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                                                                   EXHIBIT 10.20

                                 WEST COAST BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                     (SERP)

                         EFFECTIVE DATE: AUGUST 1, 2003

THIS SERP is adopted by WEST COAST BANK (the "Bank"), WEST COAST BANCORP
("Bancorp"), its parent holding company, (collectively referred to as the
"Company") and XANDRA McKEOWN (the "Executive").

                                    ARTICLE 1
                                     PURPOSE

1.1      DUAL PURPOSES.  This Plan is intended to:

         (a)      Assist in assuring the Executive's continued service to the
                  Company by providing supplemental retirement benefits that are
                  competitive with the Company's peers; and

         (b)      Discourage the Executive from engaging in any competitive
                  business after the Executive leaves the Company.

1.2      TOP-HAT PLAN STATUS. This is an unfunded Plan maintained primarily for
         the purpose of providing deferred compensation for the Executive, who
         is a member of a select group of management or highly compensated
         employees. As such, this Plan is intended to qualify as a "top hat
         plan" exempt from Part 2 (minimum participation and vesting standards),
         Part 3 (minimum funding standards) and Part 4 (fiduciary responsibility
         provisions) of Title I of the Employee Retirement Income Security Act
         of 1974 (ERISA). The provisions of the Plan shall be interpreted and
         administered according to this intention.

                                    ARTICLE 2
                                   DEFINITIONS

Words and phrases appearing in this Plan with initial capitalization are defined
terms that have the meanings stated below. Words appearing in the following
definitions which are themselves defined terms are also indicated by initial
capitalization.

2.1      ACCRUAL BALANCE means the benefit liability accrued by the Company
         under Article 6.

2.2      ADJUSTED ACCRUAL BALANCE means the Accrual Balance determined as of the
         end of the month that is on or before the date of the Executive's
         Termination of Employment.

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2.3      BENEFICIARY means the person or persons or estate, trust or charitable
         organization entitled under Article 5 to receive the death benefit
         payable under this Plan.

2.4      BOARD means Bancorp's Board of Directors.

2.5      CHANGE IN CONTROL AGREEMENT means the "Change In Control Agreement"
         effective January 1, 2004, between the Executive and the Company.

2.6      COMPENSATION COMMITTEE means the Compensation and Personnel Committee
         of Bancorp's Board.

2.7      DISABILITY means that either the carrier of any Company-provided
         individual or group long-term disability insurance policy covering the
         Executive or the Social Security Administration has determined that the
         Executive is disabled. Upon the request of the Compensation Committee,
         the Executive will submit proof of the carrier's or the Social Security
         Administration's determination.

2.8      EARLY INVOLUNTARY TERMINATION means that the Company has terminated the
         Executive's employment before Normal Retirement Age for any reason
         other than:

         (a)      Termination for Cause;

         (b)      Disability; or

         (c)      A Termination Event.

2.9      EARLY VOLUNTARY TERMINATION means that before Normal Retirement Age,
         the Executive has voluntarily terminated Executive's employment with
         the Company for reasons other than:

         (a)      Disability; or

         (b)      A Termination Event.

2.10     EFFECTIVE DATE means the date first stated above (immediately below the
         title of this Plan).

2.11     NORMAL RETIREMENT AGE means age 64.

2.12     NORMAL RETIREMENT DATE means the later of Normal Retirement Age or
         Termination of Employment.

2.13     PLAN YEAR means the calendar year, except for the first Plan Year which
         is a short year beginning August 1, 2003, and ending December 31, 2003.

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2.14     ROE means, for any given Plan Year, the greater of:

         (a)      Bancorp's return on equity, which shall be determined under
                  GAAP and expressed as a percentage calculated by dividing its:

                  (1)      Annual net income before common stock dividends are
                           paid; by

                  (2)      Average annual common shareholder equity; or

         (b)      Bancorp's adjusted return on equity which shall be determined
                  by calculating the percentage under subsection (a) above on an
                  adjusted basis to address the effects of items that are
                  required to be included or excluded by GAAP for that Plan
                  Year, but would normally not be included or excluded from
                  Bancorp's net income or shareholder equity.

2.15     TERMINATION EVENT means the termination of the Executive's employment
         under circumstances that entitle the Executive to benefits under the
         Change In Control Agreement.

2.16     TERMINATION FOR CAUSE OR TERMINATED FOR CAUSE means that the Company
         has terminated the Executive's employment for "cause" as defined in the
         Change In Control Agreement.

2.17     TERMINATION OF EMPLOYMENT means that the Executive's employment with
         the Company has terminated for any reason, voluntary or involuntary.

2.18     YEAR OF SERVICE means a Plan Year in which:

         (a)      The Company achieved an ROE of not less than ten percent
                  (10%); and

         (b)      The Executive is actively at work with the Company or on a
                  Company-approved leave of absence at the end of that year.

                                    ARTICLE 3
                            BENEFITS DURING LIFETIME

3.1      NORMAL RETIREMENT BENEFIT. Upon Termination of Employment on or after
         Normal Retirement Age for reasons other than death, the Company shall
         pay the following benefit to the Executive:

         (a)      AMOUNT OF BENEFIT. Subject to adjustment under subsection (c)
                  below and forfeiture under Article 7, the Normal Retirement
                  Benefit is the annual "Benefit Level" installment as shown in
                  Column (1) of Schedule A to this SERP.

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         (b)      PAYMENT SCHEDULE. The Normal Retirement Benefit is payable
                  monthly for a period of fifteen (15) years beginning on the
                  first day of the month on or after the Executive's Normal
                  Retirement Date.

         (c)      BENEFIT INCREASES.

                  (1)      As of each anniversary of the Effective Date, the
                           Compensation Committee, in its sole discretion, may
                           increase the Normal Retirement Benefit by increasing:

                           (A)      The amount of the scheduled installment
                                    payments;

                           (B)      The length of the payment schedule; or

                           (C)      Both the amount and the length of the
                                    installment payments.

                  (2)      If the Normal Retirement Benefit is increased,
                           Schedule A to this SERP shall be revised, including
                           adjusting the other scheduled benefit payments
                           accordingly.

