Exhibit 10.4


AMENDMENT NO. 1


TO THE


WEST COAST BANK


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


FOR


DAVID L. PRYSOCK


Adopted:  On date of last signature below


Effective: July 1, 2005


RECITALS

	
  
A.
  	
  
Effective   August 1, 2003, West Coast Bank and West Coast Bancorp (collectively referred   to as “the Company”) adopted a Supplemental Executive Retirement Plan   (“SERP”) for David L. Prysock (the “Executive”).
  
	
  
 
  	
  
 
  
	
  
B.
  	
  
The SERP   provides that the Executive will receive an annual Normal Retirement Benefit   for 15 years. The other benefits payable under the SERP (Early Voluntary   Termination Benefit, Early Involuntary Termination Benefit, Disability   Benefit, Change in Control Benefit and Death Benefit) are all derived from   the Normal Retirement Benefit.
  
	
   
  	
  
 
  
	
  
C.
  	
  
The Normal   Retirement Benefit is a fixed dollar amount that is stated in Schedule A to   the SERP.  At the time the SERP was   adopted, this dollar amount represented thirty-five percent (35%) of the   Executive’s then current base salary.
  
	
  
 
  	
  
 
  
	
  
D.
  	
  
The Company   now desires to adjust the Executive’s SERP benefits to reflect the   Executive’s current base salary and to further provide that the Executive’s   SERP benefits will be automatically adjusted for future changes in the   Executive’s base salary.
  
	
  
 
  	
  
 
  
	
  
E.
  	
  
The   Executive understands that these changes may make the entire benefit accrued   under the SERP subject to the provisions of Internal Revenue Code § 409A   and is agreeable to making these changes.
  
	
  
 
  	
  
 
  
	
  
F.
  	
  
To implement these changes, the Company
and the Executive now agree to amend the SERP on the following—












TERMS AND CONDITIONS


PARAGRAPH 1: 
Subsection (a), “Amount of Benefit,” of Section 3.1, NORMAL RETIREMENT BENEFIT, of the SERP is amended as set forth on the attached
marked copy of page 3 of the SERP to provide that:

	
  
 
  	
  
(a)
  	
  
The Normal   Retirement Benefit will be defined as thirty-five percent (35%) of the   Executive’s base salary;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The Normal   Retirement Benefit will be automatically adjusted as of the effective date of   a change in the Executive’s base salary;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The other   benefits provided under the SERP will be adjusted accordingly; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
The Schedule   A to the SERP will be updated accordingly.
  




PARAGRAPH 2:  This amendment shall be effective as of July 1, 2005.


PARAGRAPH 3:  In all other respects, the SERP is ratified and affirmed.


To evidence the adoption of this Amendment No. 1, it has been signed by the Chair of the Compensation and Personnel Committee of the Board of Directors of West Coast Bancorp and West Coast Bank on behalf of the Company and by the Executive.

	
  
COMPANY:
  	
  
EXECUTIVE:
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
Compensation and Personnel
  	
  
/s/ David L.   Prysock
  
	
   
  	
  
Committee of   the Board of Directors
  	
  


  
	
  
 
  	
  
of West   Coast Bancorp and
  	
  
David L.   Prysock
  
	
  
 
  	
  
West Coast   Bank
  	
  
 
  
	
  
 
  	
  
 
  	
  
Date:   September 21, 2005
  



	
  
 
  	
  
By:
  	
  
/s/ Duane   McDougall
  	
  
 
  
	
  
 
  	
  
 
  	
  


  	
  
 
  
	
   
  	
  
 
  	
  
Duane   McDougall
  	
  
 
  
	
  
 
  	
  
 
  	
  
Chairman
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Date:  September 14, 2005
  	
  
 
  









	
  
2.14
  	
  
ROE   means, for any given Plan Year, the greater of:
  
	
   
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Bancorp’s   return on equity, which shall be determined under GAAP and expressed as a   percentage calculated by dividing its:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Annual net   income before common stock dividends are paid; by
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Average   annual common shareholder equity; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
Bancorp’s   adjusted return on equity which shall be determined by calculating the   percentage under subsection (a) above on an adjusted basis to address   the effects of items that are required to be included or excluded by GAAP for   that Plan Year, but would normally not be included or excluded from Bancorp’s   net income or shareholder equity.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.15
  	
  
TERMINATION EVENT   means the termination of the Executive’s employment under circumstances that   entitle the Executive to benefits under the Change In Control Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.16
  	
  
TERMINATION FOR   CAUSE OR TERMINATED FOR CAUSE means that the   Company has terminated the Executive’s employment for “cause” as defined in   the Change In Control Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  2.17
  	
  
TERMINATION OF   EMPLOYMENT means that the Executive’s employment   with the Company has terminated for any reason, voluntary or involuntary.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.18
  	
  
YEAR OF SERVICE   means a Plan Year in which:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
The Company   achieved an ROE of not less than ten percent (10%); and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The   Executive is actively at work with the Company or on a Company-approved leave   of absence at the end of that year.
  



ARTICLE 3
 BENEFITS DURING LIFETIME

	
  3.1
  	
  NORMAL RETIREMENT   BENEFIT.    Upon Termination of Employment on or after Normal Retirement Age for   reasons other than death, the Company shall pay the following benefit to the   Executive:
  
	
   
  	
   
  	
   
  
	
   
  	
  (a)
  	
  Amount of Benefit.  Subject to adjustment under   subsection (c) below and forfeiture under Article 7, the Normal   Retirement Benefit is the annual “Benefit Level” installment as shown in   Column (1) of Schedule A to this SERP.  This amount represents thirty-five percent (35%) of the Executive’s   current base salary, as adjusted from time to time.  On the effective date of an adjustment to the Executive’s base   pay, the Normal Retirement Benefit and all other benefits under this   Agreement shall be adjusted accordingly and the Schedule A shall be   updated accordingly.