Exhibit 10.2

     WEST
COAST BANCORP
2002 STOCK INCENTIVE PLAN
(As amended through September 27, 2006)

SECTION 1.    
Purpose; Definitions 

     The purpose
of the Plan is to give the Company a competitive advantage in attracting,
retaining and motivating officers, employees, directors and/or consultants and
to provide the Company and its Subsidiaries and Affiliates with a stock plan
providing incentives for future performance of services directly linked to the
profitability of the Company's businesses and increases in Company shareholder
value. 

     For purposes of the Plan, the
following terms are defined as set forth below: 

     (a)
"Affiliate" means a corporation or other
entity controlled by, controlling or under common control with the Company.


     (b) "Award" means a Stock Option, Restricted Stock, or other stock-based
award. 

     (c) "Board" means the Board of Directors of the Company. 

     (d)
"Cause" means, unless otherwise provided by
the Committee, (1) "Cause" as defined in any Individual Agreement to which the
participant is a party, or (2) if there is no such Individual Agreement or if it
does not define Cause: (A) conviction of the participant for committing a felony
under federal law or the law of the state in which such action occurred, (B)
willful and deliberate failure on the part of the participant to perform his or
her employment duties in any material respect, or (C) prior to a Change in
Control, such other events as shall be determined by the Committee.

     (e)
"Change in Control" and "Change in Control Price"
have the meanings set forth in Sections 9(b) and (c), respectively. 

     (f)
"Code" means the Internal Revenue Code of
1986, as amended from time to time, and any successor thereto. 

     (g)
"Commission" means the Securities and
Exchange Commission or any successor agency.

     (h)
"Committee" means the Committee referred to
in Section 2.

     (i)
"Common Stock" means common stock, no par
value per share, of the Company.

     (j)
"Company" means West Coast Bancorp, an Oregon
corporation. 

     (k)
"Covered Employee" means a participant
designated prior to the grant of Restricted Stock by the Committee who is or may
be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which the Company is expected to be
entitled to a federal income tax deduction with respect to the Award.


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     (l)
"Disability" means, unless otherwise provided
by the Committee, (1) "Disability" as defined in any Individual Agreement to
which the participant is a party, or (2) if there is no such Individual
Agreement or it does not define "Disability," permanent and total disability as
determined under the Company's Long-Term Disability Plan applicable to the
participant. 

     (m)
"Eligible Individuals" mean directors,
officers, employees and consultants of the Company or any of its Subsidiaries or
Affiliates, and prospective employees and consultants who have accepted offers
of employment or consultancy from the Company or its Subsidiaries or Affiliates,
who are or will be responsible for or contribute to the management, growth or
profitability of the business of the Company, or its Subsidiaries or Affiliates.


     (n)
"Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time, and any successor thereto.


     (o) "Fair
Market Value" means, except as otherwise
provided by the Committee, as of any given date, the closing reported sales
price on such date (or, if there are no reported sales on such date, on the last
date prior to such date on which there were sales) of the Common Stock on the
New York Stock Exchange Composite Tape or, if not listed on such exchange, on
any other national securities exchange on which the Common Stock is listed or on
NASDAQ. If there is no regular public trading market for such Common Stock, the
Fair Market Value of the Common Stock shall be determined by the Committee in
good faith. 

     (p)
"Incentive Stock Option" means any Stock
Option designated as, and qualified as, an "incentive stock option" within the
meaning of Section 422 of the Code. 

     (q)
“Individual Agreement” means an employment,
consulting or similar agreement between a participant and the Company or one of
its Subsidiaries or Affiliates, and, after a Change in Control, a change in
control or salary continuation agreement between a participant and the Company
or one of its Subsidiaries or Affiliates. If a participant is party to both an
employment agreement and a change in control or salary continuation agreement,
the employment agreement shall be the relevant "Individual Agreement" prior to a
Change in Control, and, the change in control or salary continuation agreement
shall be the relevant "Individual Agreement" after a Change in Control.


     (r)
"NonQualified Stock Option" means any Stock
Option that is not an Incentive Stock Option. 

     (s)
"Qualified Performance-Based Award" means an
Award of Restricted Stock designated as such by the Committee at the time of
grant, based upon a determination that (i) the recipient is or may be a "covered
employee" within the meaning of Section 162(m)(3) of the Code in the year in
which the Company would expect to be able to claim a tax deduction with respect
to such Restricted Stock, and (ii) the Committee wishes such Award to qualify
for the Section 162(m) Exemption. 

