<PAGE>
                                                                    Exhibit 10.6

                            PACIFIC CONTINENTAL BANK
                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement"), signed as of April 24, 2001
(the "Effective Date"), is entered into between PACIFIC CONTINENTAL BANK
      --------------
("Bank"), PACIFIC CONTINENTAL CORPORATION ("Corporation") and J. BRUCE RIDDLE
  ----                                      -----------
("Executive").
  ---------

                                    RECITALS
                                    --------

A.   Executive currently serves as President and Chief Executive Officer of the
     Bank and Corporation.

B.   Corporation and Bank desire Executive to continue his employment at the
     Bank and Corporation under the terms and conditions of this Agreement.

C.   Executive desires to continue his employment at the Bank and Corporation
     under the terms and conditions of this Agreement.

D.   This Agreement supercedes any and all other severance or similar agreements
     that may currently be in effect for Executive with either the Bank or the
     Corporation.

                                    AGREEMENT
                                    ---------

     In consideration of the promises set forth in this Agreement, the parties
     agree as follows.

1.   Employment. The Bank and Corporation agree to employ Executive, and
     Executive accepts employment by the Bank and Corporation on the terms and
     conditions set forth in this Agreement. Executive's title will be President
     and Chief Executive Officer of both the Bank and Corporation. During the
     Term of this Agreement, Executive will serve as a director of both the Bank
     and Corporation.

2.   Term. The term of this Agreement ("Term") is three years. Notwithstanding
                                        ----
     any termination or expiration of this Agreement, so long as Executive is
     employed by the Corporation or any of its subsidiaries, the provisions of
     Section 10 shall survive until such time as the Corporation's Board of
     Directors specifically terminates Section 10.

3.   Duties. The Bank and Corporation will employ Executive as its President and
     Chief Executive Officer. Executive will faithfully and diligently perform
     his assigned duties, which are as follows:

     a.   Bank Performance. Executive will be responsible for all aspects of the
          ----------------
          Bank's performance, including without limitation, directing that daily
          operational and managerial matters are performed in a manner
          consistent with Corporation's and the Bank's policies.



                                       1

<PAGE>

     b.   Development and Preservation of Business. Executive will be
          ----------------------------------------
          responsible for the development and preservation of banking
          relationships and other business development efforts (including
          appropriate civic and community activities) in the Bank's market area.


     c.   Report to Board. Executive will report directly to the Bank's and the
           --------------
          Corporation's boards of directors.

4.   Extent of Services. Executive will devote all of his working time,
     attention and skill to the duties and responsibilities set forth in Section
     3. To the extent that such activities do not interfere with his duties
     under Section 3, Executive may participate in other businesses as a passive
     investor, but (a) Executive may not actively participate in the operation
     or management of those businesses, and (b) Executive may not, without the
     Bank's or the Corporation's prior written consent, make or maintain any
     investment in a business with which the Bank and/or Corporation has an
     existing competitive or commercial relationship.

5.   Salary. In addition to normal fees as a member of the Boards of Directors
     of the Bank and the Corporation, Executive will initially receive an annual
     base salary of $222,500, to be paid in accordance with the Bank's regular
     payroll schedule. Subsequent salary increases are subject to the Bank's and
     Corporation's annual review of Executive's compensation and performance.

6.   Incentive Compensation. Each year during the Term, the Bank's board of
     directors will determine the amount of bonus to be paid by the Bank to
     Executive for that year. Such bonus shall be determined in accordance with
     the Bank's 401(k)/bonus formula, as such formula is in effect as of the
     date of this Agreement and as it may be modified with Executive's prior
     approval. This bonus will be paid to Executive no later than January 31 of
     the year following the year in which the bonus is earned by Executive.

7.   Income Deferral. Executive will be eligible to participate in any program
     available to the Bank's and Corporation's senior management for income
     deferral, for the purpose of deferring receipt of any or all of the
     compensation he may become entitled to under this Agreement.

8.   Vacation and Benefits.

     a.   Vacation and Holidays. Executive will receive six (6) weeks of paid
          -------- --- --------
          vacation each year. Each year, Executive may carry over up to three
          (3) weeks of unused vacation to the following year. Any unused
          vacation time in excess of three (3) weeks will not accumulate or
          carry over from one calendar year to the next.

     b.   Benefits. Executive will be entitled to participate in any group life
          --------
          insurance, disability, health and accident insurance plans, profit
          sharing and pension plans and in other employee fringe benefit
          programs the Bank or Corporation may have in effect from time to time
          for its similarly situated employees, in