3.2      EARLY VOLUNTARY TERMINATION BENEFIT. Upon an Early Voluntary
         Termination, the Company shall pay the following benefit to the
         Executive:

         (a)      AMOUNT OF BENEFIT. Subject to adjustments under subsection (d)
                  below and forfeiture under Article 7, the Early Voluntary
                  Termination Benefit is the annual installment payment under a
                  deferred 15-year term certain fixed annuity calculated as
                  follows:

                  (1)      The present value of the annuity is the vested
                           Adjusted Accrual Balance (with vesting determined
                           under subsection (e) below);

                  (2)      The annuity starting date is the first day of the
                           month on or after Normal Retirement Age; and

                  (3)      Interest is credited at an annual rate of six percent
                           (6%) compounded monthly during both the period from
                           the Termination of Employment to the annuity starting
                           date and the 15-year payout period.

         (b)      PAYMENT SCHEDULE. Unless a lump-sum payment is made under
                  subsection (c) below, the Company shall pay the Early
                  Voluntary Termination Benefit under the same payment schedule
                  as the Normal Retirement Benefit (see Section 3.1(b)).

         (c)      ALTERNATIVE LUMP-SUM PAYMENT. Instead of the installment
                  payments under subsection (b) above, the Compensation
                  Committee, in its sole discretion, may elect, either upon a
                  request by the Executive or upon its own motion, to pay the
                  Early Voluntary Termination Benefit in a lump-sum payment as
                  follows:

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                  (1)      The payment amount shall equal the Executive's vested
                           Adjusted Accrual Balance together with interest
                           credited at the annual rate of six percent (6%)
                           compounded monthly until paid under paragraph (2)
                           below.

                  (2)      The lump-sum payment will be paid to the Executive at
                           either:

                           (A)      Normal Retirement Age; or

                           (B)      Such earlier date as the Compensation
                                    Committee, in its sole discretion, may
                                    elect.

         (d)      BENEFIT INCREASES. The Early Voluntary Termination Benefit may
                  be increased as follows:

                  (1)      The amount of the benefit will be adjusted for any
                           increases in the Normal Retirement Benefit granted
                           under Section 3.1(c)(1).

                  (2)      In its sole discretion, the Compensation Committee
                           may, from time to time as of any anniversary of the
                           Effective Date, separately increase the amount of the
                           Early Voluntary Termination Benefit without
                           increasing the Normal Retirement Benefit.

                  (3)      If the Early Voluntary Termination Benefit is
                           adjusted or increased, Schedule A to this SERP shall
                           be revised accordingly.

         (e)      VESTING. The vested portion of the Executive's Adjusted
                  Accrual Balance will be determined as follows:

                  (1)      The Executive will be thirty percent (30%) vested
                           immediately upon the Effective Date. Beginning with
                           the Plan Year commencing January 1, 2004, the
                           Executive will receive an additional ten percent
                           (10%) vesting for each Year of Service until the
                           Executive is one hundred percent (100%) vested after
                           completing seven (7) Years of Service.

                  (2)      In its sole discretion, the Compensation Committee
                           may at any time and from time to time increase the
                           Executive's vested percentage (including granting
                           full vesting).

3.3      EARLY INVOLUNTARY TERMINATION BENEFIT. Upon an Early Involuntary
         Termination, the Company shall pay the following benefit to the
         Executive:

         (a)      AMOUNT OF BENEFIT. Subject to adjustments under subsection (d)
                  below, immediate full vesting under subsection (e) below and
                  forfeiture under Article 7, the Early Involuntary Termination
                  Benefit is the annual installment payment determined in the
                  same manner as the Early Voluntary Termination Benefit under
                  Section 3.2(a).

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         (b)      PAYMENT SCHEDULE. Unless a lump-sum payment is made under
                  subsection (c) below, the Company shall pay the Early
                  Involuntary Termination Benefit under the same payment
                  schedule as the Normal Retirement Benefit (see Section
                  3.1(b)).

         (c)      ALTERNATIVE LUMP-SUM PAYMENT. Instead of the installment
                  payments under subsection (b) above, the Compensation
                  Committee, in its sole discretion, may elect, either upon a
                  request by the Executive or upon its own motion, to pay the
                  Early Involuntary Termination Benefit in a lump-sum payment
                  under the same terms and conditions that apply to a lump-sum
                  payment of the Early Voluntary Termination Benefit (see
                  Section 3.2(c)).

         (d)      BENEFIT INCREASES. The Early Involuntary Termination Benefit
                  may be separately increased under the same terms and
                  conditions that apply to increases in the Early Voluntary
                  Termination Benefit (see Section 3.2(d)).

         (e)      VESTING. For purposes of this section, the Executive is
                  immediately one hundred percent (100%) vested upon the
                  Effective Date.

3.4      DISABILITY BENEFIT. Upon Termination of Employment before Normal
         Retirement Age due to Disability, the Company shall pay the following
         benefit to the Executive:

         (a)      AMOUNT OF BENEFIT. Subject to adjustments under subsection (d)
                  below, immediate full vesting under subsection (e) below and
                  forfeiture under Article 7, the Disability Benefit is the
                  annual installment payment determined in the same manner as
                  for the Early Voluntary Termination Benefit (see Section
                  3.2(a)).

         (b)      PAYMENT SCHEDULE. Unless a lump-sum payment is made under
                  subsection (c) below, the Company shall pay the Disability
                  Benefit under the same payment schedule as the Normal
                  Retirement Benefit (see Section 3.1(b)).

         (c)      ALTERNATIVE LUMP-SUM PAYMENT. Instead of the installment
                  payments under subsection (b) above, the Compensation
                  Committee, in its sole discretion, may elect, either upon a
                  request by the Executive or upon its own motion, to pay the
                  Disability Benefit in a lump-sum payment under the same terms
                  and conditions that apply to a lump-sum payment of the Early
                  Voluntary Termination Benefit (see Section 3.2(c)).

         (d)      BENEFIT INCREASES. The Disability Benefit may be increased
                  under the same terms and conditions that apply to increases in
                  the Early Voluntary Termination Benefit (see Section 3.2(d)).

         (e)      VESTING. For purposes of this section, the Executive is
                  immediately one hundred percent (100%) vested upon the
                  Effective Date.

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3.5      CHANGE IN CONTROL BENEFIT. If the Executive becomes entitled to
         benefits under the Change in Control Agreement, the Company will pay
         the following benefit to the Executive:

         (a)      AMOUNT OF BENEFIT. Subject to adjustments under subsection (d)
                  below and forfeiture under Article 7, the Change In Control
                  Benefit is the annual "Change of Control Installment" set
                  forth in Column (10) of Schedule A to this SERP.

