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                                                                    EXHIBIT 10.2

                           CHANGE IN CONTROL AGREEMENT

                         EFFECTIVE DATE: JANUARY 1, 2004

This CHANGE IN CONTROL AGREEMENT ("Agreement") is made by WEST COAST BANCORP
("Bancorp") and WEST COAST BANK ("Bank") (collectively "Company") ROBERT D.
SZNEWAJS ("Executive").

                                    RECITALS

A.       The Executive is employed by Bank as its President and Chief Executive
         Officer.

B.       The Board recognizes that a possible or threatened Change in Control
         may result in key management personnel being concerned about their
         continued employment status or responsibilities. In addition, they may
         be approached by other companies offering competing employment
         opportunities. Consequently, they will be distracted from their duties
         and may even leave the Company during a time when their undivided
         attention and commitment to the best interests of the Company and
         Bancorp's shareholders would be vitally important.

C.       The Company considers it essential to its best interests and those of
         Bancorp's shareholders to provide for the continued employment of key
         management personnel in the event of a Change in Control.

D.       Therefore, in order to--

         (1)      Encourage the Executive to assist the Company during a Change
                  in Control and be available during the transition afterwards;

         (2)      Give assurance regarding the Executive's continued employment
                  status and responsibilities in the event of a Change in
                  Control; and

         (3)      Provide the Executive with Change in Control benefits
                  competitive with the Company's peers

         --the parties agree on the following:

                              TERMS AND CONDITIONS

1.       DEFINITIONS. Words and phrases appearing in this Agreement 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.

         (a)      "BENEFICIAL OWNERSHIP" means direct or indirect ownership
                  within the meaning of Rule 13(d)(3) under the Exchange Act.

         (b)      "BOARD" means Bancorp's Board of Directors.

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         (c)      "CAUSE" means either:

                  (1)      Any of the circumstances that qualify as grounds for
                           termination for cause under the Executive's
                           employment agreement as in effect at the time; or

                  (2)      If no employment agreement is in effect at that time
                           or if the employment agreement in effect at that time
                           does not specify grounds for termination for cause,
                           any of the circumstances listed in subparagraph (A)
                           below shall qualify as "Cause" under this Agreement,
                           subject to the due process requirement of
                           subparagraph (B) below:

                           (A)      Any of the following circumstances shall
                                    qualify as "Cause:"

                                    (i)     Embezzlement, dishonesty or other
                                            fraudulent acts involving the
                                            Company or the Company's business
                                            operations;

                                    (ii)     Material breach of any
                                             confidentiality agreement or
                                             policy;

                                    (iii)   Conviction (whether entered upon a
                                            verdict or a plea, including a plea
                                            of no contest) on any felony charge
                                            or on a misdemeanor reflecting upon
                                            the Executive's honesty;

                                    (iv)     An act or omission that materially
                                             injures the Company's reputation,
                                             business affairs or financial
                                             condition, if that injury could
                                             have been reasonably avoided by the
                                             Executive; or

                                    (v)      Willful misfeasance or gross
                                             negligence in the performance of
                                             the Executive's duties provided,
                                             however, that the Executive is
                                             first given:

                                             (I)      Written notice by the
                                                      Committee specifying in
                                                      detail the performance
                                                      issues; and

                                             (II)     A reasonable opportunity
                                                      to cure the issues
                                                      specified in the notice.

                           (B)      The Company may not terminate the
                                    Executive's employment for Cause unless:

                                    (i)     The determination that Cause exists
                                            is made and approved by two-thirds
                                            of the Board;

                                    (ii)    The Executive is given reasonable
                                            notice of the Board meeting called
                                            to make that determination; and

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                                    (iii)   The Executive and the Executive's
                                            legal counsel are given the
                                            opportunity to address that meeting.

         (d)      "CHANGE IN CONTROL" means:

                  (1)      Except as provided in subparagraph (B) below, an
                           acquisition or series of acquisitions as described in
                           subparagraph (A) below.