                                       2

<PAGE>

          accordance with and subject to any policies adopted by the Bank's or
          Corporation's board of directors with respect to the plans or
          programs, including without limitation, any incentive or employee
          stock option plan, deferred compensation plan, 401(k) plan (including
          matching or profit plan), and Supplemental Executive Retirement Plan
          (SERP). Neither the Bank nor Corporation through this Agreement
          obligates itself to make any particular benefits available to its
          employees. During the Term and consistent with past practice,
          Executive will also receive (1) the use of a Bank automobile, (2) an
          annual membership at the Downtown Athletic Club or a comparable health
          club, and (3) payment of his annual dues at the Eugene Country Club.

     c.   Business Expenses. The Bank will reimburse Executive for ordinary and
          -----------------
          necessary expenses which are consistent with past practice at the Bank
          (including, without limitation, travel, entertainment, and similar
          expenses) and which are incurred in performing and promoting the
          Bank's business. Executive will present on a monthly basis itemized
          accounts of these expenses, subject to any limits of Bank policy or
          the rules and regulations of the Internal Revenue Service.

9.   Termination of Employment.

     a.   Termination By Bank for Cause. If, during the Term, the Bank
          -----------------------------
          terminates Executive's employment for Cause (defined below), the Bank
          will pay Executive the salary earned and expenses reimbursable under
          this Agreement incurred through the date of his termination. Executive
          will have no right to receive compensation or other benefits for any
          period after termination under this Section 9.

     b.   Other Termination By Bank. If, during the Term, the Bank terminates
          -------------------------
          Executive's employment without Cause, or Executive terminates his
          employment for Good Reason (defined below), the Bank will pay
          Executive the compensation (including the bonus described in Section
          6) and other benefits he would have been entitled to if his employment
          had not terminated (the "Termination Payment"), for a period of twelve
                                   -------------------
          months. In the event of a termination related to a Change in Control
          pursuant to Section 10, the provisions of Section 10 shall supersede
          this section.

     c.   Death or Disability. This Agreement terminates (1) if Executive dies
          -------------------
          or (2) if Executive is unable to perform his duties and obligations
          under this Agreement for a period of 90 days as a result of a physical
          or mental disability (such inability being, a "Disability"), unless
                                                         ----------
          with reasonable accommodation Executive could continue to perform his
          duties under this Agreement and making these accommodations would not
          pose an undue hardship on the Bank. If termination occurs under this
          Section 9(c), Executive or his estate will be entitled to receive



                                       3

<PAGE>


          all compensation and benefits earned and expenses reimbursable
          through the date Executive's employment terminated.

     d.   Return of Bank Property. If and when Executive ceases, for any reason,
          -----------------------
          to be employed by the Bank or the Corporation, Executive must return
          to the Bank all keys, pass cards, identification cards and any other
          property of the Bank or Corporation. At the same time, Executive also
          must return to the Bank all originals and copies (whether in hard
          copy, electronic or other form) of any documents, drawings, notes,
          memoranda, designs, devices, diskettes, tapes, manuals, and
          specifications which constitute proprietary information or material of
          the Bank or Corporation. The obligations in this paragraph include the
          return of documents and other materials which may be in his desk at
          work, in his car, in place of residence, or in any other location
          under his control.

     e.   Cause. "Cause" means any one or more of the following:
          -----

          (1)  Willful misfeasance or gross negligence in the performance of
               Executive's duties;

          (2)  Conviction of a crime in connection with his duties; or

          (3)  Conduct demonstrably and significantly harmful to the Bank, as
               reasonably determined on the advice of legal counsel by the
               Bank's board of directors.


     f.   Good Reason. "Good Reason" means only any one or more of the
          -----------
          following:


          (1)  Reduction of Executive's salary or reduction or elimination of
               any significant compensation or benefit plan benefiting
               Executive, unless the reduction or elimination is generally
               applicable to substantially all Bank employees (or employees of a
               successor or controlling entity of the Bank) formerly benefited;

          (2)  The assignment to Executive without his consent of any authority
               or duties materially inconsistent with Executive's position as of
               the date of this Agreement; or

          (3)  A relocation or transfer of Executive's principal place of
               employment that would require Executive to commute on a regular
               basis more than 50 miles each way from his present place of
               employment.

     g.   Change in Control. "Change in Control" means a change "in the
          -----------------
          ownership or effective control" or "in the ownership of a substantial
          portion of the assets" of the Bank, within the meaning of section 280G
          of the Internal Revenue Code.