         (b)      PAYMENT SCHEDULE. Unless a lump-sum payment is made under
                  subsection (c) below, the Change In Control benefit is payable
                  in the same manner as the Normal Retirement Benefit (see
                  Section 3.1(b)).

         (c)      ALTERNATIVE LUMP-SUM PAYMENT. Instead of the installment
                  payments under subsection (b) above, the Compensation
                  Committee, in its sole discretion, may elect, either upon a
                  request by the Executive or upon its own motion, to pay the
                  Change In Control Benefit in a lump-sum payment as follows:

                  (1)      The payment will be equal to the present value of the
                           Normal Retirement Benefit as of the date of the
                           Executive's Termination of Employment. The present
                           value will be determined using an annual rate of six
                           percent (6%) interest compounded monthly.

                  (2)      The lump-sum payment will be paid to the Executive
                           within sixty (60) days following the Executive's
                           Termination of Employment.

         (d)      BENEFIT INCREASES. The Change in Control Benefit may be
                  increased in the same manner as the Normal Retirement Benefit
                  (see Section 3.1(c)).

         (e)      VESTING. For purposes of this section, the Executive is
                  immediately one hundred percent (100%) vested upon the
                  Effective Date.

                                    ARTICLE 4
                                 DEATH BENEFITS

4.1      PRE-RETIREMENT DEATH BENEFIT. If the Executive dies before a
         Termination of Employment and before attaining Normal Retirement Age,
         the Company will pay the following benefit to the Executive's
         Beneficiary:

         (a)      AMOUNT OF BENEFIT. The Pre-Retirement Death Benefit is the
                  annual "Pre-Retirement Death Benefit Installment" as shown in
                  Column (11) of Schedule A to this SERP.

         (b)      PAYMENT OF BENEFIT. Unless a lump-sum payment is made under
                  subsection (c) below, the Pre-Retirement Death Benefit is
                  payable monthly for a period of fifteen (15) years beginning
                  on the first day of the month following the Executive's death.

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         (c)      ALTERNATIVE LUMP-SUM PAYMENT. Instead of the installment
                  payments under subsection (b) above, the Compensation
                  Committee, in its sole discretion, may elect, either upon a
                  request by the Beneficiary or upon its own motion, to pay the
                  Pre-Retirement Death Benefit in a lump-sum payment as follows:

                  (1)      The payment will be equal to the Normal Retirement
                           Age Accrual Balance.

                  (2)      The lump-sum payment will be paid to the Beneficiary
                           by the earlier of the following dates:

                           (A)      Sixty (60) days after the lump-sum payment
                                    is requested by the Beneficiary; or

                           (B)      Such other date as elected by the
                                    Compensation Committee in its sole
                                    discretion.

4.2      DEATH DURING PAYMENT OF A BENEFIT. If the Executive dies after any
         benefit payments have commenced under Article 3, the Company shall pay
         the remaining benefits to the Executive's Beneficiary either:

         (a)      At the same time and in the same amounts they would have been
                  paid to the Executive had the Executive survived; or

         (b)      In the Committee's sole discretion, upon a request by the
                  Beneficiary or upon its own motion, in a lump-sum payment. The
                  amount of the lump-sum payment shall be determined under the
                  provisions for calculating the alternative lump-sum payment
                  for the particular type of benefit the Executive was
                  receiving. If the Executive was receiving the Normal
                  Retirement Benefit, the lump sum payment shall be the lump sum
                  present value of the remaining payments as of the date of
                  payment, determined using an annual rate of six percent (6%)
                  interest compounded monthly.

4.3      DEATH BEFORE PAYMENTS COMMENCE. If the Executive is entitled to a
         benefit under Article 3, but dies before benefit payments begin, the
         Company shall pay the Executive's Beneficiary either:

         (a)      The same benefit payments that the Executive was entitled to
                  at the date of the Executive's death, except that the benefit
                  payments shall commence as of the first day of the month
                  following the Executive's death; or

         (b)      The lump sum equivalent of those benefits as determined under
                  Section 4.2(b).

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                                    ARTICLE 5
                                  BENEFICIARIES

5.1      DESIGNATION OF BENEFICIARY. The Executive may designate the Beneficiary
         or Beneficiaries (who may be designated concurrently or contingently)
         to receive the death benefit under the Plan under the following terms
         and conditions:

         (a)      The beneficiary designation must be in a form satisfactory to
                  the Compensation Committee and must be signed by the
                  Executive.

         (b)      A beneficiary designation shall be effective upon receipt by
                  the Compensation Committee or its designee, provided it is
                  received before the Executive's death.

         (c)      The Executive may revoke a previous beneficiary designation
                  without the consent of the previously designated Beneficiary.
                  This revocation is made by filing a new beneficiary
                  designation form with the Compensation Committee or its
                  designee, and shall be effective upon receipt.

5.2      DIVORCE. A divorce will automatically revoke the portion of a
         beneficiary designation designating the former spouse as a Beneficiary.
         The former spouse will be a Beneficiary under this SERP only if a new
         beneficiary designation is filed after the date the dissolution decree
         is entered.

5.3      DISCLAIMERS. If a Beneficiary disclaims a death benefit, the benefit
         will be paid as if the Beneficiary had predeceased the Executive.

5.4      DEATH OF BENEFICIARY. If a Beneficiary who is in pay status dies before
         full distribution is made to the Beneficiary, the unpaid balance of the
         distribution will be paid to the Beneficiary's estate.

5.5      DEFAULT BENEFICIARY. If, at the time of the Executive's death, the
         Executive has failed to designate a Beneficiary, the Executive's
         beneficiary designation has become completely invalid under the
         provisions of this Article or there is no surviving Beneficiary,
         payment of the death benefit will be made in the following order of
         priority:

         (a)      To the Executive's spouse, if living;

         (b)      To the Executive's surviving children, in equal shares; or

         (c)      To the Executive's estate.

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                                    ARTICLE 6
                                 ACCRUAL BALANCE

6.1      COMPENSATION LIABILITY. The Accrual Balance shall be equal to the
         financial statement compensation liability accrued by the Company
         (under Section 6.2) as of any applicable determination date (as defined
         in Section 6.3) for its payment obligation under this SERP.

