<PAGE>

     As filed with the Securities and Exchange Commission on _________, 1999

                                                     Registration No. __________



                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             _____________________
                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                 CIVIC BANCORP

                                 _____________
            (Exact name of registrant as specified in its charter)

        California                                      68-0022322
    (State or other jurisdiction of            (IRS employer identification no.)
    incorporation or organization)


              2101 Webster Street, Oakland, California 94612-3043
             ---------------------------------------------------
          (Address of principal executive office, including zip code)

                  Civic BanCorp Employee Stock Purchase Plan
                  ------------------------------------------
                           (Full title of the Plan)

   Herbert C. Foster, Civic BanCorp, 2101 Webster Street, Oakland, CA 94612-3043
   -----------------------------------------------------------------------------
                    (Name and address of agent for service)
                              (510) 836-6500
                              --------------
         (Telephone number, including area code, of agent for process)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
--------------------------------------------------------------------------------------------------
<S>                  <C>             <C>                  <C>                  <C>
Title of seurities   Amount to       Proposed             Proposes             Amount of
to be registered     be registered   maximum offering     maximum              registration fee
                                     price per share*     aggregate offering*
           ---------------------------------------------------------------------------------------
    Common Stock,    105,00          $13.75               $1,443,750           $401.37
    no par value

--------------------------------------------------------------------------------------------------
</TABLE>

*   Estimated solely for the purpose of calculating this fee pursuant to Rules
457(c) and (h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices for shares of common stock of the registrant
as reported on The Nasdaq National Market on September 20, 1999

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Civic BanCorp Employee Stock Ownership Plan
("Plan") and an additional indeterminate number of shares or rights which by
reason of certain events specified in the Plan may become subject to the Plan.
<PAGE>

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Pursuant to the instructions for Form S-8, information required in the
prospectus (Items 1 and 2) is not included in this Registration Statement.



                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Document by Reference.

     The following documents previously filed or to be filed with the Commission
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are hereby
incorporated by reference in this Registration Statement:

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "Registrant 10-K");

     (b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;

     (c)  Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999;

     (d)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's Annual
Report on Form 10-K referred to in paragraph (a) above.

     (e)  The description of the Registrant's common stock contained in the
Registration Statement filed under the Exchange Act, including the description
of the Shareholder Rights Plan as described in the Form 8-A Rights Agreement
previously filed with the Commission.

     All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing thereof.


Item 4. Description of Securities.

        Not applicable.

                                       2
<PAGE>

Item 5. Interests of Named Experts and Counsel.

        The validity of the Shares that may be offered under the Civic BanCorp
Employee Stock Purchase Plan will be passed upon for the Registrant by
McCutchen, Doyle, Brown & Enersen, LLP, San Francisco, California. Attorneys who
are partners of or employed by McCutchen, Doyle, Brown & Enersen LLP in the
aggregate own approximately 3,600 Shares.


Item 6. Indemnification of Directors and Officers.

        The articles of incorporation of the Registrant limit liability of
directors for breaches of the duty of care. The Registrant's bylaws provides
indemnification in Article 5 for officers, employees and directors, to the
fullest extent permitted under Section 317 of the California Corporation Law.

        Section 317 expressly grants to each California corporation the power to
indemnify its directors, officers and agents against judgments, fines,
settlements and expenses incurred in the performance of their duties. Rights to
indemnification beyond those provided by Section 317 may be valid to the extent
that such rights are authorized in the corporation's articles of incorporation.
Indemnification may not be made, however, if inconsistent with the articles of
incorporation, bylaws, shareholder resolutions or an agreement which prohibits
or limits indemnification.

        With respect to all proceedings other than shareholder derivative
actions, Section 317 permits a California corporation to indemnify any of its
directors, officers or other agents only if such person acted in good faith and
in a manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful. In the case of derivative
actions, a California corporation may indemnify any of its directors, officers
or agents only if such person acted in good faith and in a manner such person
believed to be in the best interests of the corporation and its shareholders.
Furthermore, in derivative actions, no indemnification is permitted (i) with
respect to any matter with respect to which the person to be indemnified has
been held liable to the corporation, except to the extent the court approves
indemnification of expenses; (ii) of amounts paid in settling or otherwise
disposing of a pending action without court approval; or (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without court approval. To the extent that a director, officer or agent of a
corporation has been successful on the merits in defense of any proceeding for
which indemnification is permitted by Section 317, a corporation is obligated by
Section 317 to indemnify such person against expenses actually and reasonably
incurred in connection with the proceeding.