     (t)
"Performance Goals" means the performance
goals established by the Committee in connection with the grant of Restricted
Stock. In the case of Qualified Performance-Based Awards, (i) such goals shall
be based on the attainment of specified levels of one or more of the following
measures: earnings, earnings per share, return on
equity, return on assets, asset quality, net interest margin, loan portfolio
growth, efficiency ratio, deposit portfolio growth, and
liquidity, and (ii) such Performance Goals shall be set by the Committee within the
time period prescribed by Section 162(m) of the Code and related
regulations.

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     (u)
"Plan" means the West Coast Bancorp 2002
Stock Incentive Plan, as set forth herein and as hereinafter amended from time
to time. 

     (v) "Restricted
Stock" means an Award granted under Section
6. 

     (w) "Restricted Stock
Agreement” has the meaning set forth in
Section 6(c)(vi) of the Plan. 

     (x)
"Retirement" means, except as otherwise
provided by the Committee, retirement from active employment with the Company, a
Subsidiary or Affiliate at or after the attainment of age 55 and with five years
or more of employment service with the Company, a Subsidiary or Affiliate.


     (y) "Rule
16b-3" means Rule 16b-3, as promulgated by
the Commission under Section 16(b) of the Exchange Act, as amended from time to
time. 

     (z)
"Section 162(m) Exemption" means the
exemption from the limitation on deductibility imposed by Section 162(m) of the
Code that is set forth in Section 162(m)(4)(C) of the Code. 

     (aa) "Stock
Option" means an Award granted under Section
5. 

     (bb)
"Subsidiary" means any corporation,
partnership, joint venture or other entity during any period in which at least a
50 percent voting or profits interest is owned, directly or indirectly, by the
Company or any successor to the Company. 

     (cc)
"Termination of Employment" means the
termination of the participant's employment with, or performance of services
for, the Company and any of its Subsidiaries or Affiliates. A participant
employed by, or performing services for, a Subsidiary or an Affiliate shall also
be deemed to incur a Termination of Employment if the Subsidiary or Affiliate
ceases to be such a Subsidiary or an Affiliate, as the case may be, and the
participant does not immediately thereafter become an employee of, or
service-provider for, the Company or another Subsidiary or Affiliate. Temporary
absences from employment because of illness, vacation or leave of absence and
transfers among the Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment. 

     In addition,
certain other terms used herein have definitions given to them in the first
place in which they are used. 

SECTION 2.    
Administration 

     The Plan
shall be administered by the Board directly, or if the Board elects, by the
Compensation and Personnel Committee or such other committee of the Board as the
Board may from time to time designate, which committee shall be composed of not
less than two directors, and shall be appointed by and serve at the pleasure of
the Board. Notwithstanding the foregoing or any other provision of the Plan to
the contrary, all Performance Goals will be established and administered and all
Qualified Performance-Board Awards will be granted to any "covered employee"
within the meaning of Section 162(m)(3) of the Code,
only by either (a) the Board as a whole in a proceeding in which all members of
the Board who are or may be "covered employees" recuse themselves from
consideration and approval of such goals or Awards, or (b) a duly authorized
committee consisting of two or more "outside directors" as that term is defined
in Section 162(m) of the Code. All references in the Plan to the "Committee" refer to the Board as a whole, unless a separate
committee has been designated or authorized consistent with the
foregoing.

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     The
Committee shall have plenary authority to grant Awards pursuant to the terms of
the Plan to Eligible Individuals. 

     Among other things, the Committee
shall have the authority, subject to the terms of the Plan: 

     (a) To select the Eligible
Individuals to whom Awards may from time to time be granted; 

     (b) To
determine whether and to what extent Incentive Stock Options, NonQualified Stock
Options and Restricted Stock or any combination thereof are to be granted
hereunder; 

     (c) To
determine the number of shares of Common Stock to be covered by each Award
granted hereunder; 

     (d) To
determine the terms and conditions of any Award granted hereunder (including,
but not limited to, the option price (subject to Section 5(a)), any vesting
condition, restriction or limitation (which may be related to the performance of
the participant, the Company or any Subsidiary or Affiliate) and any vesting
acceleration or forfeiture waiver regarding any Award and the shares of Common
Stock relating thereto, based on such factors as the Committee shall determine;


     (e) To
modify, amend or adjust the terms and conditions of any Award (subject to
Sections 5(a) and 5(b)), at any time or from time to time, including but not
limited to Performance Goals; provided, however, that the Committee may not
adjust upwards the amount payable with respect to any Qualified
Performance-Based Award; 

     (f) To
determine to what extent and under what circumstances Common Stock and other
amounts payable with respect to an Award shall be deferred; and 

     (g) To
determine under what circumstances an Award may be settled in cash or Common
Stock under Section 5(d). 