6.2      ACCRUAL CALCULATION. The value of the Accrual Balance shall:

         (a)      Be determined using Generally Accepted Accounting Principles
                  applying APB 12 as amended by FAS 106; and

         (b)      Equal the sum of the:

                  (1)      Principal accrual (service cost); plus

                  (2)      Interest accrual at six percent (6%) interest.

6.3      DETERMINATION DATES. The Accrual Balance shall be determined as of the
         last day of the month.

6.4      YEAR-END VALUES. The year-end values and Normal Retirement Age value of
         the Accrual Balance are listed in Column (2) of Schedule A to this
         SERP.

6.5      REPORTING. The Compensation Committee will report the Accrual Balance
         to the Executive at least annually and within a reasonable period of
         time not to exceed 30 days after the date of the Termination of
         Employment if the Executive is to be paid the Early Voluntary
         Termination, Early Involuntary Termination or Disability Benefit.

                                    ARTICLE 7
                                   FORFEITURE

7.1      GROUNDS FOR FORFEITURE.

         (a)      The Executive will forfeit any benefits payable under this
                  Plan upon a Termination for Cause.

         (b)      The Company shall not pay the Pre-Retirement Death Benefit
                  under Section 4.1 under the Plan if the Executive:

                  (1)      Commits suicide within two years after the Effective
                           Date; or

                  (2)      Dies within two years after the Effective Date and
                           has made any material misstatement of fact on any
                           application for life insurance that may be used by
                           the Company to finance its obligations under the
                           Plan.

         (c)      The Executive will forfeit the balance of any remaining unpaid
                  benefits under this Plan if the Executive violates the
                  noncompetition restrictions of Section 7.2.

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7.2      NONCOMPETITION RESTRICTIONS.

         (a)      DEFINITIONS. For purposes of this section, the following terms
                  have the meanings stated below:

                  (1)      "BANKING INSTITUTION" means any state or national
                           bank, state or federal savings and loan association,
                           mutual savings bank or state or federal credit union.

                  (2)      "COMPETING ACTIVITIES" mean any activities that are
                           competitive with the business activities of Bancorp,
                           the Bank or any of their subsidiaries as conducted at
                           the commencement of, or during the term of, the
                           restricted period.

                  (3)      "FINANCIAL INSTITUTION" means any banking institution
                           (as defined in paragraph (1) above), trust company or
                           mortgage company regardless of:

                           (A)      Its legal form of organization; or

                           (B)      Whether it is in existence or is in
                                    formation.

                  (4)      "RESTRICTED AREA" means any county in Oregon or
                           Washington in which Bancorp, the Bank or any of their
                           subsidiaries either:

                           (A)      Has a branch or other office at the
                                    commencement of the restricted period; or

                           (B)      Has decided to open a branch or other office
                                    during the restricted period, provided that
                                    fact has been communicated to the Executive
                                    before the Executive's Termination of
                                    Employment.

                  (5)      "RESTRICTED PERIOD" means a period of:

                           (A)      12 months from the date of the Executive's
                                    Termination of Employment; or

                           (B)      24 months from the date of the Executive's
                                    Termination Event if the Change in Control
                                    Benefit under Section 3.5 is payable.

                  (6)      "SUBSIDIARIES" mean any current or future subsidiary
                           of Bancorp or the Bank, regardless of whether it is
                           one hundred percent (100%) owned by Bancorp or the
                           Bank.

         (b)      RESTRICTIONS. The Executive agrees that, during the restricted
                  period, the Executive will not, directly or indirectly:

                  (1)      Except as provided in subsection (c)(1) below, be
                           employed by or provide services to any financial
                           institution that engages in competing activities in
                           the restricted area, whether as an employee, officer,
                           director, agent, consultant, promoter or in any
                           similar position, function or title;

<PAGE>

                  (2)      Have any ownership or financial interest in any
                           financial institution that engages in competing
                           activities in the restricted area that violates the
                           Company's then current published ethical standards on
                           ownership interests in competing businesses;

                  (3)      Induce any employee of Bancorp, the Bank or their
                           subsidiaries to terminate their employment with
                           Bancorp, the Bank or their subsidiaries;

                  (4)      Hire or assist in the hiring of any employee of
                           Bancorp, the Bank or their subsidiaries for or by any
                           financial institution that is not affiliated with
                           Bancorp, the Bank or their subsidiaries; or

                  (5)      Induce any person or entity (other than the
                           Executive's relatives or entities controlled by them)
                           to terminate or curtail its business or contractual
                           relationships with the Bank, Bancorp or their
                           subsidiaries.

         (c)      EXCEPTIONS. Regardless of the restriction in subsection (b)(1)
                  above, the Executive may be employed outside the restricted
                  area as an employee, officer, agent, consultant or promoter of
                  a financial institution that engages in competing activities
                  in the restricted area, provided the Executive will not:

                  (1)      Act within the restricted area as an employee or
                           other representative or agent of that financial
                           institution;

                  (2)      Have any responsibilities for that financial
                           institution's operations within the restricted area;
                           or

                  (3)      Directly or indirectly violate the restrictions of
                           subsection (b)(3), (4) and (5) above.

         (d)      FORFEITURE. If the Executive breaches the restrictions under
                  subsection (b) above, Executive will:

                  (1)      Forfeit any benefits payable under this Plan that
                           were unpaid as of the date of the breach; and

                  (2)      Promptly repay the Company, upon demand, any payments
                           made after the date of the breach. If the Executive
                           does not repay that amount within 15 days after the
                           date of the demand, the Executive will also pay
                           interest on that amount at the rate of nine percent
                           (9%) per annum.

<PAGE>

                                    ARTICLE 8
                          CLAIMS AND APPEALS PROCEDURE

8.1      CLAIMS PROCEDURE.

         (a)      ROUTINE PAYMENTS. The Compensation Committee may authorize
                  distribution of payments to the Executive or the Executive's
                  Beneficiary even though a formal claim has not been filed.

         (b)      FORMAL CLAIMS.

                  (1)      MANDATORY PROCEDURE. Any claim that the Executive or
                           a Beneficiary or anyone claiming on behalf of or
                           through the Executive or a Beneficiary may make under
                           ERISA or under any other applicable federal or state
                           law must first be brought as a formal claim under
                           this section. If that claim is denied, it will be
                           subject to the claims appeal procedures of Section
                           8.2.