10.  Payment Related to a Change in Control.



                                       4

<PAGE>


     a.   Payment Triggers Upon the occurrence of any of the following, each of
          ----------------
          which is a "Triggering Event," Executive will be entitled to receive
                      ----------------
          the payment and benefits described in Section 10(b):

          (1)  A Change in Control of the Bank and/or the Corporation is
               consummated while Executive is employed by the Bank, and
               Executive is not offered a Comparable Position (as defined below)
               with the acquiring company;

          (2)  Within one year after accepting a Comparable Position with the
               acquiring company, Executive's employment ceases for any reason
               other than termination for Cause; or

          (3)  The Bank terminates Executive's employment without Cause or
               Executive resigns for Good Reason, and within one year thereafter
               the Bank and/or the Corporation enters into an agreement for a
               Change in Control or any party announces or is required by law to
               announce a prospective Change in Control of the Bank and/or the
               Corporation.

          (4)  A "Comparable Position" means the position of CEO of the
                  -------------------
               acquiring company, on financial terms in the aggregate no less
               favorable than this Agreement.


     b.   Payment Amount. If a Triggering Event occurs, the Bank will pay
          --------------
          Executive, upon the closing of the Change in Control or termination of
          Executive's employment, whichever is applicable, a single payment in
          an amount equal to two and one-half (2.5) times the highest
          compensation (as reportable on Executive's IRS W-2 form) received by
          Executive from the Bank and/or the Corporation during any of the most
          recent three (3) calendar years ending before, or simultaneously with,
          the date on which the Change in Control occurs or the termination of
          Executive's employment, as applicable, less the amount of any
                                                 ----
          Termination Payments that may have been paid to Executive pursuant to
          Section 9(b). If Executive's employment is terminated pursuant to
          Section 10(a), the Bank will also maintain and provide for one-year
          following Executive's termination or the closing of the Change in
          Control, whichever is later, at no cost to Executive, the benefits
          described in Section 8(b) to which Executive is entitled (determined
          as of the day before the date of such termination); but if Executive's
          participation in any such benefit is thereafter barred or not
          feasible, or discontinued or materially reduced, the Bank will arrange
          to provide Executive with either benefits substantially similar to
          those benefits or a cash payment of substantially similar value in
          lieu of the benefits.


     c.   Limitations on Payments Related to Change in Control. The following
          ----------------------------------------------------
          apply notwithstanding any other provision of this Agreement:

          (1)  If the total of the payments and benefits described in Section
               10(b) will be an amount that would cause them to be a "parachute
               payment" within



                                       5

<PAGE>


               the  meaning of Section 280G(b)(2)(A) of the Internal Revenue
               Code (a "Parachute Payment Amount"), then such payment(s) shall
                        ------------------------
               be reduced so that the total amount thereof is $1 less than the
               Parachute Payment Amount; and

          (2)  Executive's right to receive the payments and benefits described
               in Section 10(b) terminates immediately if before the Change in
               Control transaction closes, Executive terminates his employment
               without Good Reason or the Bank terminates Executive's employment
               for Cause.

     d.   Survival. The provisions of this Section 10 will survive any
          --------
          termination or expiration of this Agreement until such time as the
          Corporation's Board of Directors specifically terminates this Section
          10.

11.  Confidentiality. Executive will not, after the date this Agreement is
     signed, including during and after its Term, use for his own purposes or
     disclose to any other person or entity any confidential business
     information concerning the Bank or Corporation or their business
     operations, unless (1) the Bank or Corporation consents to the use or
     disclosure of their respective confidential information; (2) the use or
     disclosure is consistent with Executive's duties under this Agreement or
     (3) disclosure is required by law or court order. For purposes of this
     Agreement, confidential business information includes, without limitation,
     trade secrets, various confidential information concerning all aspects of
     current and future operations, nonpublic information on investment
     management practices, marketing plans, pricing structure and technology of
     either the Bank or Corporation. Executive will also treat the terms of this
     Agreement as confidential business information.


12.  Nonsolicitation. For two years after Executive's employment under this
     Agreement terminates, Executive will not, directly or indirectly, persuade
     or entice, or attempt to persuade or entice, (i) any employee of the Bank
     or Corporation to terminate his/her employment with the Bank or
     Corporation, or (ii) any customer of the Bank or Corporation to terminate
     his/her relationship with the Bank or Corporation or to otherwise direct
     any portion of his/her business away from the Bank or Corporation.

13.  Enforcement.

     a.   The Bank and Executive stipulate that, in light of all of the facts
          and circumstances of the relationship between Executive and the Bank,
          the agreements referred to in Sections 11 and 12 are fair and
          reasonably necessary for the protection of the Bank's and
          Corporation's confidential information, goodwill and other protectable
          interests. If a court of competent jurisdiction should decline to
          enforce any of those covenants and agreements, Executive and the Bank
          request the court to reform these provisions to restrict Executive's
          use of confidential information and Executive's ability to solicit
          employees to the maximum extent, in time and scope, the court finds
          enforceable.