     The
Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan. 

     The
Committee may act only by a majority of its members then in office, except that
the Committee may, except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time. 

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     Any
determination made by the Committee or pursuant to delegated authority pursuant
to the provisions of the Plan with respect to any Award shall be made in the
sole discretion of the Committee or such delegate at the time of the grant of
the Award or, unless in contravention of any express term of the Plan, at any
time thereafter. All decisions made by the Committee or any appropriately
delegated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company and Plan participants. 

     Any
authority granted to the Committee may also be exercised by the full Board,
except to the extent that the grant or exercise of such authority would cause
any Award or transaction to become subject to (or lose an exemption under) the
short-swing profit recovery provisions of Section 16 of the Exchange Act or
cause an Award designated as a Qualified Performance-Based Award not to qualify
for, or to cease to qualify for, the Section 162(m) Exemption. To the extent
that any permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control. 

SECTION
3.     Common Stock Subject to Plan 

     The maximum
number of shares of Common Stock that may be delivered to participants and their
beneficiaries under the Plan shall be 1,900,000. No more than 488,000 shares may
be issued as Restricted Stock or be based upon the Common Stock pursuant to
Section 8 of the Plan. No participant may be granted Stock Options covering in
excess of 300,000 shares of Common Stock in any fiscal year of the Company.
Shares subject to an Award under the Plan may be authorized and unissued shares.
No further awards will be granted under the Company's 1999 Stock Option Plan,
2000 Restricted Stock Plan and Amended and Restated 1995 Director Stock Option
Plan. 

     If any Award
is forfeited, or if any Stock Option terminates, expires or lapses without being
exercised, the shares of Common Stock subject to such Awards shall again be
available for distribution in connection with Awards under the Plan.

     In the event
of a stock split (including a reverse stock split), a dividend or distribution
paid in Common Stock, or a recapitalization of or affecting Common Stock, the
aggregate number and kind of shares reserved for issuance under the Plan, the
maximum limitation upon the number of shares that may be issued as Restricted
Stock or subject to Stock Options to be granted to a single participant in any
fiscal year under the Plan, the number, kind, and option price per share subject
to each outstanding Stock Option, and the number and kind of shares subject to
other Awards granted under the Plan, will automatically be adjusted
proportionately, or substituted, to reflect the effect of such stock split,
distribution paid in Common Stock, or recapitalization. 

     In the event
of any merger or consolidation, separation (including a spin off), a
reorganization (whether or not such reorganization comes within the definition
of such term in Section 368 of the Code), any partial or complete liquidation,
or any other change in corporate capitalization not specifically addressed
above, the Committee or Board may make such adjustments or substitution in the
aggregate number and kind of shares reserved for issuance under the Plan, the
maximum limitation upon the number of shares that may be issued as Restricted
Stock or subject to Stock Options to be granted to a single participant under
the Plan, in the number, kind, and option price per share subject to outstanding
Stock Options, in the number and kind of shares subject to other outstanding
Awards under the Plan and/or such other equitable adjustments or substitutions
as it may determine to be appropriate in its sole discretion. 

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     Notwithstanding the foregoing, the number of shares subject to any Award
shall always be a whole number which shall be obtained by rounding all
calculations up to the nearest whole share. 

SECTION 4.    
Eligibility 

     Awards may be granted under the Plan
to Eligible Individuals. 

SECTION 5.    
Stock Options 

     Stock
Options may be granted alone or in addition to other Awards granted under the
Plan and may be of two types: Incentive Stock Options and NonQualified Stock
Options. Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve. 

     The Committee shall have the
authority to grant any optionee Incentive Stock Options, NonQualified Stock Options or both types of Stock Options;
provided, however, that grants hereunder are subject to the aggregate limit on grants to
individual participants set forth in Section 3. Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries or parent
corporation (within the meaning of Section 424(f) of the Code). To the extent
that any Stock Option is not designated as an Incentive Stock Option or even if
so designated does not qualify as an Incentive Stock Option on or subsequent to
its grant date, it shall constitute a NonQualified Stock Option. 