                  (2)      FORM AND CONTENT OF CLAIM. The claim shall be in any
                           form reasonably acceptable to the Compensation
                           Committee and must state the basis of the claim and
                           also authorize the Compensation Committee and its
                           designees to conduct any examinations necessary to
                           determine the validity of the claim and take any
                           steps necessary to facilitate the benefit payment.

                  (3)      SUBMISSIONS BY CLAIMANT. The claimant shall file the
                           claim with the Executive Vice-President, Human
                           Resources. The claimant may also submit written
                           comments, documents, records and other information
                           relating to the claim.

                  (4)      ACCESS TO INFORMATION. The claimant will be provided,
                           upon request and free of charge, reasonable access
                           to, and copies of, all nonconfidential or
                           nonprivileged Company documents, records and other
                           information relevant to the claim.

                  (5)      AUTHORIZED REPRESENTATIVE. The claimant may be
                           represented by an individual authorized to act on
                           behalf of the claimant. A representative's
                           authorization to act on behalf of the claimant must
                           be established to the Compensation Committee's
                           reasonable satisfaction.

                  (6)      REVIEW AND RECOMMENDATION. The claim shall be
                           reviewed by the Company's Chief Executive Officer and
                           the Executive Vice-President, Human Resources, who
                           shall make their recommendation to the Compensation
                           Committee.

<PAGE>

         (c)      TIMELINE. The Compensation Committee shall make a
                  determination on the claim within 90 days after the date the
                  claimant filed it with the Executive Vice-President, Human
                  Resources. If more time is required for a special case, the
                  Compensation Committee may take up to an additional 90 days to
                  render a determination, but the claimant must be notified of
                  the need for the extension of time within the initial 90-day
                  period. This notification will explain the special
                  circumstances requiring the extension of time as well as the
                  date by which a determination is expected.

         (d)      EXPLANATION OF DENIAL. If a claim is wholly or partially
                  denied, the Compensation Committee shall provide the claimant
                  with a notice of the decision, written in a manner calculated
                  to be understood by the claimant, containing the following
                  information:

                  (1)      The specific reason or reasons for the denial and a
                           discussion of why the specific reason or reasons
                           apply.

                  (2)      References to the specific provisions of this Plan
                           upon which the denial was based.

                  (3)      A description of any additional material or
                           information necessary for the claimant to perfect the
                           claim.

                  (4)      An explanation of the claims appeal procedures under
                           this Plan.

         (e)      DEEMED DENIAL. If a determination is not furnished to the
                  claimant within 90 days of the date the claim was filed -- or
                  180 days if it is a special case -- the claim shall be deemed
                  to be denied.

         (f)      APPEAL OF DENIAL. If the claimant disagrees with the denial,
                  the claimant's sole remedy shall be to proceed with the claims
                  appeal procedure under Section 8.2.

8.2      CLAIMS APPEAL PROCEDURES.

         (a)      WRITTEN REQUEST. If a claim is denied in whole or in part, the
                  claimant or the claimant's authorized representative may
                  submit a written request for a review of the denial, including
                  a statement of the reasons for the review.

         (b)      DEADLINE. This request must be filed with the Compensation
                  Committee within 60 days after the claimant receives notice of
                  the denial. This time limit may be extended by the
                  Compensation Committee if an extension appears to be
                  reasonable in view of the nature of the claim and the
                  pertinent circumstances.

<PAGE>

         (c)      CONDUCT OF APPEAL. Upon receipt of such a request, the
                  Compensation Committee shall afford the claimant an
                  opportunity to review relevant documents and to submit issues
                  and comments in writing. The Compensation Committee may hold a
                  hearing or conduct an independent investigation. The
                  Compensation Committee will consider all of the claimant's
                  submissions, regardless of whether they were submitted or
                  considered in the initial determination of the claim.

         (d)      TIMELINE. A decision on the review shall be rendered by the
                  Compensation Committee not later than 60 days after receipt of
                  the claimant's request for the review. If more time is
                  required for a special case, the Compensation Committee may
                  take up to an additional 60 days to render a decision, but the
                  claimant must be notified of the need for the extension of
                  time within the initial 60-day period. This notification shall
                  explain the special circumstances (such as the need to hold a
                  hearing) which require the extension of time.

         (e)      DECISION ON APPEAL. The decision shall be written in a manner
                  calculated to be understood by the claimant and shall include:

                  (1)      Specific reasons for the decision;

                  (2)      Specific references to the provisions of this Plan on
                           which the decision is based;

                  (3)      A statement that the claimant is entitled to receive,
                           upon request and free of charge, reasonable access
                           to, and copies of, all documents, records and other
                           information relevant (as defined in applicable ERISA
                           regulations) to the claimant's claim for benefits;
                           and

                  (4)      A statement of the claimant's right to bring a civil
                           action under ERISA Section 502(a), to the extent such
                           an action is not preempted by the mandatory
                           arbitration provision of Section 10.10.

         (f)      DEEMED DENIAL. If the determination on the appeal is not
                  furnished to the claimant within 60 days -- or 120 days if it
                  is a special case -- the appeal shall be deemed to be denied.

         (g)      EXHAUSTION OF APPEAL PROCESS REQUIRED. A claimant whose claim
                  has been denied is required to exhaust the claims appeal
                  procedures set forth in this section before commencing any
                  arbitration or legal action.

<PAGE>

8.3      DISCRETIONARY AUTHORITY; STANDARDS OF PROOF AND REVIEW; RECORD ON
         REVIEW.

         (a)      The Compensation Committee is the "named fiduciary" for
                  purposes of ERISA. This Plan confers full discretionary
                  authority on the Compensation Committee with regard to the
                  administration of this Plan, including the discretion to:

                  (1)      Make findings of fact and determine the sufficiency
                           of the evidence presented regarding a claim; and

                  (2)      Interpret and construe the provisions of this Plan
                           and related administrative documents, if any,
                           (including words and phrases that are not defined in
                           this Plan or those documents) and correct any defect,
                           supply any omission or reconcile any ambiguity or
                           inconsistency.

         (b)      A decision by the Compensation Committee is required to be
                  supported by substantial evidence only. That is, proof by a
                  preponderance of the evidence, clear and convincing evidence
                  or beyond a reasonable doubt is not required.