                                       6

<PAGE>


     b.   Executive acknowledges the Bank and Corporation will suffer immediate
          and irreparable harm that will not be compensable by damages alone if
          Executive repudiates or breaches any of the provisions of Sections 11
          or 12 or threatens or attempts to do so. For this reason, under these
          circumstances, the Bank, in addition to and without limitation of any
          other rights, remedies or damages available to it at law or in equity,
          will be entitled to obtain temporary, preliminary and permanent
          injunctions in order to prevent or restrain the breach, and the Bank
          will not be required to post a bond as a condition for the granting of
          this relief.

14.  Covenants. Executive specifically acknowledges the receipt of adequate
     consideration for the covenants contained in Sections 11 and 12 and that
     the Bank is entitled to require him to comply with these Sections. These
     Sections will survive termination of this Agreement.

15.  Arbitration.

     a.   Arbitration. At either party's request, the parties must submit any
          -----------
          dispute, controversy or claim arising out of or in connection with, or
          relating to, this Agreement or any breach or alleged breach of this
          Agreement, to arbitration under the American Arbitration Association's
          rules then in effect (or under any other form of arbitration mutually
          acceptable to the parties). A single arbitrator agreed on by the
          parties will conduct the arbitration. If the parties cannot agree on a
          single arbitrator, each party must select one arbitrator and those two
          arbitrators will select a third arbitrator. This third arbitrator will
          hear the dispute. The arbitrator's decision is final (except as
          otherwise specifically provided by law) and binds the parties, and
          either party may request any court having jurisdiction to enter a
          judgment and to enforce the arbitrator's decision. The arbitrator will
          provide the parties with a written decision naming the substantially
          prevailing party in the action. This prevailing party is entitled to
          reimbursement from the other party for its costs and expenses,
          including reasonable attorneys' fees.

     b.   Governing Law. All proceedings will be held at a place designated by
          -------------
          the arbitrator in Lane County, Oregon.

     c.   Exception to Arbitration. Notwithstanding the above, if Executive
          ------------------------
          violates Section 11 or 12, the Bank and/or Corporation will have the
          right to initiate the court proceedings described in Section 13b), in
          lieu of an arbitration proceeding under this Section 15.

16.  Miscellaneous Provisions.

     a.   Entire Agreement. This Agreement constitutes the entire understanding
          ----------------
          and agreement between the parties concerning its subject matter and
          supersedes all



                                       7

<PAGE>


          prior agreements, correspondence, representations, or understandings
          between the parties relating to its subject matter.

     b.   Binding Effect. This Agreement will bind and inure to the benefit of
          --------------
          the Bank's, Corporation's and Executive's heirs, legal
          representatives, successors and assigns.

     c.   Litigation Expenses. If either party successfully seeks to enforce any
          -------------------
          provision of this Agreement or to collect any amount claimed to be due
          under it, this party will be entitled to reimbursement from the other
          party for any and all of its out-of pocket expenses and costs
          including, without limitation, reasonable attorneys' fees and costs
          incurred in connection with the enforcement or collection.

     d.   Waiver. Any waiver by a party of its rights under this Agreement must
          ------
          be written and signed by the party waiving its rights. A party's
          waiver of the other party's breach of any provision of this Agreement
          will not operate as a waiver of any other breach by the breaching
          party.

     e.   Assignment. The services to be rendered by Executive under this
          ----------
          Agreement are unique and personal. Accordingly, Executive may not
          assign any of his rights or duties under this Agreement.

     f.   Amendment. This Agreement may be modified only through a written
          ---------
          instrument signed by both parties.

     g.   Severability. The provisions of this Agreement are severable. The
          ------------
          invalidity of any provision will not affect the validity of other
          provisions of this Agreement.

     h.   Governing Law and Venue. This Agreement will be governed by and
          -----------------------
          construed in accordance with Oregon law, except to the extent that
          certain matters may be governed by federal law. The parties must bring
          any legal proceeding arising out of this Agreement in Lane County,
          Oregon.

     i.   Counterparts. This Agreement may be executed in one or more
          ------------
          counterparts, each of which will be deemed an original, but all of
          which taken together will constitute one and the same document.




                      [signatures appear on following page]


                                       8

<PAGE>

Signed as of: April 24, 2001:


                                     EXECUTIVE:

                                       /s/  J. Bruce Riddle
                                     -------------------------------------------
                                     J. Bruce Riddle

                                     PACIFIC CONTINENTAL BANK:



                                     By    /s/  Robert Ballin
                                       -----------------------------------------
                                     Robert Ballin
                                       Its:  Chairman of the Board



                                     PACIFIC CONTINENTAL CORPORATION


                                     By  /s/  Robert Ballin
                                       -----------------------------------------
                                     Robert Ballin
                                       Its:  Chairman of the Board



                                       9

<PAGE>


                            PACIFIC CONTINENTAL BANK
                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement"), signed as of April 24, 2001 (the
"Effective Date"), is entered into between PACIFIC CONTINENTAL BANK ("Bank"),
 --------------                                                       ----
PACIFIC CONTINENTAL CORPORATION ("Corporation") and HAL M. BROWN ("Executive").
                                  -----------                      ---------

                                    RECITALS
                                    --------

A.   Executive currently serves as Executive Vice President and Chief Operating
     Officer of the Bank and Vice President and Secretary of the Corporation.

