Exhibit 10.13


WEST COAST
BANCORP
DIRECTORS’ DEFERRED
COMPENSATION PLAN 

(2008
Restatement)

Originally Effective as of January 1,
2005

Restated Effective as of November 7,
2008
for Compliance with IRC § 409A

PREAMBLE 

This plan document, signed on November
7, 2008, by West Coast Bancorp, a corporation organized under the laws of the
State of Oregon and registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended, (“Bancorp”), sets forth the terms of the West
Coast Bancorp Directors’ Deferred Compensation Plan (the “Plan”), effective as
of November 7, 2008.

ARTICLE 1
PURPOSE 

	1.1		PURPOSE.
      Bancorp has established this Plan,
      originally effective as of January 1, 2005, for the benefit of its
      Directors and those of its Participating Subsidiaries. This Plan is
      primarily intended to allow these Directors to defer receipt of their
      directors’ fees on a tax-deferred basis. Bancorp anticipates that offering
      this deferred compensation arrangement will assist it and its subsidiaries
      in attracting, rewarding and retaining high-quality
Directors.
	              
      		 
	1.2		RESTATEMENT OF INTERIM
      PLAN DOCUMENT. The terms and conditions of the Plan were originally set
      forth in the Interim Plan Document for Operational Compliance with the
      American Jobs Creation Act, effective January 1, 2005 (the “Interim Plan
      Document”). As expressly stated in the Interim Plan Document, it was
      intended to be supplanted by a formal, permanent plan document following
      issuance of appropriate guidance by the Department of the Treasury and the
      Internal Revenue Service regarding the requirements for complying with
      Code § 409A (rules pertaining to the taxation of nonqualified deferred
      compensation plans). Bancorp intends for this Restatement to be the
      formal, permanent plan document which contains the terms and conditions of
      the Plan and which supplants the Interim Plan Document.
	 
	1.3		ERISA
      EXEMPTION.
      This is an unfunded plan maintained
      primarily for the purpose of providing deferred compensation for a select
      group of management or highly compensated employees. As such, this Plan is
      intended to qualify as a “top-hat plan” exempt from Part 2 (minimum
      participation and vesting standards), Part 3 (minimum funding standards)
      and Part 4 (fiduciary responsibility provisions) of Title I of ERISA. The
      provisions of the Plan shall be interpreted and administered according to
      this intention.







	1.4	EFFECTIVE DATES.
	 
	              
      	(a)	The original
      effective date of this Plan is January 1, 2005, with respect to amounts
      deferred after December 31, 2004.
	  
	 	(b)	The
      effective date of this Restatement is November 7, 2008.
	  
	 	(c)	From January
      1, 2005, through November 6, 2008, the terms and conditions of the Plan
      are set forth in the Interim Plan Document, subject to reasonable good
      faith interpretations of the requirements of Code § 409A and the
      applicable interim guidance.
	  
	1.5	NAMING CONVENTION. This Plan
      document uses the following system for naming, numbering and lettering the
      major divisions in its text—
			 
		              
      	ARTICLE
      1
	 	 	 		 
			              
      	1.1	SECTION.
			 	              
      	  
					(a)	Subsection.
					              
      	 
						(1)	Paragraph.
						              
      	 
							(A)	Subparagraph.
							              
      	
								(i)	Clause.
								              
      	              
      	 
									(I)	Subclause.
					 	 				 
	1.6	CITATIONS. Citations
      to sections of the Code or Treasury Regulations are to those sections as
      amended or any successor provision.



ARTICLE
2
DEFINITIONS

Words and
phrases that appear in this Plan with initial capital letters signify defined
terms with the meanings given in this section. Words appearing in the following
definitions which are themselves defined terms are also indicated by initial
capital letters.

	2.1	ACCOUNT means the separate accounting
      record established and maintained under Article 4 for each Participant to
      record the Participant’s interest under this Plan and the
  Trust.
	              
      	






	2.2	BENEFICIARY means the
      person or persons or estate or trust designated by the Participant as the
      beneficiary under this Plan on a form provided by or acceptable to the
      Plan Administrator. To be effective, a beneficiary designation must be
      received by the Plan Administrator before the date of the Participant’s
      death. In the absence of a valid beneficiary designation under this Plan,
      the Beneficiary shall be the same as the beneficiary designated by the
      Participant under the 401(k) Plan or, if applicable, the default
      beneficiary under the 401(k) Plan. These provisions shall apply even if
      the Participant does not participate in the 401(k) Plan. A Beneficiary’s
      right to information under this Plan does not arise until the Beneficiary
      becomes entitled to benefits under this Plan.
		 	 