                           (A)      The acquisition by a Person of the
                                    Beneficial Ownership of more than 30% of
                                    either:

                                    (i)     Bancorp's then outstanding shares of
                                            common stock; or

                                    (ii)    The combined voting power of
                                            Bancorp's then outstanding voting
                                            securities entitled to vote
                                            generally in the election of
                                            directors;

                           (B)      This paragraph (1) does not apply to any
                                    acquisition:

                                    (i)      Directly from the Company;

                                    (ii)     By the Company; or

                                    (iii)   Which is part of a transaction that
                                            satisfies the exception in paragraph
                                            (3)(A), (B) and (C) below;

                  (2)      The incumbent directors cease for any reason to be a
                           majority of the Board. The "incumbent directors" are
                           directors who are either:

                           (A)      Directors on the Effective Date; or

                           (B)      Elected, or nominated for election, to the
                                    Board by a majority vote of the members of
                                    the Board or the Nominating Committee of the
                                    Board who were directors on the Effective
                                    Date. However this subparagraph (B) does not
                                    include any director whose election came as
                                    a result of an actual or threatened election
                                    contest regarding the election or removal of
                                    directors or other actual or threatened
                                    solicitation of proxies by or on behalf of a
                                    Person other than the Board;

                  (3)      Consummation of a merger, reorganization or
                           consolidation of Bancorp or the sale or other
                           disposition of substantially all of it assets, except
                           where:

                           (A)      Persons who, immediately before the
                                    consummation, had, respectively, a
                                    Controlling Interest in and Voting Control
                                    of Bancorp have, respectively, a Controlling
                                    Interest in, and Voting Control of the
                                    resulting entity;

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                           (B)      No Person (other than the entity resulting
                                    from the transaction or an employee benefit
                                    plan maintained by that entity) has the
                                    Beneficial Ownership of more than 30% of
                                    either:

                                    (i)     The resulting entity's then
                                            outstanding shares of common stock
                                            or other comparable equity security;
                                            or

                                    (ii)    The combined voting power of the
                                            resulting entity's then outstanding
                                            voting securities entitled to vote
                                            generally in the election of
                                            directors,

                                    except to the extent that Person held that
                                    Beneficial Ownership before the
                                    consummation; and

                           (C)      A majority of the members of the board of
                                    directors of the resulting entity were
                                    members of the Board at either the time:

                                    (i)      The transaction was approved by the
                                             Board; or

                                    (ii)     The initial agreement for the
                                             transaction was signed; or

                  (4)      Approval by Bancorp's shareholders of its complete
                           liquidation or dissolution.

         (e)      "CHANGE IN CONTROL PROPOSAL" means any proposal or offer that
                  is intended to or has the potential to result in a Change in
                  Control.

         (f)      "CODE" means the Internal Revenue Code of 1986.

         (g)      "COMMITTEE" means the Compensation and Personnel Committee of
                  the Board.

         (h)      "CONTROLLING INTEREST" means Beneficial Ownership of more than
                  50% of the outstanding shares common stock of a corporation or
                  the comparable equity securities of a noncorporate business
                  entity.

         (i)      "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 Committee, the Executive will submit
                  proof of the carrier's or the Social Security Administration's
                  determination.

         (j)      "EFFECTIVE DATE" means January 1, 2004.

         (k)      "ERISA" means the Employee Retirement Security Act of 1974.

         (l)      "EXCHANGE ACT" means the Securities Exchange Act of 1934.

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         (m)      "GOOD REASON" means any one of the following:

                  (1)      Any reduction in the Executive's salary or reduction
                           or elimination of any compensation or benefit plan
                           benefiting the Executive, which reduction or
                           elimination does not generally apply to substantially
                           all similarly situated employees of the Company or
                           such employees of any successor entity or of any
                           entity in control of Bancorp or the Bank;

                  (2)      A relocation or transfer of the Executive's place of
                           employment to an office or location that is more than
                           35 miles from the Executive's then current place of
                           employment; or

                  (3)      A material diminution in the Executive's
                           responsibilities, title or duties.

         (n)      "PERSON" means any individual, entity or group within the
                  meaning of Sections 13(d) and 14(d) of the Exchange Act, other
                  than a trustee or fiduciary holding securities under an
                  employee benefit plan of the Company.