        FDIC regulations prohibit the indemnification by insured banks and their
holding companies of their directors, officers and other institution-affiliated
persons for that portion of the costs sustained with regard to an administrative
or civil enforcement action commenced by any federal banking agency that results
in a final order or settlement pursuant to which a director, officer or other
party is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured institution or required to cease and
desist from or to take an affirmative action under the Federal Deposit Insurance
Act. This regulation permits an institution to make an indemnification payment
to, or for the benefit of, a director, officer or other party only if the
institution's Board of Directors, in good faith, determines that the

                                       3
<PAGE>

individual acted in good faith and in a manner that he or she believed to be in
the best interests of the institution and that the payment of indemnification
will not adversely affect the institution's safety and soundness. The director,
officer or other party must agree in writing to reimburse the institution for
any indemnification payments received should the proceeding result in a final
order being instituted against the individual assessing a civil money penalty,
removing the individual from office, or requiring the individual to cease and
desist from certain institutional activity.

        The Registrant also maintains officers and director's liability
insurance for an annual aggregate maximum of $10,000,000.


Item 7. Exemption From Registration Claimed.

        Not applicable.


ITEM 8. Exhibits

         4.1   Civic BanCorp Employee Stock Purchase Plan.

         5.1   Opinion of McCutchen, Doyle, Brown & Enersen LLP with respect to
legality.

         23.1  Consent of KPMG LLP.

         23.2  Consent of McCutchen, Doyle, Brown & Enersen LLP included in
Opinion filed as Exhibit 5.1

         24.1  Power of Attorney


Item 9. Undertakings.

        (a)    Registrant hereby undertakes:

               (1)  To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.

                    (i)   to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "1933 Act");

                    (ii)  to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                                       4
<PAGE>

               (iii) to include any material information with respect to the
Plan of distribution not previously disclosed in the Registration Statement or
any other material change to such information in the Registration Statement.


     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Oakland, State of California, on this 20th day of September, 1999.

                                        Civic BanCorp

                                        By /s/ HERBERT C. FOSTER
                                        ---------------------------------------
                                        Herbert C. Foster
                                        President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


Signature                            Title                      DATE

/s/ HERBERT C. FOSTER                President and Chief
--------------------------------     Executive Officer and
                                     Director (Principal
                                     Executive Officer)         Sept. 20, 1999


/s/ GERALD J. BROWN                  Chief Financial Officer
--------------------------------     (Principal Financial and
Gerald J. Brown                      Accounting Officer)        Sept. 20, 1999



/s/ DONALD CARR                      Director                   Sept. 20, 1999
--------------------------------
C. Donald Carr


/s/ DAVID L. CUTTER                  Director                   Sept. 20, 1999
--------------------------------
David L. Cutter


/s/ WAYNE E S. DOIGUCHI              Director                   Sept. 20, 1999
--------------------------------
Wayne S. Doiguchi


/s/ JOHN W. GLENN                    Director                   Sept. 20, 1999
--------------------------------
John W. Glenn

                                       6
<PAGE>

/s/ PAUL R HANDLERY                  Director                   Sept. 20, 1999
--------------------------------
Paul R. Handlery


/s/ JAMES C. JOHNSON                 Director                   Sept. 20, 1999
--------------------------------
James C. Johnson


/s/ PAUL C. KEPLER                   Director                   Sept. 20, 1999
--------------------------------
Paul C. Kepler


/s/ JOHN E. LINDSTEDT                Director                   Sept. 20, 1999
--------------------------------
John E. Lindstedt


/s/ EDWARD G. MEIN                   Director                   Sept. 20, 1999
--------------------------------
Edward G. Mein


/s/ DALE D. REED                     Director                   Sept. 20, 1999
--------------------------------
Dale D. Reed


/s/ BARLAY SIMPSON                   Director                   Sept. 20, 1999
--------------------------------
Barclay Simpson

                                       7
<PAGE>

                                  Exhibit Index

               -------------------------------------------------

4.1      Civic BanCorp Employee Stock Purchase Plan.

5.1      Opinion of McCutchen, Doyle, Brown & Enersen LLP with respect to
         legality.

23.1     Consent of KPMG LLP.

23.2     Consent of McCutchen, Doyle, Brown & Enersen LLP included in Opinion
         filed as Exhibit 5

24.1     Powers of Attorney


                                      E-1

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17063}]
{"company-data": {"conformed-name": "CIVIC BANCORP", "cik": "0000747205", "assigned-sic": "6022", "irs-number": "680022322", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87823", "film-number": "99717222"}, "business-address": {"street1": "2101 WEBSTER ST", "street2": "14TH FLOOR", "city": "OAKLAND", "state": "CA", "zip": "94612", "phone": "510-836-6500"}, "mail-address": {"street1": "2101 WEBSTER STREET", "street2": "14TH FLOOR", "city": "OAKLAND", "state": "CA", "zip": "94612"}}
As filed with the Securities and Exchange Commission on _________, 1999