	2.3	CODE means the Internal
      Revenue Code of 1986, as amended.
	 	 	 
	2.4	COMPENSATION means the directors’ fees paid to a
    Participant.
	 	 	 
	2.5	DIRECTOR means a member of the Board of Directors of Bancorp or a
      Participating Subsidiary.
	 		 
	2.6	DISABLED or
      DISABILITY means a Participant
      is:
	 	 	 
		(a)	Unable to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or
      to last for a continuous period of not less than 12 months;
			 
		(b)	By reason of any medically
      determinable physical or mental impairment that can be expected to result
      in death or to last for a continuous period of not less than 12 months,
      receiving income replacement benefits for a period of not less than 3
      months under an accident and health plan covering employees of Bancorp or
      a Participating Subsidiary; or
			 
		(c)	Determined to be totally disabled
      by the Social Security Administration.
		              
      	 
	 	The Plan
      Administrator, in its sole discretion, shall determine whether a
      Participant is Disabled.
	              
      	 
	2.7	ERISA means the Employee
      Retirement Income Security Act of 1974, as amended.
	 
	2.8	401(k)
      PLAN means the West Coast Bancorp 401(k) Plan, as
      amended.
	 
	2.9	PARTICIPANT
      means a Director who has elected to
      participate in this Plan.
	 
	2.10	PARTICIPATING
      SUBSIDIARY means any
      subsidiary of Bancorp that adopts this Plan with Bancorp’s consent. The
      current Participating Subsidiaries are West Coast Bank and West Coast
      Trust Company. Additional Participating Subsidiaries will be listed in an
      Addendum to this Plan.
	 
	2.11	PLAN
      means the West Coast Bancorp Directors’
      Deferred Compensation Plan, the terms and conditions of which are
      contained solely in this document and any written amendments to
    it.
	 
	2.12	PLAN ADMINISTRATOR means the
      individual or committee appointed by Bancorp to handle the general
      administration of this Plan and carry out the functions specifically
      delegated to the Plan Administrator in this
Plan.







	2.13	PLAN YEAR
      means the calendar year.
	 
	2.14	TREASURY REGULATION(S)
      or TREAS. REG. means the applicable regulation(s) promulgated by the
      United States Department of the Treasury under the Internal Revenue Code
      of 1986, as amended.
	 
	2.15	TRUST
      means the “West Coast Bancorp Deferred
      Compensation Trust,” established under the trust agreement as restated
      March 1, 1996, as amended, between Bancorp, acting as grantor, and the
      Trustee.
	 
	2.14	TRUSTEE
      means West Coast Trust Company or any
      successor trustee of the Trust.
	 
	2.15
              
      	UNFORESEEABLE
      EMERGENCY means a severe
      financial hardship of the Participant resulting from an illness or
      accident of the Participant, the Participant’s spouse, the Participant’s
      Beneficiary, or the Participant’s dependent (as defined in Code §152,
      without regard to Code § 152(b)(1), (b)(2), and (d)(1)(B)); loss of the
      Participant’s property due to casualty (including the need to rebuild a
      home following damage not otherwise covered by insurance); or other
      similar extraordinary and unforeseeable circumstances arising as a result
      of events beyond the control of the Participant. The circumstances that
      constitute a severe financial hardship depend upon the facts of each case,
      but, generally, the payment of college tuition or the purchase of a home
      are not unforeseeable emergencies.


ARTICLE 3
ELIGIBILITY AND PARTICIPATION 

	3.1	PARTICIPATION
      CRITERIA.
      All Directors of Bancorp and its
      Participating Subsidiaries are eligible to participate in this
    Plan.
	 
	3.2
              
      	NOTICE TO
      DIRECTORS.
      The Plan Administrator shall notify
      each Director of his or her ability to participate in this Plan. This
      notification will be given upon the Director’s initial election as a
      Director and, thereafter, before the beginning of each Plan
  Year.
	 
	3.3	DEFERRAL
      ELECTIONS.
      Elections by Directors or Participants
      to defer their Compensation must be made as follows:
	  


		(a)
              
      	Annual
      Enrollment. Before the beginning of each Plan Year, each Director or
      Participant must complete and return to the Plan Administrator an
      enrollment form specifying the amount of Compensation he or she will be
      deferring under this Plan during the coming Plan Year.
	              