         (o)      "TERMINATION EVENT" means any of the following events:

                  (1)      The Executive terminates employment for Good Reason
                           within 36 months after a Change in Control;

                  (2)      The Company terminates the Executive's employment
                           other than for Cause, Disability or death within 36
                           months after a Change in Control;

                  (3)      The Company terminates the Executive's employment
                           before a Change in Control if:

                           (A)      The termination is not for Cause, Disability
                                    or death; and

                           (B)      The termination occurs either on or after:

                                    (i)      The announcement by Bancorp, or any
                                             other Person, that a Change in
                                             Control is contemplated or
                                             intended; or

                                    (ii)     The date a contemplated or intended
                                             Change in Control should have been
                                             announced under applicable
                                             securities or other laws; or

                  (4)      The date the Executive's continued employment begins
                           under Section 3(b).

         (p)      "VOTING CONTROL" means holding more than 50% of the combined
                  voting power of an entity's then outstanding securities
                  entitled to vote in the election of its directors or other
                  governing body.

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2.       INITIAL TERM; RENEWALS; EXTENSION.

         (a)      The initial term of this Agreement begins on the Effective
                  Date and ends on December 31, 2004.

         (b)      Following this initial term, this Agreement will automatically
                  renew on January 1 of each year for subsequent one-year terms,
                  unless not later than the September 30 preceding the upcoming
                  renewal date, either the Company or the Executive gives the
                  other written notice terminating this Agreement as of the
                  upcoming December 31.

         (c)      If a definitive agreement providing for a Change in Control is
                  signed on or before the expiration date of the initial term or
                  any renewal term, the term of this Agreement then in effect
                  will automatically be extended to 36 months after the
                  effective date (as stated in the definitive agreement) of the
                  Change in Control. During this extended period, the Board may
                  not terminate this Agreement without the Executive's written
                  consent.

3.       EXECUTIVE'S OBLIGATIONS.

         (a)      The Executive agrees that, upon notification that the Company
                  has received a Change in Control Proposal, the Executive
                  shall:

                  (1)      At the Company's request, assist the Company in
                           evaluating that proposal; and

                  (2)      Not resign the Executive's position with the Company
                           until the transaction contemplated by that proposal
                           is either consummated or abandoned.

         (b)      If, within 36 months following a Change in Control, the
                  Company wants the Executive to continue employment in a
                  position or under circumstances that would qualify as Good
                  Reason for the Executive terminating employment:

                  (1)      The Executive shall nevertheless agree to that
                           continued employment, provided that:

                           (A)      The term of this continued employment shall
                                    not exceed 90 days or such shorter or longer
                                    term as agreed by the Company and the
                                    Executive;

                           (B)      The continued employment will be at an
                                    executive level position that is reasonably
                                    comparable to the Executive's then current
                                    position;

                           (C)      The continued employment shall be at either:

                                    (i)      The Executive's then current place
                                             of employment; or

                                    (ii)    Such other location as agreed by the
                                            Company and the Executive; and

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                           (D)      As compensation for this continued
                                    employment, the Executive shall receive:

                                    (i)     The same base pay and bonus
                                            arrangement as in effect on the day
                                            before the continued employment
                                            agreement became effective (or their
                                            hourly equivalent); and

                                    (ii)    Either:

                                            (I)      Continuation of the
                                                     Executive's employee
                                                     benefits, fringe benefits
                                                     and perquisites at their
                                                     then current level; or

                                            (II)     If that continuation is not
                                                     reasonably feasible, the
                                                     Executive shall receive
                                                     additional cash
                                                     compensation equal to the
                                                     amount the Company would
                                                     have paid as the employer
                                                     contribution for the items
                                                     that cannot be continued.

                  (2)      The date this continued employment begins shall be
                           treated as a Termination Event, so that benefits will
                           be payable under this Agreement, in accordance with
                           its terms and conditions, even though the Executive's
                           employment with the Company has not terminated.

4.       SEVERANCE BENEFITS. Upon a Termination Event, the Executive will
         receive severance benefits as follows:

         (a)      COMPONENTS. The severance benefits will consist of:

                  (1)      The cash compensation payment under subsection (b)
                           below;

                  (2)      The equity acceleration under subsection (c) below;

                  (3)      The health plan continuation benefits under
                           subsection (d) below;

                  (4)      The 401(k) equivalency payment under subsection (e)
                           below; and

                  (5)      The outplacement/tax planning benefits under
                           subsection (f) below.

