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EXHIBIT 10.2




NON-COMPETITION AND NON-SOLICITATION AGREEMENT




     This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is dated as of February
1, 2006, by and between [name] (“Director”) and West Coast Bancorp, an Oregon corporation
(“Bancorp”), and West Coast Bank, an Oregon state-chartered bank and wholly-owned subsidiary of
Bancorp (“WCB”).



RECITALS




     WHEREAS, Director is a director of Mid-Valley Bank, an Oregon state-chartered bank with its
principal place of business in Woodburn, Oregon (“Mid-Valley”); and



     WHEREAS, Bancorp and Mid-Valley have proposed to enter into an Agreement and Plan of Merger,
dated as of the date hereof (the “Merger Agreement”), by and among Bancorp, WCB, and Mid-Valley,
and Director will receive such consideration as is set forth in the Merger Agreement for all of
Director’s shares of common stock of Mid-Valley and options to purchase such shares; and



     WHEREAS, in order to induce Bancorp and WCB to enter into the Merger Agreement and to minimize
the risk that Bancorp and WCB will lose the benefit of the goodwill and other assets being
acquired, Director has agreed to restrict his or her activities in accordance with the terms and
conditions of this Agreement;



     NOW, THEREFORE, in consideration of the foregoing, for good and valuable consideration and
with an intent to be legally bound, the parties agree as follows:



     1. AGREEMENT NOT TO COMPETE. Director agrees that for the period commencing on the Closing
Date (as defined in the Merger Agreement) and ending on the first anniversary of the Closing Date,
Director shall not, directly or indirectly, engage in or have any ownership interest in, or
participate in the financing, operation, management or control of, any corporation, bank, or other
entity or business that engages in any activity closely and customarily associated with commercial
banking or the operation of an institution the deposits of which are insured by the Federal Deposit Insurance Corporation (“Restricted
Business”) within Clackamas or Marion Counties in the state of Oregon; provided, that this
provision shall not prohibit Director from owning bonds, preferred stock and up to 5 percent of the
outstanding shares of common stock of any such entity.



     2. NO SOLICITATION. Director further agrees that he or she shall not, directly or indirectly,
during the period commencing on the Closing Date and ending on the first anniversary of the Closing
Date, and shall not cause or induce any corporation, partnership, limited liability company or
other entity to, (i) solicit any client or prospective client of Mid-Valley whose identity became
known to Director as part of his or her relationship with Mid-Valley (a “Client”) for any purpose
with respect to a Restricted Business or encourage any such person to reduce or refrain from doing
any business with Mid-Valley or WCB, (iii) interfere with or damage any relationship between WCB or
its affiliates and a Client, or (iv) solicit or encourage anyone who is an employee of WCB from and
after the Closing Date to resign or to apply for or accept employment with, or to act as an agent
for, any other business or enterprise. Nothing contained in this Agreement is intended to prohibit
general advertising or solicitation or




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to prohibit Director from soliciting any person whose employment has been terminated by Mid-Valley
or WCB.




     3. SPECIFIC PERFORMANCE. Director acknowledges that it would be impossible to determine the
amount of damages that would result from any breach of any of the provisions of this Agreement and
that the remedy at law for any breach, or threatened breach, of any of such provisions would be
inadequate and, accordingly, agrees that, in addition to any other rights or remedies which may be
available, Bancorp and WCB will be entitled to equitable and injunctive relief to restrain Director
from violating any provisions of this Agreement. In connection with any action or proceeding for
injunctive relief, Director hereby waives the claim or defense that a remedy at law is adequate and
agrees, to the maximum extent permitted by law, to have each such provision of this Agreement
specifically enforced against Director, without the necessity of posting bond or other security. In
the event that the provisions of this Agreement are deemed to exceed the duration or geographic
limitations or scope permitted by applicable law, then such provisions shall be reformed to the
maximum time or geographic limitations or scope, as the case may be, permitted by applicable law.



     4. TERMINATION OF AGREEMENT. This Agreement shall terminate on the date, if any, of
termination of the Merger Agreement in accordance with its terms. Upon such termination, no party
shall have any other obligations or liabilities hereunder.



     5. MISCELLANEOUS.



          a. Survival. This Agreement will survive any termination of Director’s service as a director
of Mid-Valley.




          b. Entire Agreement. This Agreement constitutes the entire agreement between the parties and
supersedes all other prior agreements and understandings, both written and oral, among the parties,
with respect to the subject matter hereof.




          c. Assignment. This Agreement may not be assigned without the prior written consent of the
other party hereto. Subject to the foregoing, this Agreement will be binding upon, inure solely to
the benefit of, and be enforceable by the parties and their respective successors, assigns, heirs,
executors, administrators and other legal representatives. This Agreement is not intended to confer
upon any person, other than the parties, any rights or remedies of any nature.




          d. Modifications. This Agreement may not be amended, altered or modified in any manner
whatsoever, except by a written instrument executed by the parties hereto.




          e. Governing Law. This Agreement will be governed and construed in accordance with the laws of
the State of Oregon without regard to any conflicts of law principles thereof.




          f. Counterparts. This Agreement may be executed in counterparts or by facsimile, each of which
will have the same effect as an original, and all of which will constitute one and the same
agreement.





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          g. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (with confirmation), mailed by registered or
certified mail (return receipt requested), or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a
party as shall be specified by like notice):




	 	 	 	 	 
	 	 	If to Bancorp or WCB, to:
	 
	 	 	 	 
	 	 	West Coast Bancorp
	 	 	5335 S.W. Meadows Road, Suite 201
	 	 	Lake Oswego, Oregon 97035
	 	 	Facsimile: (503)684-0781
	 	 	Attention: Robert D. Sznewajs President and Chief Executive Officer
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Miller Nash LLP
	 	 	111 S.W. Fifth Avenue, Suite 3400
	 	 	Portland, Oregon 97204
	 	 	Facsimile: (503)224-0155
	 	 	Attention: Mary Ann Frantz, Esq.
	 
	 	 	 	 
	 	 	If to Director, to the address noted on the signature page hereto.






          h. Attorney’s Fees. The prevailing party in any litigation or other proceeding relating to the
enforcement or interpretation of this Agreement may recover from the unsuccessful party or parties
all reasonable fees and disbursements of counsel relating to or arising out of (a) the proceeding
and (b) any post-judgment or post-award proceeding including, without limitation, one to enforce or
collect any judgment or award resulting from the proceeding, or any appeal therof.




     IN WITNESS WHEREOF, the parties have executed this Non-Competition and Non-Solicitation
Agreement as of the date first written above.



	 	 	 
	DIRECTOR:
	 	WEST COAST BANCORP

	 	 	By

	 
	 	 

	Name
	 	Its

	 
	 	 

	 	 	 

	Address for Notices:
	 	WEST COAST BANK

	 	 	By

	 
	 	 

	 	 	Its

	 
	 	 

	 	 	 

	 	 	 







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