      	 
		(b)	Mid-Year
      Enrollment. If a Director first becomes eligible to participate in
      the Plan after a Plan Year has begun, that Director has 30 days after the
      date he or she is notified by the Plan Administrator that he or she has
      become eligible to enroll in the Plan to file an enrollment form for the
      balance of the Plan Year. The deferral election will be effective only for
      Compensation earned after the date the enrollment form is
  filed.
		 
		(c)	Failure to Timely
      Enroll. A Director who does not timely enroll in the Plan for
      any Plan Year shall be deemed as having elected not to defer any
      Compensation under the Plan for that Plan Year.
		 


	3.4
              
      	MODIFICATION OR
      REVOCATION OF DEFERRAL
      ELECTIONS.
      A deferral election may be modified or
      revoked at any time up until the applicable election deadline as specified
      in Section 3.3. After that date, the deferral election becomes
      irrevocable.







	3.5	CANCELLATION OF
      DEFERRAL ELECTIONS.
      The Plan Administrator may permit a
      Participant to cancel a deferral election during a Plan Year under the
      following conditions:
	 
	              
      	(a)	The
      cancellation will be allowed if the Plan Administrator determines that the
      Participant has incurred either:
	 
	 	 	(1)	An Unforeseeable
      Emergency; or
	 
	 	 	(2)
              
      	A qualifying
      disability. A “qualifying disability” is a medically determinable physical
      or mental impairment resulting in the Participant’s inability to perform
      the duties of the Participant’s position or any substantially similar
      position, where that impairment can be expected to result in death or to
      last for a continuous period of at least six months.
	 
	 	(b)	The
      cancellation will become effective as follows:
	 
	 	              
      	(1)	A cancellation under
      subsection (a)(1) will take effect as of the first Compensation payment
      date after approval by the Plan Administrator.
	 
	 	 	(2)	A cancellation under
      subsection (a)(2) must take effect by the later of the end of the Plan
      Year or the 15th day of the third month after the date the Participant
      incurs the qualifying disability.
	 
	 	(c)	The deferral
      election must be cancelled, not merely postponed or otherwise
      delayed.


ARTICLE
4
PARTICIPANT
ACCOUNTS  

	4.1
              
      	MAINTENANCE OF
      ACCOUNTS.
      The Plan Administrator shall maintain,
      or cause to be maintained, an Account for each Participant to reflect the
      Compensation deferred by the Participant under this Plan, the
      Participant’s allocable share of the income, losses, appreciation and
      depreciation of the Trust’s assets and distributions made to the
      Participant or the Participant’s Beneficiaries.
	 
	4.2	SUBACCOUNTS.
      Participants may designate up to five
      subaccounts for their Account. For each subaccount, Participants may
      designate a different time of payment under Section 5.1 and a different
      form of payment under Section 5.3. Participants may also allocate their
      deferrals for a Plan Year among their different subaccounts. This
      allocation must be made at the time the deferral amount is elected under
      Section 3.3.
	 
	4.3	ADJUSTMENTS TO
      ACCOUNTS.
      As of the close of each calendar
      quarter, and as of any other date designated by the Plan Administrator in
      its sole discretion, each Participant’s Account shall be credited with the
      deferred Compensation and the net investment income (or loss) applicable
      to the Participant’s Account since the date of the last adjustment, and
      shall be charged for any distributions made from the Participant’s Account
      and for a pro rata share of any Trust expenses since the last adjustment.
      Accounts shall be adjusted for Compensation deferred periodically during
      the year by using a time-weighted formula adopted by the Plan
      Administrator.







	4.4	ACCOUNT
      INVESTMENT.
      Accounts shall be invested by the
      Trustee as directed by each Participant under the provisions of the
      Trust.
	 
	4.5	TRUST
      ASSETS.
	 
	              
      	(a)
              
      	The Compensation
      deferred under this Plan will be remitted to the Trustee by Bancorp or the
      Participating Subsidiary, as applicable, as soon as administratively
      feasible after the date that Compensation would have ordinarily been paid
      to the Participant in cash.
	 
	 	(b)	All amounts credited
      to Participants’ Accounts shall be held in the Trust separate and apart
      from the other funds of Bancorp or its Participating Subsidiaries. The
      Trust assets shall be used exclusively for the purposes of this Plan, but
      shall be subject to the claims of Bancorp’s or a Participating
      Subsidiary’s general creditors upon that company’s insolvency or
      bankruptcy.
	 