         (b)      CASH COMPENSATION PAYMENT.

                  (1)      This payment will equal three times the Executive's
                           cash compensation. The Executive's "cash
                           compensation" is the sum of:

                           (A)      The Executive's adjusted salary as
                                    determined under paragraph (2) below; and

                           (B)      The Executive's average bonus as determined
                                    under paragraph (3) below.

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                  (2)      The Executive's "adjusted salary" is the Executive's
                           annualized regular monthly salary in effect on the
                           date of the Termination Event as reportable on IRS
                           Form W-2, adjusted by including and excluding the
                           following items:

                           (A)      Include any salary deferral contributions
                                    made under any employee benefit plan
                                    maintained by the Company, including
                                    Bancorp's Executives' Deferred Compensation
                                    Plan;

                           (B)      Exclude:

                                    (i)     Bonus payments;

                                    (ii)    Bonus amounts deferred including any
                                            made under any employee benefit plan
                                            maintained by the Company, including
                                            Bancorp's Executives' Deferred
                                            Compensation Plan;

                                    (iii)   Reimbursements or other expense
                                            allowances, fringe benefits (cash
                                            and noncash), moving expenses,
                                            severance or disability pay and
                                            welfare benefits;

                                    (iv)    Employer contributions to a deferred
                                            compensation plan to the extent the
                                            contributions are not included in
                                            the Executive's gross income for the
                                            calendar year in which contributed,
                                            and any distributions from a
                                            deferred compensation plan,
                                            regardless of whether those amounts
                                            are includible in the Executive's
                                            gross income when distributed;

                                    (v)     Amounts realized from the exercise
                                            of non-qualified stock options or
                                            when restricted stock (or property)
                                            becomes freely transferable or no
                                            longer subject to a substantial risk
                                            of forfeiture;

                                    (vi)    Amounts realized from the sale,
                                            exchange or other disposition of
                                            stock acquired under a qualified
                                            stock option;

                                    (vii)   The value of a non-qualified stock
                                            option included in income in the
                                            year in which granted;

                                    (viii)   Amounts includible in income upon
                                             making a Code Section 83(b)
                                             election;

                                    (ix)    Taxable benefits, such as premiums
                                            for excess group term life
                                            insurance;

                                    (x)     Imputed income from any life
                                            insurance on the Executive's life
                                            that is owned by or funded in whole
                                            or in part by the Company; and

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                                    (xi)    Other similar recurring or
                                            non-recurring payments.

                  (3)      The Executive's "average bonus" is the average of:

                           (A)      The actual bonus paid for the year before
                                    the year in which the Termination Event
                                    occurs; and

                           (B)      The annualized amount of the bonus the
                                    Executive earned through the date of the
                                    Termination Event for the bonus computation
                                    year in which the Termination Event occurs.

         (c)      EQUITY ACCELERATION.

                  (1)      Subject to paragraph (2) below, upon the date of the
                           Termination Event:

                           (A)      All stock options held by the Executive that
                                    are not otherwise vested as of that date
                                    shall become immediately vested and
                                    exercisable notwithstanding any vesting
                                    provisions in the grant of those options;
                                    and

                           (B)      Any restrictions on the restricted stock
                                    held by the Executive shall immediately
                                    lapse.

                  (2)      The Board may exclude any particular grant of stock
                           options or restricted stock from the acceleration
                           provisions of paragraph (1) above, but only as
                           follows:

                           (A)      Any current grants as of the Effective Date
                                    that are to be excluded must be listed in a
                                    separate appendix to this Agreement.

                           (B)      Any grants made after the Effective Date
                                    will be excluded only if the exclusion is
                                    made at the time the grant is made.

         (d)      HEALTH PLAN CONTINUATION BENEFITS. The Company will provide
                  health plan continuation benefits as follows:

                  (1)      For the period specified in paragraph (3) below, the
                           Company will pay the premiums (both the employer and
                           employee portions) for COBRA continuation coverage
                           under the Company's group health plans as in effect
                           at that time.