     Stock
Options shall be evidenced by option agreements, the terms and provisions of
which may differ. An option agreement shall indicate on its face whether it is
intended to be an agreement for an Incentive Stock Option or a NonQualified
Stock Option. The grant of a Stock Option shall occur on the date the Committee
by resolution selects an Eligible Individual to receive a grant of a Stock
Option, determines the number of shares of Common Stock to be subject to such
Stock Option to be granted to such Eligible Individual and specifies the terms
and provisions of the Stock Option. The Company shall notify an Eligible
Individual of any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to the
participant. Such agreement or agreements shall become effective upon execution
by the Company and the participant. 

     Stock
Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions as the
Committee shall deem desirable: 

     (a) Option Price. The option
price per share of Common Stock purchasable under a Stock Option shall be
determined by the Committee and set forth in the option agreement, and shall not
be less than the Fair Market Value of the Common Stock subject to the Stock
Option on the date of grant. 

     (b)
Option Term. The term of each Stock Option
shall be fixed by the Committee, but no Stock Option shall be exercisable more
than 10 years after the date the Stock Option is granted. 

     (c)
Exercisability. Except as otherwise provided
herein, Stock Options shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Committee. If the
Committee provides that any Stock Option is exercisable only in installments,
the Committee may at any time waive such installment exercise provisions, in
whole or in part, based on such factors as the Committee may determine. In
addition, the Committee may at any time accelerate the exercisability of any
Stock Option. 

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     (d)
Method of Exercise. Subject to the provisions
of this Section 5, Stock Options may be exercised, in whole or in part, at any
time during the option term by giving written notice of exercise to the Company
specifying the number of shares of Common Stock subject to the Stock Option to
be purchased. 

     Such notice
shall be accompanied by payment in full of the purchase price by certified or
bank check or such other instrument as the Company may accept. If approved by
the Committee, payment, in full or in part, may also be made in the form of
unrestricted Common Stock (by delivery of such shares or by attestation) already
owned by the optionee of the same class as the Common Stock subject to the Stock
Option (based on the Fair Market Value of the Common Stock on the date the Stock
Option is exercised); provided,
however, that, in the case of an Incentive
Stock Option, the right to make a payment in the form of already owned shares of
Common Stock of the same class as the Common Stock subject to the Stock Option
may be authorized only at the time the Stock Option is granted.

     If approved
by the Committee, payment in full or in part may also be made by delivering a
properly executed exercise notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the purchase price, and, if
requested, by the amount of any federal, state, local or foreign withholding
taxes. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms. 

     In addition,
if approved by the Committee, payment in full or in part may also be made by
instructing the Company to withhold a number of such shares having a Fair Market
Value on the date of exercise equal to the aggregate exercise price of such
Stock Option. The Committee may also provide for Company loans to be made for
purposes of the exercise of Stock Options. 

     No shares of
Common Stock shall be issued until full payment therefor has been made. Except
as otherwise provided in Section 5(o) below, an optionee shall have all of the
rights of a shareholder of the Company holding the class or series of Common
Stock that is subject to such Stock Option (including, if applicable, the right
to vote the shares and the right to receive dividends), when the optionee has
given written notice of exercise, has paid in full for such shares and, if
requested, has given the representation described in Section 12(a). 

     (e)
Nontransferability of Stock Options. No Stock
Option shall be transferable by the optionee other than (i) by will or by the
laws of descent and distribution; or (ii) in the case of a NonQualified Stock
Option, as otherwise expressly permitted by the Committee including, if so
permitted, pursuant to a transfer to such optionee's immediate family (as
defined by the Committee), whether directly or indirectly or by means of a trust
or partnership or otherwise. All Stock Options shall be exercisable, subject to
the terms of this Plan, only by the optionee, the guardian or legal
representative of the optionee, or any person to whom such option is transferred
pursuant to this paragraph, it being understood that the term "holder" and
"optionee" include such guardian, legal representative and other transferee.


     (f)
Termination by Reason of Death. Unless
otherwise determined by the Committee, if an optionee incurs a Termination of
Employment by reason of death, any Stock Option held by such optionee shall
immediately vest in full and may thereafter be exercised until the expiration of
the stated term of such Stock Option. In the event of Termination of Employment
by reason of death, if an Incentive Stock Option is exercised after the
expiration of the post-termination exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a NonQualified Stock Option.

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     (g)
Termination by Reason of Disability. Unless
otherwise determined by the Committee, if an optionee incurs a Termination of
Employment by reason of Disability, any Stock Option held by such optionee shall
immediately vest in full and may thereafter be exercised until the expiration of
the stated term of such Stock Option. In the event of Termination of Employment
by reason of Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a NonQualified Stock
Option. 