B.   Corporation and Bank desire Executive to continue his employment at the
     Bank and Corporation under the terms and conditions of this Agreement.

C.   Executive desires to continue his employment at the Bank and Corporation
     under the terms and conditions of this Agreement.

D.   This Agreement supercedes any and all other severance or similar agreements
     that may currently be in effect for Executive with either the Bank or the
     Corporation.

                                    AGREEMENT
                                    ---------

     In consideration of the promises set forth in this Agreement, the parties
agree as follows.

1.   Employment. The Bank and Corporation agree to employ Executive, and
     Executive accepts employment by the Bank and Corporation on the terms and
     conditions set forth in this Agreement. Executive's title will be Executive
     Vice President and Chief Operating Officer of the Bank and Vice President
     and Secretary of the Corporation.

2.   Term. The term of this Agreement ("Term") is three years. Notwithstanding
                                        ----
     any termination or expiration of this Agreement, so long as Executive is
     employed by the Corporation or any of its subsidiaries, the provisions of
     Section 10 shall survive until such time as the Corporation's Board of
     Directors specifically terminates Section 10.

3.   Duties. The Bank will employ Executive as its Executive Vice President and
     Chief Operating Officer. The Corporation will employ Executive as its Vice
     President and Secretary of the Corporation. Executive will faithfully and
     diligently perform the duties assigned to him from time to time by the
     Bank's and the Corporation's President. These duties will include, without
     limitation, the following:

     a.   As a member of the Bank's and Corporation's senior management, the
          Executive will participate in the planning and strategic direction of
          the organizations. Executive will be responsible for the operating
          divisions of the company

                                       1

<PAGE>

          including information systems, personnel, bank operations, financial
          reporting, and risk management.

     b.   Development and Preservation of Business. Executive will be
          ----------------------------------------
          responsible for the development and preservation of banking
          relationships and other business development efforts (including
          appropriate civic and community activities) in the Bank's market area.

     c.   Report to President. Executive will report directly to the Bank's and
          -------------------
          the Corporation's President.

4.   Extent of Services. Executive will devote all of his working time,
     attention and skill to the duties and responsibilities set forth in Section
     3. To the extent that such activities do not interfere with his duties
     under Section 3, Executive may participate in other businesses as a passive
     investor, but (a) Executive may not actively participate in the operation
     or management of those businesses, and (b) Executive may not, without the
     Bank's or the Corporation's prior written consent, make or maintain any
     investment in a business with which the Bank and/or Corporation has an
     existing competitive or commercial relationship.

5.   Salary. Executive will initially receive an annual base salary of $131,250,
     to be paid in accordance with the Bank's regular payroll schedule.
     Subsequent salary increases are subject to the Bank's and Corporation's
     annual review of Executive's compensation and performance.

6.   Incentive Compensation. Each year during the Term, the Bank's board of
     directors will determine the amount of bonus to be paid by the Bank to
     Executive for that year. Such bonus shall be determined in accordance with
     the Bank's 401(k)/bonus formula, as such formula is in effect as of the
     date of this Agreement and as it may be modified with Executive's prior
     approval. This bonus will be paid to Executive no later than January 31 of
     the year following the year in which the bonus is earned by Executive.

7.   Income Deferral. Executive will be eligible to participate in any program
     available to the Bank's and Corporation's senior management for income
     deferral, for the purpose of deferring receipt of any or all of the
     compensation he may become entitled to under this Agreement.

