2 | Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------

*Incorporated by reference to the
registration statement on Form S-4 filed with the commission on February 4, 2000, and all
amendments thereto (commission file no. 333-96209).

|(b) | Reports
on Form 8K
|--- | ------------------

| | A Form
8-K reporting the release of earnings for the first quarter of 2003 under Item 9, was
filed with the Securities and Exchange Commission on April 16, 2003
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

17

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CERTIFICATION

I, John Anhorn, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q of PremierWest Bancorp;

2.    
          Based on my knowledge, this quarterly report does not contain any untrue
          statement of a material fact or omit to state a material fact necessary to make
          the statements made, in light of the circumstances under which such statements
          were made, not misleading with respect to the period covered by this quarterly
          report;

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this quarterly report;

4.    
          The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)    
          designed such disclosure controls and procedures to ensure that material
          information relating to the registrant, including its consolidated subsidiaries,
          is made known to us by others within those entities, particularly during the
          period in which this quarterly report is being prepared;

b)    
          evaluated the effectiveness of the registrants disclosure controls and
          procedures as of a date within 90 days prior to the filing date of this
          quarterly report (the Evaluation Date); and

c)    
          presented in this quarterly report our conclusions about the effectiveness of
          the disclosure controls and procedures based on our evaluation as of the
          Evaluation Date;

5.    
          The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation, to the registrants auditors and the audit
          committee of registrants board of directors (or persons performing the
          equivalent function):

a)    
          all significant deficiencies in the design or operation of internal controls
          which could adversely affect the registrants ability to record, process,
          summarize and report financial data and have identified for the
          registrants auditors any material weaknesses in internal controls; and

b)    
          any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal controls; and

6.    
          The registrants other certifying officers and I have indicated in this
          quarterly report whether or not there were significant changes in internal
          controls or in other factors that could significantly affect internal controls
          subsequent to the date of our most recent evaluation, including any corrective
          actions with regard to significant deficiencies and material weaknesses.

Date: May 6, 2003

/s/ JOHN ANHORN
John Anhorn President and Chief Executive
Officer

18

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CERTIFICATION

I, Tom Anderson, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q of PremierWest Bancorp;

2.    
          Based on my knowledge, this quarterly report does not contain any untrue
          statement of a material fact or omit to state a material fact necessary to make
          the statements made, in light of the circumstances under which such statements
          were made, not misleading with respect to the period covered by this quarterly
          report;

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this quarterly report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this quarterly report;

4.      The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

a)    designed such disclosure controls and
procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

b)    
          evaluated the effectiveness of the registrants disclosure controls and
          procedures as of a date within 90 days prior to the filing date of this
          quarterly report (the Evaluation Date); and

c)    
          presented in this quarterly report our conclusions about the effectiveness of
          the disclosure controls and procedures based on our evaluation as of the
          Evaluation Date;

5.    
          The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation, to the registrants auditors and the audit
          committee of registrants board of directors (or persons performing the
          equivalent function):

a)    
          all significant deficiencies in the design or operation of internal controls
          which could adversely affect the registrants ability to record, process,
          summarize and report financial data and have identified for the
          registrants auditors any material weaknesses in internal controls; and

b)    
          any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal controls; and

6.     The
registrants other certifying officers and I have indicated in this
          quarterly report whether or not there were significant changes in internal
          controls or in other factors that could significantly affect internal controls
          subsequent to the date of our most recent evaluation, including any corrective
          actions with regard to significant deficiencies and material weaknesses.

Date: May 6, 2003

/s/ TOM ANDERSON Tom AndersonSenior
Vice President & Chief Financial Officer

19

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

DATED: May 6, 2003PREMIERWEST BANCORP

|/s/     JOHN L.
ANHORNJohn L. Anhorn, President and Chief
Executive Officer
|---------------------------------------------------------------------------

|/s/ TOM ANDERSONTom Anderson, Senior
Vice-President and Chief Financial Officer
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