     (h)
Termination by Reason of Retirement. Unless
otherwise determined by the Committee, if an optionee incurs a Termination of
Employment by reason of Retirement, any Stock Option held by such optionee shall
immediately vest in full and may thereafter be exercised until the expiration of
the stated term of such Stock Option. In the event of Termination of Employment
by reason of Retirement, if an Incentive Stock Option is exercised after the
expiration of the post-termination exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated as a
NonQualified Stock Option. 

     (i)
Termination by the Company for Cause. Unless
otherwise determined by the Committee, if an optionee incurs a Termination of
Employment for Cause, all Stock Options held by such optionee, whether vested or
unvested, shall thereupon terminate. 

     (j) Other
Termination. Unless otherwise determined by
the Committee, if an optionee incurs a Termination of Employment for any reason
other than death, Disability, or Retirement, or for Cause, and except as set
forth in Section 5(i) above, any Stock Option held by such optionee, to the
extent it was then exercisable at the time of termination, or on such
accelerated basis as the Committee may determine, may be exercised for the
lesser of three months from the date of such Termination of Employment or the
balance of such Stock Option's stated term; provided, however, that if the
optionee dies within such three-month period, any unexercised Stock Option held
by such optionee shall, notwithstanding the expiration of such three-month
period, continue to be exercisable to the extent to which it was exercisable at
the time of death for a period of 12 months from the date of such death or until
the expiration of the stated term of such Stock Option, whichever period is the
shorter. If an Incentive Stock Option is exercised after the expiration of the
post-termination exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a NonQualified Stock
Option. 

     (k)
Additional Rules for Incentive Stock Options. Notwithstanding anything contained herein to the contrary, no Stock
Option which is intended to qualify as an Incentive Stock Option may be granted
to any Eligible Employee who at the time of such grant owns stock possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or of any Subsidiary, unless at the time such Stock Option is
granted the option price is at least 110 percent of the Fair Market Value of a
share of Common Stock and such Stock Option by its terms is not exercisable
after the expiration of five years from the date such Stock Option is granted.
In addition, the aggregate Fair Market Value of the Common Stock (determined at
the time a Stock Option for the Common Stock is granted) for which Incentive
Stock Options are exercisable for the first time by an optionee during any
calendar year, under all of the incentive stock option plans of the Company and
of any Subsidiary, may not exceed $100,000. To the extent a Stock Option that by
its terms was intended to be an Incentive Stock Option exceeds this $100,000
limit, the portion of the Stock Option in excess of such limit shall be treated
as a NonQualified Stock Option.

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     (l)
Cashing Out of Stock Option. On receipt of
written notice of exercise, the Committee may elect to cash out all or part of
the portion of the shares of Common Stock for which a Stock Option is being
exercised by paying the optionee an amount, in cash or Common Stock, equal to
the excess of the Fair Market Value of the Common Stock over the option price
times the number of shares of Common Stock for which the Option is being
exercised on the effective date of such cash-out. 

     (m)
Certain Terminations Prior to a Change in Control. Unless otherwise determined by the Committee, notwithstanding any other
provision of this Plan to the contrary, in the event an optionee incurs a
Termination of Employment by the Company other than for Cause at any time after
the Company executes an agreement that provides for a transaction that if
consummated would constitute a Change in Control, but before the actual
occurrence of such Change in Control, and, thereafter, such Change in Control
actually occurs, then, upon such Change in Control, any Stock Option held by
such optionee prior to such Termination of Employment shall immediately vest in
full and may thereafter be exercised by the optionee until expiration of the
stated term of such Stock Option. If an Incentive Stock Option is exercised
after the expiration of the post-termination exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option. 

     (n)
Change in Control Cash-Out. If the Committee
shall determine at the time of grant of an Option or thereafter, then,
notwithstanding any other provision of the Plan, during the 60-day period from
and after a Change in Control (the "Exercise Period"), an optionee shall have
the right, whether or not the Stock Option is fully exercisable and in lieu of
the payment of the option price for the shares of Common Stock being purchased
under the Stock Option and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of the Stock Option to the Company and
to receive cash, within 30 days of such election, in an amount equal to the
amount by which the Change in Control Price per share of Common Stock on the
date of such election shall exceed the exercise price per share of Common Stock
under the Stock Option (the "Spread") multiplied by the number of shares of
Common Stock granted under the Stock Option as to which the right granted under
this Section 5(n) shall have been exercised. 