8.   Vacation and Benefits.

     a.   Vacation and Holidays. Executive will receive five (5) weeks of paid
          ---------------------
          vacation each year. Each year, Executive may carry over up to two (2)
          weeks of unused vacation to the following year. Any unused vacation
          time in excess of two (2) weeks will not accumulate or carry over from
          one calendar year to the next.

     b.   Benefits. Executive will be entitled to participate in any group life
          --------
          insurance, disability, health and accident insurance plans, profit
          sharing and pension plans

                                       2

<PAGE>

          and in other employee fringe benefit programs the Bank or Corporation
          may have in effect from time to time for its similarly situated
          employees, in accordance with and subject to any policies adopted by
          the Bank's or Corporation's board of directors with respect to the
          plans or programs, including without limitation, any incentive or
          employee stock option plan, deferred compensation plan, 401(k) plan
          (including matching or profit plan), and Supplemental Executive
          Retirement Plan (SERP). Neither the Bank nor Corporation through this
          Agreement obligates itself to make any particular benefits available
          to its employees. During the Term and consistent with past practice,
          Executive will also receive (1) the use of a Bank automobile, (2) an
          annual membership at the Downtown Athletic Club or a comparable health
          club.

     c.   Business Expenses. The Bank will reimburse Executive for ordinary and
          -----------------
          necessary expenses which are consistent with past practice at the Bank
          (including, without limitation, travel, entertainment, and similar
          expenses) and which are incurred in performing and promoting the
          Bank's business. Executive will present on a monthly basis itemized
          accounts of these expenses, subject to any limits of Bank policy or
          the rules and regulations of the Internal Revenue Service.

9.   Termination of Employment.

     a.   Termination By Bank for Cause. If, during the Term, the Bank
          -----------------------------
          terminates Executive's employment for Cause (defined below), the Bank
          will pay Executive the salary earned and expenses reimbursable under
          this Agreement incurred through the date of his termination. Executive
          will have no right to receive compensation or other benefits for any
          period after termination under this Section 9.

     b.   Other Termination By Bank. If, during the Term, the Bank terminates
          -------------------------
          Executive's employment without Cause, or Executive terminates his
          employment for Good Reason (defined below), the Bank will pay
          Executive the compensation (including the bonus described in Section
          6) and other benefits he would have been entitled to if his employment
          had not terminated (the "Termination Payment"), for a period of twelve
                                   -------------------
          months. In the event of a termination related to a Change in Control
          pursuant to Section 10, the provisions of Section 10 shall supersede
          this section.

     c.   Death or Disability. This Agreement terminates (1) if Executive dies
          -------------------
          or (2) if Executive is unable to perform his duties and obligations
          under this Agreement for a period of 90 days as a result of a physical
          or mental disability (such inability being, a "Disability"), unless
                                                         ----------
          with reasonable accommodation Executive could continue to perform his
          duties under this Agreement and making these accommodations would not
          pose an undue hardship on the Bank. If termination occurs under this
          Section 9(c), Executive or his estate will be entitled to receive

                                       3

<PAGE>

          all compensation and benefits earned and expenses reimbursable
          through the date Executive's employment terminated.

     d.   Return of Bank Property. If and when Executive ceases, for any reason,
          -----------------------
          to be employed by the Bank or the Corporation, Executive must return
          to the Bank all keys, pass cards, identification cards and any other
          property of the Bank or Corporation. At the same time, Executive also
          must return to the Bank all originals and copies (whether in hard
          copy, electronic or other form) of any documents, drawings, notes,
          memoranda, designs, devices, diskettes, tapes, manuals, and
          specifications which constitute proprietary information or material of
          the Bank or Corporation. The obligations in this paragraph include the
          return of documents and other materials which may be in his desk at
          work, in his car, in place of residence, or in any other location
          under his control.

     e.   Cause. "Cause" means any one or more of the following:
          -----

          (1)  Willful misfeasance or gross negligence in the performance of
               Executive's duties;

          (2)  Conviction of a crime in connection with his duties; or

          (3)  Conduct demonstrably and significantly harmful to the Bank, as
               reasonably determined on the advice of legal counsel by the
               Bank's board of directors.

     f.   Good Reason. "Good Reason" means only any one or more of the
          -----------
          following:

          (1)  Reduction of Executive's salary or reduction or elimination of
               any significant compensation or benefit plan benefiting
               Executive, unless the reduction or elimination is generally
               applicable to substantially all Bank employees (or employees of a
               successor or controlling entity of the Bank) formerly benefited;

          (2)  The assignment to Executive without his consent of any authority
               or duties materially inconsistent with Executive's position as of
               the date of this Agreement; or

          (3)  A relocation or transfer of Executive's principal place of
               employment that would require Executive to commute on a regular
               basis more than 50 miles each way from his present place of
               employment.

     g.   Change in Control. "Change in Control" means a change "in the
          -----------------
          ownership or effective control" or "in the ownership of a substantial
          portion of the assets" of the Bank, within the meaning of section 280G
          of the Internal Revenue Code.

