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                                                                    EXHIBIT 10.6

                           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 DAVID L.
PRYSOCK ("Executive").

                                    RECITALS

A.   The Executive is employed by the Company as its Executive Vice President,
     Chief Credit 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: __________________________
David L. Prysock
                                                  Title ________________________

Date: ___________________________
                                                  Date: ________________________

                                                  WEST COAST BANK

                                                  By: __________________________

                                                  Title: _______________________

                                                  Date: ________________________

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