         (c)      A court of law or arbitrator reviewing any decision of the
                  Compensation Committee, including those relating to the
                  interpretation of this Plan or a claim for benefits under this
                  Plan, shall be required to use the arbitrary and capricious
                  standard of review. That is, the Compensation Committee's
                  determination may be reversed only if it was made in bad
                  faith, is not supported by substantial evidence or is
                  erroneous as to a question of law.

         (d)      In conducting its review of the Compensation Committee's
                  decision, a court or arbitrator shall be limited to the record
                  of documents, testimony and facts presented to or actually
                  known to the Compensation Committee at the time the decision
                  was made.

                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

9.1      BY MUTUAL AGREEMENT. Except as provided in Section 9.2, this Plan may
         be amended or terminated only by a written agreement signed by the
         Company and the Executive.

9.2      BY THE COMPANY.

         (a)      Subject to the restrictions in subparagraph (b) below, the
                  Company may unilaterally amend or terminate this Plan at any
                  time if in the opinion of the Company's counsel or
                  accountants, as a result of legislative, judicial or
                  regulatory action, continuation of the Plan would:

                  (1)      Cause benefits to be taxable to the Executive before
                           their actual receipt; or

<PAGE>

                  (2)      Result in material financial penalties or other
                           materially detrimental ramifications to the Company
                           (other than the financial impact of paying the
                           benefits).

         (b)      Except as required by law, banking regulatory requirements or
                  financial accounting requirements, an amendment or termination
                  under subparagraph (a) above may not reduce:

                  (1)      The vested percentage of the Executive's Adjusted
                           Accrual Balance;

                  (2)      The amount of the Executive's vested Adjusted Accrual
                           Balance as determined as of the later of:

                           (A)      The effective date of the amendment or
                                    termination; or

                           (B)      The date it is adopted or approved; or

                  (3)      The amount of the benefit payments that are being
                           made if the Executive's benefits were in pay status
                           as of the earlier of:

                           (A)      The effective date of the amendment or
                                    termination; or

                           (B)      The date it is adopted or approved.

         (c)      Except as required by law, banking regulatory requirements or
                  financial accounting requirements, upon the termination of
                  this Plan under subsection (a) above:

                  (1)      The Executive's Adjusted Accrual Balance and vesting
                           credit will be frozen as of the later of:

                           (A)      The effective date of the amendment or
                                    termination; or

                           (B)      The date it is adopted or approved; or

                  (2)      Interest will be credited on the Executive's frozen
                           vested Accrual Balance at an annual rate of six
                           percent (6%) compounded monthly; and

                  (3)      The Company may either:

                           (A)      Hold and disburse the Executive's frozen
                                    vested Accrual Balance (as adjusted under
                                    paragraph (2) above) in accordance with the
                                    otherwise applicable terms and conditions of
                                    this Plan; or

                           (B)      Disburse that amount in a lump sum at such
                                    earlier date as the Company, in its sole
                                    discretion, may elect.

<PAGE>

                                   ARTICLE 10
                               GENERAL PROVISIONS

10.1     ADMINISTRATION. The Compensation Committee shall have all powers
         necessary or desirable to administer this Plan, including but not
         limited to:

         (a)      Establishing and revising the method of accounting for the
                  Plan;

         (b)      Maintaining a record of benefit payments;

         (c)      Establishing rules and prescribing any forms necessary or
                  desirable to administer the Plan;

         (d)      Interpreting the provisions of the Plan; and

         (e)      Delegating to others certain aspects of the Compensation
                  Committee's managerial and operational responsibilities,
                  including employing advisors and delegating ministerial
                  duties.

10.2     RECEIPT AND RELEASE FOR PAYMENTS.

         (a)      The Compensation Committee may require the recipient of a
                  payment, as a condition precedent to the payment, to execute a
                  receipt and, in the case of a payment in full, a release for
                  the payment. The receipt and the release shall be in a form
                  satisfactory to the Compensation Committee.

         (b)      Payment may be made by a deposit to the credit of the
                  Executive or a Beneficiary, as applicable, in any bank or
                  trust company.

         (c)      Payment may be made to the individual or institution
                  maintaining or having custody of the Executive or Beneficiary,
                  as applicable, if the Compensation Committee receives
                  satisfactory evidence that --

                  (1)      A person entitled to receive any benefit under this
                           Plan is, at the time the benefit is payable,
                           physically, mentally or legally incompetent to
                           receive payment and provides a valid receipt for it;

                  (2)      An individual or institution is maintaining or has
                           custody of that person; and

                  (3)      No guardian, custodian or other representative of the
                           estate of that person has been appointed.

         (d)      The receipt of the recipient or a canceled check shall be a
                  sufficient voucher for the Company. The Company is not
                  required to obtain from the recipient an accounting for the
                  payment.

         (e)      If a dispute arises over a distribution, payment may be
                  withheld until the dispute is determined by a court of
                  competent jurisdiction or settled, to the satisfaction of

<PAGE>

                  the Compensation Committee, by the parties concerned. The
                  Compensation Committee may require a hold harmless agreement
                  on behalf of the Company and the Plan before making payment.

10.3     OTHER COMPENSATION AND TERMS OF EMPLOYMENT. This Plan is not an express
         or implied employment agreement. Accordingly, other than providing for
         certain benefits payable upon a Termination of Employment, this Plan
         will not affect the determination of any compensation payable by the
         Company to the Executive, nor will it affect the other terms of the
         Executive's employment with the Company. The specific arrangements
         referred to in this Plan are not intended to exclude or circumvent any
         other benefits that may be available to the Executive under the
         Company's employee benefit or other applicable plans, upon the
         Executive's Termination of Employment.

10.4     WITHHOLDING.

         (a)      INCOME TAX. Applicable federal, state and local income tax
                  withholding will be withheld from all payments made under this
                  Plan.

         (b)      FICA. To the extent allowable under applicable regulations:

                  (1)      The present value of the vested benefits under this
                           Plan will be taken into account as FICA wages in the
                           year they become vested;

                  (2)      Present value will be determined using reasonable
                           actuarial equivalency factors acceptable to the
                           Compensation Committee;

                  (3)      The employee portion of each year's FICA liability
                           will be deducted from the Executive's other cash
                           compensation for that year; and

                  (4)      FICA will not be deducted from any payments made
                           under this Plan.

10.5     UNFUNDED ARRANGEMENT.

         (a)      The Company's payment obligation under this Plan is purely
                  contractual and is not funded or secured in any manner by any
                  asset, pledge or encumbrance of the Company's property.