     (o)
Deferral of Option Shares. The Committee may
from time to time establish procedures pursuant to which an optionee may elect
to defer, until a time or times later than the exercise of an Option, receipt of
all or a portion of the shares of Common Stock subject to such Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all on
such terms and conditions as the Committee shall determine. If any such
deferrals are permitted, then notwithstanding Section 5(d) above, an optionee
who elects such deferral shall not have any rights as a stockholder with respect
to such deferred shares unless and until shares are actually delivered to the
optionee with respect thereto, except to the extent otherwise determined by the
Committee. 

SECTION 6.    
Restricted Stock 

     (a)
Administration. Shares of Restricted Stock
may be awarded either alone or in addition to other Awards granted under the
Plan. The Committee shall determine the Eligible Individuals to whom and the
time or times at which grants of Restricted Stock will be awarded, the number of
shares to be awarded to any Eligible Individual, the conditions for vesting, the
time or times within which such Awards may be subject to forfeiture and any
other terms and conditions of the Awards, in addition to those contained in
Section 6(c). 

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     (b)
Awards and Certificates. Shares of Restricted
Stock shall be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of one or more stock certificates.
Any certificate issued in respect of shares of Restricted Stock shall be
registered in the name of such participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form: 

"The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the West Coast
Bancorp 2002 Stock Incentive Plan and a Restricted Stock Agreement. Copies of
such Plan and Agreement are on file at the offices of West Coast Bancorp, 5335
Meadows Road, Suite 201, Lake Oswego, Oregon 97035." 

The Committee may require that the
certificates evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed and that, as a condition of any Award of
Restricted Stock, the participant shall have delivered a stock power, endorsed
in blank, relating to the Common Stock covered by such Award. 

     (c) Terms
and Conditions. Shares of Restricted Stock
shall be subject to the following terms and conditions: 

     (i) The Committee may, prior to or at the time of grant,
designate an Award of Restricted Stock as a Qualified Performance-Based Award,
in which event it shall condition the grant or vesting, as applicable, of such
Restricted Stock upon the attainment of Performance Goals. If the Committee does
not designate an Award of Restricted Stock as a Qualified Performance-Based
Award, it may also condition the grant or vesting thereof upon the attainment of
Performance Goals. Regardless of whether an Award of Restricted Stock is a
Qualified Performance-Based Award, the Committee may also condition the grant or
vesting thereof upon the continued service of the participant. The conditions
for grant or vesting and the other provisions of Restricted Stock Awards
(including without limitation any applicable Performance Goals) need not be the
same with respect to each recipient. The Committee may at any time, in its sole
discretion, accelerate or waive, in whole or in part, any of the foregoing
restrictions (other than, in the case of Restricted Stock which is a Qualified
Performance-Based Award, satisfaction of the applicable Performance Goals,
unless the participant's employment is terminated by reason of death or
Disability). No more than 113,322 shares of Common Stock may be subject to Qualified
Performance-Based Awards granted to any participant during the term of the Plan.


     (ii) Subject to the provisions of the Plan and the Restricted
Stock Agreement referred to in Section 6(c)(vi), during the period, if any, set
by the Committee, commencing with the date of such Award for which such
participant's continued service is required (the "Restriction Period"), and
until the later of (i) the expiration of the Restriction Period and (ii) the
date the applicable Performance Goals (if any) are satisfied, the participant
shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
shares of Restricted Stock; provided that the foregoing shall not
prevent a participant from pledging Restricted Stock as security for a loan, the
sole purpose of which is to provide funds to pay the option price for Stock
Options. 

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     (iii) Except as provided in this paragraph (iii) and Sections
6(c)(i) and 6(c)(ii) and the Restricted Stock Agreement, the participant shall
have, with respect to the shares of Restricted Stock, all of the rights of a
stockholder of the Company holding the class or series of Common Stock
that is the subject of the Restricted Stock, including, if applicable, the right
to vote the shares and the right to receive any dividends. If so determined by
the Committee in the applicable Restricted Stock Agreement and subject to
Section 12(e) of the Plan, (A) cash dividends on the class or series of Common
Stock that is the subject of the Restricted Stock Award shall be automatically
deferred and reinvested in additional Restricted Stock, and shall, as determined
by the Committee, either be (i) held subject to the vesting of the underlying
Restricted Stock, or held subject to meeting Performance Goals applicable only
to dividends, or (ii) distributed in full or in part without regard to the
vested status of the underlying Restricted Stock and (B) dividends payable in
Common Stock shall be paid in the form of Restricted Stock of the same class as
the Common Stock with which such dividend was paid, and shall, as determined by
the Committee, be either (i) held subject to the vesting of the underlying
Restricted Stock, or held subject to meeting Performance Goals applicable only
to dividends, or (ii) distributed in full or in part without regard to the
vested status of the underlying Restricted Stock.