                                       4

<PAGE>

10.  Payment Related to a Change in Control.

     a.   Payment Triggers Upon the occurrence of any of the following, each of
          ----------------
          which is a "Triggering Event," Executive will be entitled to receive
                      ----------------
          the payment and benefits described in Section 10(b):

          (1)  A Change in Control of the Bank and/or the Corporation is
               consummated while Executive is employed by the Bank, and
               Executive is not offered a Comparable Position (as defined below)
               with the acquiring company;

          (2)  Within one year after accepting a Comparable Position with the
               acquiring company, Executive's employment ceases for any reason
               other than termination for Cause; or

          (3)  The Bank terminates Executive's employment without Cause or
               Executive resigns for Good Reason, and within one year thereafter
               the Bank and/or the Corporation enters into an agreement for a
               Change in Control or any party announces or is required by law to
               announce a prospective Change in Control of the Bank and/or the
               Corporation.

          (4)  A "Comparable Position" means the position of CFO of the
                  -------------------
               acquiring company, on financial terms in the aggregate no less
               favorable than this Agreement.

     b.   Payment Amount. If a Triggering Event occurs, the Bank will pay
          --------------
          Executive, upon the closing of the Change in Control or termination of
          Executive's employment, whichever is applicable, a single payment in
          an amount equal to two (2) times the highest compensation (as
          reportable on Executive's IRS W-2 form) received by Executive from the
          Bank and/or the Corporation during any of the most recent three (3)
          calendar years ending before, or simultaneously with, the date on
          which the Change in Control occurs or the termination of Executive's
          employment, as applicable, less the amount of any Termination Payments
                                     ----
          that may have been paid to Executive pursuant to Section 9(b). If
          Executive's employment is terminated pursuant to Section 10(a), the
          Bank will also maintain and provide for one-year following Executive's
          termination or the closing of the Change in Control, whichever is
          later, at no cost to Executive, the benefits described in Section 8(b)
          to which Executive is entitled (determined as of the day before the
          date of such termination); but if Executive's participation in any
          such benefit is thereafter barred or not feasible, or discontinued or
          materially reduced, the Bank will arrange to provide Executive with
          either benefits substantially similar to those benefits or a cash
          payment of substantially similar value in lieu of the benefits.

     c.   Limitations on Payments Related to Change in Control. The following
          ----------------------------------------------------
          apply notwithstanding any other provision of this Agreement:

                                       5

<PAGE>

          (1)  If the total of the payments and benefits described in Section
               10(b) will be an amount that would cause them to be a "parachute
               payment" within the meaning of Section 280G(b)(2)(A) of the
               Internal Revenue Code (a "Parachute Payment Amount"), then such
                                         ------------------------
               payment(s) shall be reduced so that the total amount thereof is
               $1 less than the Parachute Payment Amount; and

          (2)  Executive's right to receive the payments and benefits described
               in Section 10(b) terminates immediately if before the Change in
               Control transaction closes, Executive terminates his employment
               without Good Reason or the Bank terminates Executive's employment
               for Cause.

     d.   Survival. The provisions of this Section 10 will survive any
          --------
          termination or expiration of this Agreement until such time as
          the Corporation's Board of Directors specifically terminates this
          Section 10.

11.  Confidentiality. Executive will not, after the date this Agreement is
     signed, including during and after its Term, use for his own purposes or
     disclose to any other person or entity any confidential business
     information concerning the Bank or Corporation or their business
     operations, unless (1) the Bank or Corporation consents to the use or
     disclosure of their respective confidential information; (2) the use or
     disclosure is consistent with Executive's duties under this Agreement or
     (3) disclosure is required by law or court order. For purposes of this
     Agreement, confidential business information includes, without limitation,
     trade secrets, various confidential information concerning all aspects of
     current and future operations, nonpublic information on investment
     management practices, marketing plans, pricing structure and technology of
     either the Bank or Corporation. Executive will also treat the terms of this
     Agreement as confidential business information.

12.  Nonsolicitation. For two years after Executive's employment under this
     Agreement terminates, Executive will not, directly or indirectly, persuade
     or entice, or attempt to persuade or entice, (i) any employee of the Bank
     or Corporation to terminate his/her employment with the Bank or
     Corporation, or (ii) any customer of the Bank or Corporation to terminate
     his/her relationship with the Bank or Corporation or to otherwise direct
     any portion of his/her business away from the Bank or Corporation.

13.  Enforcement.

     a.   The Bank and Executive stipulate that, in light of all of the facts
          and circumstances of the relationship between Executive and the Bank,
          the agreements referred to in Sections 11 and 12 are fair and
          reasonably necessary for the protection of the Bank's and
          Corporation's confidential information, goodwill and other protectable
          interests. If a court of competent jurisdiction should decline to
          enforce any of those covenants and agreements, Executive and the Bank
          request the court to reform these provisions to restrict Executive's
          use

                                       6

<PAGE>

          of confidential information and Executive's ability to solicit
          employees to the maximum extent, in time and scope, the court finds
          enforceable.

     b.   Executive acknowledges the Bank and Corporation will suffer immediate
          and irreparable harm that will not be compensable by damages alone if
          Executive repudiates or breaches any of the provisions of Sections 11
          or 12 or threatens or attempts to do so. For this reason, under these
          circumstances, the Bank, in addition to and without limitation of any
          other rights, remedies or damages available to it at law or in equity,
          will be entitled to obtain temporary, preliminary and permanent
          injunctions in order to prevent or restrain the breach, and the Bank
          will not be required to post a bond as a condition for the granting of
          this relief.