         (b)      This Plan is not intended to create, and should not be
                  construed as creating, any trust or trust fund. The benefits
                  accrued under this Plan and any assets acquired by the Company
                  to finance its payment obligations under this Plan shall not
                  be held in a trust (other than a grantor trust of the
                  Company), escrow or similar fiduciary capacity.

<PAGE>

         (c)      Any insurance policy on the Executive's life the Company may
                  acquire to assist it in financing its obligations under this
                  Plan is a general asset of the Company and neither the
                  Executive nor anyone else claiming on behalf of or through the
                  Executive shall have any right with respect to, or claim
                  against, that policy.

         (d)      The Executive and any Beneficiary are general unsecured
                  creditors of the Company with respect to the payment of the
                  benefits under this Plan.

10.6     BENEFITS NOT ASSIGNABLE. The accrued benefits under this Plan shall not
         be considered assets under state law or bankruptcy law of the Executive
         or of any Beneficiary. The Executive and any Beneficiary shall not have
         any right to alienate, anticipate, pledge, encumber or assign any of
         the benefits payable under this Plan. The Executive's or any
         Beneficiary's benefits shall not be subject to any claim of, or any
         attachment, garnishment or other legal process brought by, any of his
         or her creditors.

10.7     BINDING EFFECT. This Plan binds and inures to the benefit of the
         parties and their respective legal representatives, heirs, successors
         and assigns.

10.8     REORGANIZATION. The Company shall not merge or consolidate into or with
         another company, or reorganize, or sell substantially all of its assets
         to another company, firm, or person unless that succeeding or
         continuing company, firm or person agrees to assume and discharge the
         obligations of the Company under this Plan. Upon the occurrence of such
         an event, the term "Company" as used in this Plan shall be deemed to
         refer to the successor or survivor company.

10.9     APPLICABLE LAW.

         (a)      This Plan shall be construed and its validity determined
                  according to the laws of the State of Oregon, other than its
                  law regarding conflicts of law or choice of law, to the extent
                  not preempted by federal law.

         (b)      Any dispute arising out of this Plan must be brought in either
                  Clackamas County or Multnomah County, Oregon, and the parties
                  will submit to personal jurisdiction in either of those
                  counties.

10.10    ARBITRATION. Any dispute or claim arising out of or brought in
         connection with this Plan, will, if requested by any party, be
         submitted to and settled by arbitration under the rules then in effect
         of the American Arbitration Association (or under any other form of
         arbitration mutually acceptable to the parties involved). Any award
         rendered in arbitration will be final and will bind the parties, and a
         judgment on it may be entered in the highest court of the forum having
         jurisdiction. The arbitrator will render a written decision, naming the
         substantially prevailing party in the action, and, subject to Section
         10.11(b), will award that party all costs and expenses incurred,
         including reasonable attorneys' fees.

<PAGE>

10.11    ATTORNEYS' FEES.

         (a)      If any breach of or default under this Plan results in either
                  party incurring attorneys' or other fees, costs or expenses
                  (including those incurred in an arbitration), the
                  substantially prevailing party is entitled to recover from the
                  non-prevailing party its reasonable legal fees, costs and
                  expenses, including attorneys' fees and the costs of the
                  arbitration, except as provided in subsection (b) below.

         (b)      If the Executive is not the substantially prevailing party,
                  the Executive shall be liable to pay the Company under
                  subsection (a) above only if the arbitrator determines that:

                  (1)      There was no reasonable basis for the Executive's
                           claim (or the Executive's response to the Company's
                           claim); or

                  (2)      The Executive had engaged in unreasonable delay,
                           failed to comply with a discovery order or otherwise
                           acted in bad faith in the arbitration.

         (c)      Either party shall be entitled to recover any reasonable
                  attorneys' fees and other costs and expenses it incurs in
                  enforcing or collecting an arbitration award.

         (d)      If an award under this section is made to the Executive and
                  accountants or tax counsel selected by Company with the
                  Executive's consent (which shall not be unreasonably withheld)
                  determine that the award is includible in Executive's gross
                  income, the Company shall also pay the Executive a gross-up
                  payment to offset the taxes imposed on that award, including
                  the taxes on the gross-up payment itself. This gross-up
                  payment shall be determined following the methodology employed
                  in the Change in Control Agreement.

10.12    ENTIRE AGREEMENT. This Plan constitutes the entire agreement between
         the Company and the Executive as to its subject matter. No rights are
         granted to the Executive by virtue of this Plan other than those
         specifically set forth in this document and any amendments to it.

10.13    CONSTRUCTION. The language of this Plan was chosen jointly by the
         parties to express their mutual intent. No rule of construction based
         on which party drafted the Plan or certain of its provisions will be
         applied against any party.

10.14    SECTION HEADINGS. The section headings used in this Plan have been
         included for convenience of reference only.

10.15    COUNTERPARTS. This Plan may be executed in one or more counterparts,
         and all counterparts will be construed together as one Plan.

<PAGE>

10.16    SEVERABILITY. If any provision of this Plan is, to any extent, held to
         be invalid or unenforceable, it will be deemed amended as necessary to
         conform to the applicable laws or regulations. However, if it cannot be
         amended without materially altering the intentions of the parties, it
         will be deleted and the remainder of this Plan will be enforced to the
         extent permitted by law.

10.17    JOINT AND SEVERAL OBLIGATION. Bancorp and Bank will be jointly and
         severally liable for the payment obligations under this Agreement.