     (iv) Except to the extent otherwise provided in the applicable
Restricted Stock Agreement or Section 6(c)(i), 6(c)(ii), 6(c)(v), 6(d) or
9(a)(ii), upon a participant's Termination of Employment for any reason during
the Restriction Period or before the applicable Performance Goals are satisfied,
all shares still subject to restriction shall be forfeited by the participant;
provided,
however,
that the Committee shall have the discretion to waive, in whole or in part, any
or all remaining restrictions (other than, in the case of Restricted Stock which
is a Qualified Performance-Based Award, satisfaction of the applicable
Performance Goals, unless the participant's employment is terminated by reason
of death or Disability) with respect to any or all of such participant's shares
of Restricted Stock. 

     (v) If and when any applicable Performance Goals are satisfied
and the Restriction Period expires without a prior forfeiture of the Restricted
Stock, unlegended certificates for such shares shall be delivered to the
participant upon surrender of the legended certificates. 

     (vi) Each Award shall be confirmed by, and be subject to, the
terms of a Restricted Stock Agreement. 

     (d)
Termination of Employment due to Death or Disability. Unless otherwise determined by the Committee, upon a participant's
Termination of Employment by reason of death or Disability, the restrictions,
including any Performance Goals, and deferral limitations applicable to any
Restricted Stock shall lapse (with respect to Performance Goals, be deemed
earned in full), and such Restricted Stock shall become free of all restrictions
and become fully vested and transferable to the full extent of the original
grant. 

SECTION 7.    
[Intentionally Left Blank] 

SECTION 8.   
 Other Stock-Based Awards 

     Other Awards
of Common Stock and other Awards that are valued in whole or in part by
reference to, or are otherwise based upon, Common Stock, including (without
limitation) dividend equivalents and convertible debentures, may be granted
either alone or in conjunction with other Awards granted under the Plan.


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SECTION 9.    
Change in Control Provisions 

     (a) Impact of Event.
Notwithstanding any other provision of this Plan to the contrary, in the event a
recipient of an Award incurs a Termination of Employment by the Company or a
successor other than for Cause during the 24-month period following a Change in
Control: 

     (i) Any Stock Options held by an optionee which are not then
exercisable and vested, shall become fully exercisable and vested to the full
extent of the original grant, and all Stock Options shall be exercisable until
expiration of the stated term of such Stock Options. 

     (ii) The restrictions, including any Performance Goals, and
deferral limitations applicable to any Restricted Stock shall lapse (with
respect to Performance Goals, be deemed earned in full), and such Restricted
Stock shall become free of all restrictions and become fully vested and
transferable to the full extent of the original grant. 

     (iii) The Committee may also make additional adjustments
and/or settlements of outstanding Awards as it deems appropriate and consistent
with the Plan's purposes.

     (b) Definition of Change in Control. For
purposes of the Plan, a "Change in Control" shall mean the happening of any of
the following events: 

     (i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30 percent or more of either (1) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or (2) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change of
Control: (1) any acquisition directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (4) any acquisition by any corporation pursuant to a transaction
which complies with clauses (1), (2) and (3) of subsection (iii) of this Section
9(b); or 

     (ii) Individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the effective date of the Plan whose election,
or nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board; or 

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     (iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (1) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50 percent of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (2) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 30 percent or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination, and (3) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or 

     (iv) The approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

     (c) Change in Control Price. For purposes
of the Plan, "Change in Control Price" means the higher of (i) the highest
reported sales price, regular way, of a share of Common Stock in any transaction
reported on the New York Stock Exchange Composite Tape or other national
exchange on which such shares are listed or on NASDAQ during the 60-day period
prior to and including the date of a Change in Control or (ii) if the Change in
Control is the result of a tender or exchange offer or a Business Combination,
the highest price per share of Common Stock paid in such tender or exchange
offer or Business Combination; provided,
however, that in the case of Incentive Stock
Options, the Change in Control Price shall be in all cases the Fair Market Value
of the Common Stock on the date such Incentive Stock Option is exercised. To the
extent that the consideration paid in any such transaction described above
consists all or in part of securities or other noncash consideration, the value
of such securities or other noncash consideration shall be determined in the
sole discretion of the Board. 