                  (2)      The Executive will have all the rights available
                           under COBRA to change plans and coverage category
                           (i.e., employee only, employee plus spouse or full
                           family or such other categories that are in effect at
                           that time).

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                  (3)      The Company will make the COBRA premium payments
                           until the earliest of the following events occurs:

                           (A)      The date COBRA coverage would otherwise end
                                    by law; or

                           (B)      18 months of premiums have been paid.

         (e)      401(k) EQUIVALENCY PAYMENT. The Company shall pay the
                  Executive a lump sum cash payment equal to three times the sum
                  of the Executive's "deemed matching contribution" (as
                  determined under paragraph (2) below) and the Executive's
                  "deemed profit-sharing contribution" (as determined under
                  paragraph (3) below.

                  (1)      For purposes of determining the Executive's deemed
                           matching and profit-sharing contributions, the
                           Executive's "deemed 401(k) Plan compensation" will be
                           the Executive's cash compensation under subsection
                           (b)(1) above, but limited to the maximum amount
                           allowable under the 401(k) Plan's definition of
                           "compensation" as in effect at that time;

                  (2)      The deemed matching contributions will be determined
                           as follows:

                           (A)      First, the Executive's "deemed elective
                                    deferral contributions" will be determined
                                    by multiplying the Executive's deemed 401(k)
                                    Plan compensation under paragraph (1) above
                                    by the lesser of:

                                    (i)      The deferral percentage the
                                             Executive had in effect under the
                                             401(k) Plan on the date of the
                                             Termination Event; or

                                    (ii)    The maximum deferral percentage
                                            allowed by the 401(k) Plan for
                                            highly compensated employees (if
                                            applicable to the Executive) for the
                                            plan year in which the Termination
                                            Event occurs, if that percentage has
                                            been determined by the date of
                                            Termination Event.

                           (B)      Second, the deemed matching contribution
                                    formula will be applied to the amount of the
                                    deemed elective deferral contributions as
                                    calculated under subparagraph (A) above, to
                                    determine the amount of the deemed matching
                                    contributions. For this purpose, the "deemed
                                    matching contribution formula" is:

                                    (i)      The 401(k) Plan's matching
                                             contribution formula for the plan
                                             year in which the Termination Event
                                             occurs; or

                                    (ii)    If that formula has not been
                                            determined by the date of the
                                            Termination Event, the formula for
                                            the previous plan year.

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                  (3)      The deemed profit-sharing contributions will be
                           determined by multiplying the Executive's deemed
                           401(k) Plan compensation under paragraph (1) above
                           by:

                           (A)      The actual bonus paid or payable for the
                                    bonus computation year that ended before the
                                    bonus computation year in which the
                                    Termination Event occurs; and

                           (B)      The annualized amount of the bonus the
                                    Executive earned, determined as of the end
                                    of the month in which the Termination Event
                                    occurs, for the bonus computation year in
                                    which the Termination Event occurs.

         (f)      OUTPLACEMENT/TAX PLANNING SERVICES. At the Executive's
                  election, for up to 12 months from the date of the Termination
                  Event, the Executive may receive up to $10,000 in outplacement
                  and/or tax planning services from service providers selected
                  by the Company. The Company will pay the service providers
                  directly for these benefits. The Executive will not have an
                  option to receive cash in lieu of these outplacement or tax
                  planning benefits.

         (g)      TIMES FOR PAYMENT.

                  (1)      The cash compensation payment under subsection (b)
                           and the 401(k) equivalency payment under subsection
                           (e) will be paid within 30 days after the date of the
                           Termination Event;

                  (2)      The COBRA premiums under subsection (d) will be paid
                           as due under the terms of the applicable group health
                           plan; and

                  (3)      Outplacement services will be paid as billed by the
                           service provider.

5.       GROSS-UP PAYMENT. If any or all of the severance benefits under Section
         4 constitute a "parachute payment" under Code Section 280G, the Company
         shall pay the Executive a "Gross-Up Payment" as follows:

         (a)      AMOUNT OF PAYMENT. The Gross-Up Payment shall be equal to the
                  amount necessary so that the net amount of the severance
                  benefits retained by the Executive, after subtracting the
                  excise tax imposed under Code Section 4999 ("excise tax"), and
                  after also subtracting all federal, state or local income tax,
                  FICA and the excise tax on the Gross-Up Payment itself, shall
                  be equal to the net amount the Executive would have retained
                  if no excise tax had been imposed and no Gross-Up Payment had
                  been paid.