14.  Covenants. Executive specifically acknowledges the receipt of adequate
     consideration for the covenants contained in Sections 11 and 12 and that
     the Bank is entitled to require him to comply with these Sections. These
     Sections will survive termination of this Agreement.

15.  Arbitration.

     a.   Arbitration. At either party's request, the parties must submit any
          -----------
          dispute, controversy or claim arising out of or in connection with, or
          relating to, this Agreement or any breach or alleged breach of this
          Agreement, to arbitration under the American Arbitration Association's
          rules then in effect (or under any other form of arbitration mutually
          acceptable to the parties). A single arbitrator agreed on by the
          parties will conduct the arbitration. If the parties cannot agree on a
          single arbitrator, each party must select one arbitrator and those two
          arbitrators will select a third arbitrator. This third arbitrator will
          hear the dispute. The arbitrator's decision is final (except as
          otherwise specifically provided by law) and binds the parties, and
          either party may request any court having jurisdiction to enter a
          judgment and to enforce the arbitrator's decision. The arbitrator will
          provide the parties with a written decision naming the substantially
          prevailing party in the action. This prevailing party is entitled to
          reimbursement from the other party for its costs and expenses,
          including reasonable attorneys' fees.

     b.   Governing Law. All proceedings will be held at a place designated by
          -------------
          the arbitrator in Lane County, Oregon.

     c.   Exception to Arbitration. Notwithstanding the above, if Executive
          ------------------------
          violates Section 11 or 12, the Bank and/or Corporation will have the
          right to initiate the court proceedings described in Section 13b), in
          lieu of an arbitration proceeding under this Section 15.

                                       7

<PAGE>

16.  Miscellaneous Provisions.

     a.   Entire Agreement. This Agreement constitutes the entire understanding
          ----------------
          and agreement between the parties concerning its subject matter and
          supersedes all prior agreements, correspondence, representations, or
          understandings between the parties relating to its subject matter.

     b.   Binding Effect. This Agreement will bind and inure to the benefit of
          --------------
          the Bank's, Corporation's and Executive's heirs, legal
          representatives, successors and assigns.

     c.   Litigation Expenses. If either party successfully seeks to enforce any
          -------------------
          provision of this Agreement or to collect any amount claimed to be due
          under it, this party will be entitled to reimbursement from the other
          party for any and all of its out-of-pocket expenses and costs
          including, without limitation, reasonable attorneys' fees and costs
          incurred in connection with the enforcement or collection.

     d.   Waiver. Any waiver by a party of its rights under this Agreement must
          ------
          be written and signed by the party waiving its rights. A party's
          waiver of the other party's breach of any provision of this Agreement
          will not operate as a waiver of any other breach by the breaching
          party.

     e.   Assignment. The services to be rendered by Executive under this
          ----------
          Agreement are unique and personal. Accordingly, Executive may not
          assign any of his rights or duties under this Agreement.

     f.   Amendment. This Agreement may be modified only through a written
          ---------
          instrument signed by both parties.

     g.   Severability. The provisions of this Agreement are severable. The
          ------------
          invalidity of any provision will not affect the validity of other
          provisions of this Agreement.

     h.   Governing Law and Venue. This Agreement will be governed by and
          -----------------------
          construed in accordance with Oregon law, except to the extent that
          certain matters may be governed by federal law. The parties must bring
          any legal proceeding arising out of this Agreement in Lane County,
          Oregon.

     i.   Counterparts. This Agreement may be executed in one or more
          ------------
          counterparts, each of which will be deemed an original, but all of
          which taken together will constitute one and the same document.


                      [signatures appear on following page]

                                       8

<PAGE>

Signed as of April 24, 2001:

                                EXECUTIVE:

                                  /s/ Hal Brown
                                ------------------------------------------------
                                Hal M. Brown

                                PACIFIC CONTINENTAL BANK:

                                By    /s/ Robert Ballin
                                   ---------------------------------------------
                                Robert Ballin
                                   Its:  Chairman of the Board

                                PACIFIC CONTINENTAL CORPORATION

                                By    /s/ Robert Ballin
                                   ---------------------------------------------
                                Robert Ballin
                                    Its:  Chairman of the Board

                                       9