                                                     Registration No. __________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             _____________________
                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                 CIVIC BANCORP

                                 _____________
            (Exact name of registrant as specified in its charter)

        California                                      68-0022322
    (State or other jurisdiction of            (IRS employer identification no.)
    incorporation or organization)

              2101 Webster Street, Oakland, California 94612-3043
             ---------------------------------------------------
          (Address of principal executive office, including zip code)

                  Civic BanCorp Employee Stock Purchase Plan
                  ------------------------------------------
                           (Full title of the Plan)

   Herbert C. Foster, Civic BanCorp, 2101 Webster Street, Oakland, CA 94612-3043
   -----------------------------------------------------------------------------
                    (Name and address of agent for service)
                              (510) 836-6500
                              --------------
         (Telephone number, including area code, of agent for process)

                        CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------
Title of seurities   Amount to       Proposed             Proposes             Amount of
to be registered     be registered   maximum offering     maximum              registration fee
                                     price per share*     aggregate offering*
           ---------------------------------------------------------------------------------------
    Common Stock,    105,00          $13.75               $1,443,750           $401.37
    no par value

--------------------------------------------------------------------------------------------------
*   Estimated solely for the purpose of calculating this fee pursuant to Rules
457(c) and (h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices for shares of common stock of the registrant
as reported on The Nasdaq National Market on September 20, 1999

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Civic BanCorp Employee Stock Ownership Plan
("Plan") and an additional indeterminate number of shares or rights which by
reason of certain events specified in the Plan may become subject to the Plan.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Pursuant to the instructions for Form S-8, information required in the
prospectus (Items 1 and 2) is not included in this Registration Statement.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Document by Reference.

     The following documents previously filed or to be filed with the Commission
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are hereby
incorporated by reference in this Registration Statement:

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "Registrant 10-K");

     (b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999;

     (c)  Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999;

     (d)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's Annual
Report on Form 10-K referred to in paragraph (a) above.

     (e)  The description of the Registrant's common stock contained in the
Registration Statement filed under the Exchange Act, including the description
of the Shareholder Rights Plan as described in the Form 8-A Rights Agreement
previously filed with the Commission.

     All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing thereof.

Item 4. Description of Securities.

        Not applicable.

                                       2
Item 5. Interests of Named Experts and Counsel.

        The validity of the Shares that may be offered under the Civic BanCorp
Employee Stock Purchase Plan will be passed upon for the Registrant by
McCutchen, Doyle, Brown & Enersen, LLP, San Francisco, California. Attorneys who
are partners of or employed by McCutchen, Doyle, Brown & Enersen LLP in the
aggregate own approximately 3,600 Shares.

Item 6. Indemnification of Directors and Officers.

        The articles of incorporation of the Registrant limit liability of
directors for breaches of the duty of care. The Registrant's bylaws provides
indemnification in Article 5 for officers, employees and directors, to the
fullest extent permitted under Section 317 of the California Corporation Law.

        Section 317 expressly grants to each California corporation the power to
indemnify its directors, officers and agents against judgments, fines,
settlements and expenses incurred in the performance of their duties. Rights to
indemnification beyond those provided by Section 317 may be valid to the extent
that such rights are authorized in the corporation's articles of incorporation.
Indemnification may not be made, however, if inconsistent with the articles of
incorporation, bylaws, shareholder resolutions or an agreement which prohibits
or limits indemnification.

        With respect to all proceedings other than shareholder derivative
actions, Section 317 permits a California corporation to indemnify any of its
directors, officers or other agents only if such person acted in good faith and
in a manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful. In the case of derivative
actions, a California corporation may indemnify any of its directors, officers
or agents only if such person acted in good faith and in a manner such person
believed to be in the best interests of the corporation and its shareholders.
Furthermore, in derivative actions, no indemnification is permitted (i) with
respect to any matter with respect to which the person to be indemnified has
been held liable to the corporation, except to the extent the court approves
indemnification of expenses; (ii) of amounts paid in settling or otherwise
disposing of a pending action without court approval; or (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without court approval. To the extent that a director, officer or agent of a
corporation has been successful on the merits in defense of any proceeding for
which indemnification is permitted by Section 317, a corporation is obligated by
Section 317 to indemnify such person against expenses actually and reasonably
incurred in connection with the proceeding.