         (b)      CALCULATION OF PAYMENT AMOUNT. The amount of the Gross-Up
                  Payment shall be determined as follows:

                  (1)      The determination will be made by independent
                           accountants and/or tax counsel (the "consultant")
                           selected by the Company with the Executive's consent
                           (which consent will not be unreasonably withheld).
                           The Company shall pay all of the consultant's fees
                           and expenses.

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                  (2)      As part of this determination, the consultant will
                           provide the Company and the Executive with a detailed
                           analysis and supporting calculations of:

                           (A)      The extent to which any payments or benefits
                                    paid or payable to the Executive are subject
                                    to Code Section 280G (including the
                                    reasonableness of any compensation provided
                                    for services rendered before or after the
                                    Change in Control); and

                           (B)      The calculation of the excise tax under Code
                                    Section 4999.

                  (3)      The consultant may make such assumptions and
                           approximations concerning applicable tax rates and
                           rely on such interpretations regarding the
                           application of Code Sections 280G and 4999 as it
                           deems reasonable. The Company and the Executive will
                           provide the consultant with any information or
                           documentation the consultant may reasonably request.

         (c)      TIME FOR PAYMENT. The Gross-Up Payment shall be made within 30
                  days after the date of the Termination Event, provided that if
                  the Gross-Up Payment cannot be determined within that time,
                  the following will apply:

                  (1)      The Company shall pay the Executive within that time
                           an estimate, determined in good faith by the Company,
                           of the minimum amount of the Gross-Up Payment;

                  (2)      The Company shall pay the remainder (plus interest as
                           determined under Code Section 7872(f)(2)(B)) as soon
                           as the amount can be determined, but in no event
                           later than the 45 days after the date of the
                           Termination Event; and

                  (3)      If the estimated payment is more than the amount
                           later determined to have been due, the excess (plus
                           interest as determined under Code Section
                           7872(f)(2)(B)) shall be repaid by the Executive
                           within 30 days after written demand by the Company.

         (d)      ADJUSTMENTS. Subject to the Company's right under subsection
                  (e) below to contest an excise tax assessment by the Internal
                  Revenue Service, the amount of the Gross-Up Payment will be
                  adjusted as follows:

                  (1)      OVERPAYMENT. If the actual excise tax imposed is less
                           than the amount that was taken into account in
                           determining the amount of the Gross-Up Payment, the
                           Executive shall repay at the time that the amount of
                           the reduced excise tax is finally determined the
                           portion of the Gross-Up Payment attributable to that
                           reduction (plus the portion of the Gross-Up Payment
                           attributable to the excise tax, FICA and federal,
                           state and local income tax imposed on the portion of
                           the Gross-Up Payment being repaid by the Executive,
                           to the extent the repayment results in a reduction in
                           or refund of excise tax, FICA or federal, state or
                           local income tax), plus interest as determined under
                           Code Section 7872(f)(2)(B) on the amount of the
                           repayment.

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                  (2)      UNDERPAYMENT. If the actual excise tax imposed is
                           more than the amount that was taken into account in
                           determining the amount of the Gross-Up Payment, the
                           Company shall make an additional gross-up payment to
                           compensate for that excess (plus interest as
                           determined under Code Section 7872(f)(2)(B)) within
                           10 days of the date the amount of the excess is
                           finally determined.

         (e)      COMPANY'S RIGHT TO CONTEST. The Company has the right to
                  contest any excise tax assessment made by the Internal Revenue
                  Service on the following terms and conditions:

                  (1)      The Executive must notify the Company in writing of
                           any claim by the Internal Revenue Service that, if
                           upheld, would result in the payment of excise taxes
                           in amounts different from the amount initially
                           determined by the consultant. The Executive shall
                           give this notice as soon as possible but in no event
                           later than 15 days after the Executive receives the
                           notice from the Internal Revenue Service.

                  (2)      If the Company decides to contest the assessment, it
                           must notify the Executive within 30 days of receiving
                           the notice from the Executive.