EXECUTIVE:                                  COMPANY:

                                            WEST COAST BANCORP

___________________________________         By:_________________________________
Xandra McKeown
                                            Title:______________________________

Date:______________________________         Date:_______________________________

                                            WEST COAST BANK

                                            By:_________________________________

                                            Title:______________________________

                                            Date:_______________________________
<PAGE>

CLARKCONSULTING(TM)                                          PLAN YEAR REPORTING

                    HYPOTHETICAL TERMINATION BENEFIT SCHEDULE

XANDRA MCKEOWN

<TABLE>
<CAPTION>
DOB: 8/29/1957                             EARLY VOLUNTARY    EARLY INVOLUNTARY                                         PRE-RETIRE.
Plan Anniv Date: 12/31/2003                  TERMINATION         TERMINATION        DISABILITY        CHANGE OF CONTROL   DEATH
Normal Retirement: 8/29/2021, Age 64         Installment         Installment        Installment         Installment       BENEFIT
Payments: Monthly Installments              Payable at 64       Payable at 64     Payable at 64       Payable at 64     Installment
----------------------------------------  -----------------   ----------------- ------------------  -----------------   -----------
                        BENEFIT  ACCRUAL           Based On            Based On           Based On           Based On     Based On
                         LEVEL   BALANCE  Vesting   Accrual   Vesting  Accrual  Vesting    Accrual  Vesting  Benefit      Benefit
   PERIOD     DISCOUNT   -----   -------  -------  --------   -------  -------- -------   --------  -------  --------     --------
   ENDING       RATE      (1)      (2)      (3)       (4)       (5)      (6)      (7)        (8)      (9)      (10)         (11)
-----------   --------  -------  -------  -------  --------   -------  -------- -------   --------  -------  --------   -----------
<S>           <C>       <C>      <C>      <C>      <C>        <C>      <C>      <C>       <C>       <C>      <C>        <C>
Dec 2003(1)      6%      48,650    6,248     30%       544      100%     1,812    100%      1,812    100%     48,650      48,650
Dec 2004         6%      48,650   21,894     40%     2,393      100%     5,982    100%      5,982    100%     48,650      48,650
Dec 2005         6%      48,650   38,505     50%     4,954      100%     9,909    100%      9,909    100%     48,650      48,650
Dec 2006         6%      48,650   56,140     60%     8,165      100%    13,608    100%     13,608    100%     48,650      48,650
Dec 2007         6%      48,650   74,863     70%    11,964      100%    17,092    100%     17,092    100%     48,650      48,650
Dec 2008         6%      48,650   94,741     80%    16,299      100%    20,373    100%     20,373    100%     48,650      48,650
Dec 2009         6%      48,650  115,845     90%    21,118      100%    23,464    100%     23,464    100%     48,650      48,650
Dec 2010         6%      48,650  138,251    100%    26,376      100%    26,376    100%     26,376    100%     48,650      48,650
Dec 2011         6%      48,650  162,038    100%    29,118      100%    29,118    100%     29,118    100%     48,650      48,650
Dec 2012         6%      48,650  187,293    100%    31,701      100%    31,701    100%     31,701    100%     48,650      48,650
Dec 2013         6%      48,650  214,105    100%    34,134      100%    34,134    100%     34,134    100%     48,650      48,650
Dec 2014         6%      48,650  242,572    100%    36,426      100%    36,426    100%     36,426    100%     48,650      48,650
Dec 2015         6%      48,650  272,793    100%    38,584      100%    38,584    100%     38,584    100%     48,650      48,650
Dec 2016         6%      48,650  304,879    100%    40,617      100%    40,617    100%     40,617    100%     48,650      48,650
Dec 2017         6%      48,650  338,944    100%    42,532      100%    42,532    100%     42,532    100%     48,650      48,650
Dec 2018         6%      48,650  375,110    100%    44,336      100%    44,336    100%     44,336    100%     48,650      48,650
Dec 2019         6%      48,650  413,506    100%    46,035      100%    46,035    100%     46,035    100%     48,650      48,650
Dec 2020         6%      48,650  454,271    100%    47,635      100%    47,635    100%     47,635    100%     48,650      48,650
Aug 2021         6%      48,650  482,835    100%    48,650      100%    48,650    100%     48,650    100%     48,650      48,650
</TABLE>

        August 29, 2021 Retirement; September 1, 2021 First Payment Date

(1) The first line reflects 5 months of data, August 2003 to December 2003.

<TABLE>
<S>                                                                    <C>
Copyright(C)2003 Clark Consulting.                                                Securities offered through Clark Securities, Inc.,
Salary Continuation Plan for West Coast Bank - Lake Oswego, OR         a wholly owned subsidiary of Clark, Inc., member NASD & SIPC,
1001811 16948 137761 v5.31.04 12/18/2003:13 SCP-E NB                                          Los Angeles, CA 90071, (213) 486-6300.
</TABLE>

<PAGE>

CLARKCONSULTING(TM)                                          PLAN YEAR REPORTING

                    HYPOTHETICAL TERMINATION BENEFIT SCHEDULE

XANDRA MCKEOWN

<TABLE>
<CAPTION>
DOB: 8/29/1957                             EARLY VOLUNTARY    EARLY INVOLUNTARY                                         PRE-RETIRE.
Plan Anniv Date: 12/31/2003                  TERMINATION         TERMINATION        DISABILITY       CHANGE OF CONTROL    DEATH
Normal Retirement: 8/29/2021, Age 64         Installment         Installment        Installment         Installment       BENEFIT
Payments: Monthly Installments              Payable at 64       Payable at 64     Payable at 64        Payable at 64    Installment
----------------------------------------  -----------------   ----------------- ------------------   -----------------  -----------
                        BENEFIT  ACCRUAL           Based On            Based On           Based On           Based On     Based On
                         LEVEL   BALANCE  Vesting   Accrual   Vesting  Accrual  Vesting    Accrual  Vesting  Benefit      Benefit
   PERIOD     DISCOUNT   -----   -------  -------  --------   -------  -------- -------   --------  -------  --------     --------
   ENDING       RATE      (1)      (2)      (3)       (4)       (5)      (6)      (7)        (8)      (9)      (10)         (11)
-----------   --------  -------  -------  -------  --------   -------  -------- -------   --------  -------  --------   -----------
<S>           <C>       <C>      <C>      <C>      <C>        <C>      <C>      <C>       <C>       <C>      <C>        <C>
</TABLE>

* The purpose of this hypothetical illustration is to show the participant's
  annual benefit based on various termination assumptions. Actual benefits are
  based on the terms and provisions of the plan agreement executed between the
  company and participant and may differ from those shown.

* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND
  THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A
  TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL
  BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.

<TABLE>
<S>                                                                    <C>
Copyright(C)2003 Clark Consulting.                                                Securities offered through Clark Securities, Inc.,
Salary Continuation Plan for West Coast Bank - Lake Oswego, OR         a wholly owned subsidiary of Clark, Inc., member NASD & SIPC,
1001811 16948 137761 v5.31.04 12/18/2003:13 SCP-E NB                                          Los Angeles, CA 90071, (213) 486-6300.
</TABLE>