        FDIC regulations prohibit the indemnification by insured banks and their
holding companies of their directors, officers and other institution-affiliated
persons for that portion of the costs sustained with regard to an administrative
or civil enforcement action commenced by any federal banking agency that results
in a final order or settlement pursuant to which a director, officer or other
party is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured institution or required to cease and
desist from or to take an affirmative action under the Federal Deposit Insurance
Act. This regulation permits an institution to make an indemnification payment
to, or for the benefit of, a director, officer or other party only if the
institution's Board of Directors, in good faith, determines that the

                                       3
individual acted in good faith and in a manner that he or she believed to be in
the best interests of the institution and that the payment of indemnification
will not adversely affect the institution's safety and soundness. The director,
officer or other party must agree in writing to reimburse the institution for
any indemnification payments received should the proceeding result in a final
order being instituted against the individual assessing a civil money penalty,
removing the individual from office, or requiring the individual to cease and
desist from certain institutional activity.

        The Registrant also maintains officers and director's liability
insurance for an annual aggregate maximum of $10,000,000.

Item 7. Exemption From Registration Claimed.

        Not applicable.

ITEM 8. Exhibits

         4.1   Civic BanCorp Employee Stock Purchase Plan.

         5.1   Opinion of McCutchen, Doyle, Brown & Enersen LLP with respect to
legality.

         23.1  Consent of KPMG LLP.

         23.2  Consent of McCutchen, Doyle, Brown & Enersen LLP included in
Opinion filed as Exhibit 5.1

         24.1  Power of Attorney

Item 9. Undertakings.

        (a)    Registrant hereby undertakes:

               (1)  To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.

                    (i)   to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "1933 Act");

                    (ii)  to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                                       4
(iii) to include any material information with respect to the
Plan of distribution not previously disclosed in the Registration Statement or
any other material change to such information in the Registration Statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Oakland, State of California, on this 20th day of September, 1999.

                                        Civic BanCorp

                                        By /s/ HERBERT C. FOSTER
                                        ---------------------------------------
                                        Herbert C. Foster
                                        President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature                            Title                      DATE

/s/ HERBERT C. FOSTER                President and Chief
--------------------------------     Executive Officer and
                                     Director (Principal
                                     Executive Officer)         Sept. 20, 1999

/s/ GERALD J. BROWN                  Chief Financial Officer
--------------------------------     (Principal Financial and
Gerald J. Brown                      Accounting Officer)        Sept. 20, 1999

/s/ DONALD CARR                      Director                   Sept. 20, 1999
--------------------------------
C. Donald Carr

/s/ DAVID L. CUTTER                  Director                   Sept. 20, 1999
--------------------------------
David L. Cutter

/s/ WAYNE E S. DOIGUCHI              Director                   Sept. 20, 1999
--------------------------------
Wayne S. Doiguchi

/s/ JOHN W. GLENN                    Director                   Sept. 20, 1999
--------------------------------
John W. Glenn

                                       6
/s/ PAUL R HANDLERY                  Director                   Sept. 20, 1999
--------------------------------
Paul R. Handlery

/s/ JAMES C. JOHNSON                 Director                   Sept. 20, 1999
--------------------------------
James C. Johnson

/s/ PAUL C. KEPLER                   Director                   Sept. 20, 1999
--------------------------------
Paul C. Kepler

/s/ JOHN E. LINDSTEDT                Director                   Sept. 20, 1999
--------------------------------
John E. Lindstedt

/s/ EDWARD G. MEIN                   Director                   Sept. 20, 1999
--------------------------------
Edward G. Mein

/s/ DALE D. REED                     Director                   Sept. 20, 1999
--------------------------------
Dale D. Reed

/s/ BARLAY SIMPSON                   Director                   Sept. 20, 1999
--------------------------------
Barclay Simpson

                                       7
Exhibit Index

               -------------------------------------------------

4.1      Civic BanCorp Employee Stock Purchase Plan.

5.1      Opinion of McCutchen, Doyle, Brown & Enersen LLP with respect to
         legality.

23.1     Consent of KPMG LLP.

23.2     Consent of McCutchen, Doyle, Brown & Enersen LLP included in Opinion
         filed as Exhibit 5

24.1     Powers of Attorney

                                      E-1

                                       8