                  (3)      The Company will have full control of the
                           proceedings, including settlement authority and the
                           right to appeal.

                  (4)      The Executive will cooperate fully in providing any
                           testimony, information or documentation reasonably
                           required by the Company in connection with the
                           proceedings.

                  (5)      The adjustments required under subsection (d) above
                           shall not be made until the Company has concluded a
                           settlement agreement with the Internal Revenue
                           Service, exhausted its (or the Executive's) rights to
                           contest the Internal Revenue Service's determination
                           or notified the Executive that it intends to concede
                           the matter, whichever occurs first.

                  (6)      The Company shall bear all fees and costs associated
                           with the contest.

                  (7)      The Company will indemnify the Executive from any
                           taxes, interest and penalties that may be imposed
                           upon the Executive with respect to the payments made
                           under paragraph (6) above and this paragraph (7).

         (f)      EFFECT OF REPEAL. If Code Sections 280G and 4999 are repealed
                  without successor provisions being enacted, this Section shall
                  be of no further force or effect.

6.       OTHER COMPENSATION AND TERMS OF EMPLOYMENT. This Agreement is not an
         employment agreement. Accordingly, other than providing for the
         benefits payable upon a Change in Control, this Agreement 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 Agreement 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, programs or arrangements
         upon the termination of the Executive's employment.

Page 13 CHANGE IN CONTROL AGREEMENT

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7.       WITHHOLDING. All payments made to the Executive under this Agreement
         are subject to the withholding of income and payroll taxes and other
         payroll deductions that the Company reasonably determines are
         appropriate under applicable law or regulations.

8.       ASSIGNMENT.

         (a)      The Company will require any successor (by purchase, merger,
                  consolidation or otherwise, whether direct or indirect) to all
                  or substantially all of its business or assets to expressly
                  assume this Agreement. This assumption shall be obtained
                  before the effective date of the succession. Failure of the
                  Company to obtain this assumption shall be a breach of this
                  Agreement and shall entitle the Executive to compensation from
                  the Company in the same amount and on the same terms that the
                  Executive would be entitled to under this Agreement following
                  a Change in Control, except that for this purpose:

                  (1)      The date the definitive agreement providing for the
                           succession is signed shall be deemed to be the date
                           of the Termination Event (the "deemed Termination
                           Event"), regardless of whether the Executive's
                           employment terminates on that date;

                  (2)      The Executive will have no continued employment
                           obligation under Section 3(b) as of the deemed
                           Termination Event;

                  (3)      The equity acceleration under Section 4(c) will be
                           effective on the date of the deemed Termination
                           Event;

                  (4)      Within five (5) business days of the deemed
                           Termination Event, the Company with pay the Executive
                           a lump sum cash payment equal to the sum of:

                           (A)      The cash compensation payment under Section
                                    4(b);

                           (B)      Thirty-six times the monthly COBRA premium
                                    amount for the group health plan coverage
                                    the Executive had in effect on the date of
                                    the deemed Termination Event;

                           (C)      The 401(k) equivalency payment under Section
                                    4(e); and

                           (D)      The maximum amount that would have been paid
                                    under Section 4(f) to the outplacement
                                    service provider; and

                  (5)      Section 6 will no longer apply as of the date of the
                           deemed Termination Event.

         (b)      The Executive may not assign or transfer this Agreement or any
                  rights or obligations under it.

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<PAGE>

9.       UNSECURED GENERAL CREDITOR. Neither the Executive nor anyone else
         claiming on behalf of or through the Executive shall have any right
         with respect to, or claim against, any insurance policy or other asset
         the Company may acquire to assist it in financing its obligations under
         this Agreement. The Executive shall be an unsecured general creditor of
         the Company with respect to any amount payable under this Agreement.

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

11.      DEATH BENEFIT.

         (a)      Any severance benefits under Section 4 remaining unpaid at the
                  Executive's death shall be paid under the terms and conditions
                  of this Agreement, to the Beneficiary or Beneficiaries
                  determined under subsection (b) below.

         (b)      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:

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

                  (2)      A beneficiary designation shall be effective upon
                           receipt by the Committee or its designee and shall
                           cancel all beneficiary designations previously filed
                           by the Executive, provided it is received before the
                           Executive's death.