SECTION 10.    
Term, Amendment and Termination 

     The Plan
will terminate on the tenth anniversary of the effective date of the Plan. Under
the Plan, Awards outstanding as of such date shall not be affected or impaired
by the termination of the Plan. 

     The Board
may amend, alter, or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would materially and adversely impair the
rights of an optionee under a Stock Option or a recipient of a Restricted Stock
Award or other stock-based Award theretofore granted without the optionee's or
recipient's consent, except such an amendment made to comply with applicable
law, stock exchange rules or accounting rules. In addition, no such amendment
shall be made without the approval of the Company's stockholders to the extent
such approval is required by applicable law or stock exchange rules. 

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     The
Committee may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall materially
and adversely impair the rights of any holder without the holder's consent,
except such an amendment made to cause the Plan or Award to comply with
applicable law, stock exchange rules or accounting rules. 

     Subject to
the above provisions, the Board shall have authority to amend the Plan to take
into account changes in law and tax and accounting rules as well as other
developments, and to grant Awards which qualify for beneficial treatment under
such rules without stockholder approval. 

SECTION 11.    
Unfunded Status of Plan 

     It is
presently intended that the Plan constitute an "unfunded" plan for incentive and
deferred compensation. The Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to deliver
Common Stock or make payments; provided,
however, that unless the Committee otherwise
determines, the existence of such trusts or other arrangements is consistent
with the "unfunded" status of the Plan. 

SECTION 12.    
General Provisions 

     (a) The
Committee may require each person purchasing or receiving shares pursuant to an
Award to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to the distribution thereof. The
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. 

     Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions: 

     (i) Listing or approval for listing upon notice of issuance,
of such shares on the New York Stock Exchange, Inc., or such other securities
exchange as may at the time be the principal market for the Common Stock;


     (ii) Any registration or other qualification of such shares of
the Company under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the Committee
shall, in its absolute discretion upon the advice of counsel, deem necessary or
advisable; and 

     (iii) Obtaining any other consent, approval, or permit from
any state or federal governmental agency which the Committee shall, in its
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable. 

     (b) Nothing
contained in the Plan shall prevent the Company or any Subsidiary or Affiliate
from adopting other or additional compensation arrangements for its employees.


     (c) The Plan
shall not constitute a contract of employment, and adoption of the Plan shall
not confer upon any employee any right to continued employment, nor shall it
interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any employee at any time. 

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     (d) No later
than the date as of which an amount first becomes includible in the gross income
of the participant for federal income tax purposes with respect to any Award
under the Plan, the participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state, local
or foreign taxes of any kind required by law to be withheld with respect to such
amount. Unless otherwise determined by the Company, withholding obligations may
be settled with Common Stock, including Common Stock that is part of the Award
that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and the
Company and its Affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment otherwise due to the participant. The
Committee may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding obligations with
Common Stock. 

     (e)
Reinvestment of dividends in additional Restricted Stock at the time of any
dividend payment shall only be permissible if sufficient shares of Common Stock
are available under Section 3 for such reinvestment (taking into account then
outstanding Stock Options and other Awards). 

     (f) The
Committee shall establish such procedures as it deems appropriate for a
participant to designate a beneficiary to whom any amounts payable in the event
of the participant's death are to be paid or by whom any rights of the
participant, after the participant's death, may be exercised. 

     (g) In the
case of a grant of an Award to any employee of a Subsidiary of the Company, the
Company may, if the Committee so directs, issue or transfer the shares of Common
Stock, if any, covered by the Award to the Subsidiary, for such lawful
consideration as the Committee may specify, upon the condition or understanding
that the Subsidiary will transfer the shares of Common Stock to the employee in
accordance with the terms of the Award specified by the Committee pursuant to
the provisions of the Plan. All shares of Common Stock underlying Awards that
are forfeited or canceled should revert to the Company. 

     (h) The Plan
and all Awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Oregon, without reference
to principles of conflict of laws. 

     (i) Except
as otherwise provided in Section 5(e) by the Committee, Awards under the Plan
are not transferable except by will or by laws of descent and distribution.


SECTION 13.    
Effective Date of Plan 

     The Plan
shall be effective as of the date it is adopted by the Board, subject to
approval of the Plan by the affirmative vote of a majority of the votes cast
with respect to the plan at a meeting of stockholders. 

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