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                                                                    EXHIBIT 10.5

                           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") and JAMES D.
BYGLAND ("Executive").

                                    RECITALS

A.       The Executive is employed by the Company as its Executive Vice
         President, Chief Information 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 following circumstances shall qualify as
                           "Cause" under this Agreement:

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

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

                           (C)      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;

                           (D)      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

                           (E)      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 Company
                                             specifying in detail the
                                             performance issues; and

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

         (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.

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                           (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;

                           (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

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                                    (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.

         (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 24 months after a Change in Control;

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                  (2)      The Company terminates the Executive's employment
                           other than for Cause, Disability or death within 24
                           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.

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 24 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

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                  (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 24 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

                           (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.

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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 two 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.

                  (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

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                                             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

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

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

                           (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.

         (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.

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                  (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).

                  (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 two 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;

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                  (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.

                  (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 401(k) Plan's profit-sharing
                                    contribution rate for the plan year in which
                                    the Termination Event occurs; or

                           (B)      If that rate has not been determined by the
                                    date of the Termination Event, the average
                                    of the profit-sharing contribution rate for
                                    the three plan years before the plan 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 $5,000 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.

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     (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.

          (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.

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     (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.

          (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.

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          (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.

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:

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          (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)  Twenty-four 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);

               (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.

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.

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     (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.

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.

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     (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. Acting on behalf of the Company at any of these
               meetings and discussions will be, at the discretion of its Chief
               Executive Officer, the Chief Executive Officer, the Executive
               Vice-President, Human Resources or both of them. The Chief
               Executive Officer and the Executive Vice-President, Human
               Resources will make their recommendation to the Committee for its
               decision on the matter. 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

               (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.

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          (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.

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     (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: _________________________________
James D. Bygland
                                        Title _______________________________

Date: ____________________________      Date: _______________________________


                                        WEST COAST BANK

                                        By:  _______________________________

                                        Title: _____________________________

                                        Date: _______________________________

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