                  (3)      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
                           Committee or its designee, and shall be effective
                           upon receipt.

                  (4)      A divorce will automatically revoke the portion of a
                           beneficiary designation designating the former spouse
                           as a Beneficiary.

                  (5)      If a Beneficiary disclaims a death benefit, the
                           benefit will be paid as if the Beneficiary had
                           predeceased the Executive.

                  (6)      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.

                  (7)      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
                           subsection or there is no surviving Beneficiary, the
                           benefit will be paid in the following order of
                           priority:

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

                           (B)      To the Executive's estate.

Page 15 CHANGE IN CONTROL AGREEMENT

<PAGE>

12.      GENERAL PROVISIONS.

         (a)      CHOICE OF LAW/VENUE.

                  (1)      This Agreement 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.

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

         (b)      ARBITRATION. Any dispute or claim arising out of or brought in
                  connection with this Agreement, shall be submitted to final
                  and binding arbitration as follows:

                  (1)      Before proceeding to arbitration, the parties shall
                           first attempt, in good faith, to resolve the dispute
                           or claim by informal meetings and discussions between
                           them and/or their attorneys. The Chairman of the
                           Board will act on behalf of the Company at these
                           meetings and discussions. This informal dispute
                           resolution process will be concluded within 30 days
                           or such longer or shorter period as may be mutually
                           agreed by the parties.

                  (2)      After exhausting the informal dispute resolution
                           process under paragraph (1) above, upon the request
                           of any party, the matter will 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 will award such
                           party all costs and expenses incurred, including
                           reasonable attorneys' fees.

         (c)      ATTORNEYS' FEES.

                  (1)      If any breach of or default under this Agreement
                           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 paragraph (2)
                           below.

                  (2)      If the Executive is not the substantially prevailing
                           party, the Executive shall be liable to pay the
                           Company under paragraph (1) above only if the
                           arbitrator determines that:

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

Page 16 CHANGE IN CONTROL AGREEMENT

<PAGE>

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

                  (3)      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.

                  (4)      If an award under this subsection 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, Company shall
                           also pay 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 Section 5(b).

         (d)      ENTIRE AGREEMENT. This Agreement contains the entire agreement
                  among the parties with respect to its subject matter, and it
                  supercedes all previous agreements between the Executive and
                  the Company and any of its subsidiaries pertaining to this
                  subject matter. By signing this Agreement, The Executive
                  waives any and all rights the Executive may have had under any
                  previous agreement providing for benefits upon a Change in
                  Control (regardless of how that term is defined in those prior
                  agreements) that the Executive may have entered into with the
                  Company or any of its subsidiaries.

         (e)      SUCCESSORS. This Agreement binds and inures to the benefit of
                  the parties and each of their respective affiliates, legal
                  representatives, heirs and, to the extent permitted in this
                  Agreement, their successors and assigns.

         (f)      AMENDMENT. This Agreement may be amended only through a
                  written document signed by all of the parties.

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

         (h)      SECTION HEADINGS. The section headings used in this Agreement
                  have been included for convenience and reference only.

         (i)      CITATIONS. Citations to a statute, act or rule are to that
                  statute, act or rule as amended or to its successor at the
                  relevant time. Citations to a particular section of a statute,
                  act or rule are to that section as amended or renumbered or to
                  the comparable provision of any successor as in effect at the
                  relevant date.

         (j)      COUNTERPARTS. This Agreement may be executed in one or more
                  counterparts, and all counterparts will be construed together
                  as one Agreement.

Page 17 CHANGE IN CONTROL AGREEMENT

<PAGE>

         (k)      SEVERABILITY. If any provision of this Agreement 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 Agreement will be enforced
                  to the extent permitted by law.

EXECUTIVE:                                  COMPANY:

                                            WEST COAST BANCORP

________________________________            By:_________________________________
Robert Sznewajs
                                            Title ______________________________

Date: __________________________            Date: ______________________________

                                            WEST COAST BANK

                                            By:_________________________________

                                            Title: _____________________________

                                            Date: ______________________________

Page 18 CHANGE IN CONTROL AGREEMENT