	4.6	PARTICIPANTS’
      RIGHTS. Participants’
      Accounts are established and maintained merely to record Bancorp’s or a
      Participating Subsidiary’s unsecured contractual obligation to pay
      deferred Compensation under this Plan. Participants and Beneficiaries
      shall have no right, title or interest in or to any funds in their
      Accounts except as general unsecured creditors of Bancorp or a
      Participating Subsidiary, as applicable.


ARTICLE 5
BENEFIT DISTRIBUTIONS


	5.1	TIME FOR
      PAYMENT.
	 
	              
      	(a)	Except as provided in
      subsection (b) below (specific date or schedule of payments) and in
      Section 5.9 (cashout of small accounts), payment of the balance of the
      Participant’s Account shall be made after the Participant is no longer
      serving as a Director of Bancorp or of any Participating
    Subsidiary.
	 
	 	(b)	A Participant may
      elect, on an enrollment form, either a specific date or a fixed schedule
      of payments starting on a specified date on which distribution of each of
      the Participant’s subaccounts is to be made. Distributions shall be made
      in accordance with the Participant’s election except as provided in
      Section 5.4 (overrides), Section 5.6 (withdrawals due to Unforeseeable
      Emergencies), Section 5.7 (death), Section 5.8 (Disability), Section 5.9
      (cashout of small accounts) and Section 5.13 (delayed distributions to key
      employees).
	 
	 	(c)	A Participant may,
      under procedures established by the Plan Administrator, change the time
      and/or form of payment elected under subsection (b) above, as set forth in
      Section 5.5 below.
	 	              
      	
	 	(d)	Except as provided in
      Section 5.6 (withdrawals due to Unforeseeable Emergencies), Section 5.7
      (death), Section 5.8 (Disability), Section 5.9 (cashout of small
      accounts), neither the time nor the schedule of any payment under the Plan
      may be accelerated, except to the extent allowed under Treas. Reg. §
      1.409A-3(j)(4) and policies and procedures established by the Plan
      Administrator.







	5.2	VALUATION OF
      BENEFIT.
      The value of the Participant’s Account
      balance will be determined as of the adjustment date under Section 4.3
      that occurs immediately on or before the date the payment is to be
      made.
	 
	5.3	FORM OF
      PAYMENT.
      Participants may elect on an enrollment
      form one of the following forms of payment for the balance of each of
      their subaccounts:
	 
	              
      	(a)	A lump-sum payment
      (which shall be the default if a Participant fails to elect a form of
      payment);
	 
	 	(b)	Installments over a
      period of years (the allowable installment periods shall be established by
      the Plan Administrator); or
	 
	 	(c)
              
      	An annuity for either
      the life of the Participant or the joint lives of the Participant and a
      Beneficiary designated by the Participant for this purpose. (This annuity
      shall be the actuarial equivalent of the Participant’s Account balance
      determined using the actuarial equivalency factors set by the Plan
      Administrator, in its sole discretion. Alternatively, the Plan
      Administrator may provide this annuity by purchasing an annuity with the
      Participant’s Account balance and distributing the annuity contract to the
      Participant.)
	 
	5.4	OVERRIDES.
      At the time a Participant first makes
      an election as to the time and form of payment of a subaccount, the
      Participant may also elect one or more of the override options as
      follows:
	  


	              
      	(a)	An override
      election provides that the time and form of payment elected by the
      Participant for a specific subaccount will be followed unless an override
      event occurs first. If it does, the date of the override event will be the
      date of distribution and the subaccount will be paid out in a lump-sum
      payment.
		 
		(b)	Participants
      may elect either or both of the following as an override
  event:
		 
		              
      	(1)	“Separation from
      service” as defined in Treas. Reg. § 1.409A-1(h).
		 
		 	(2)	“Change in control” as
      defined in Treas. Reg. § 1.409A-3(i)(5).
	 	 	              
      	 
	5.5	CHANGES IN TIME OR FORM OF PAYMENT. Participants may change
      the time or form of payment selected for any of their subaccounts upon the
      following conditions:
			 	
		(a)	The change cannot take
      effect for at least 12 months after filing the election change form
      required by the Plan Administrator;
			 	
		(b)	If a Participant wants
      to change the specific date on which a payment is to be made, the
      Participant must file the required election change form at least 12 months
      in advance of that date; and
			 	
		(c)	The Participant must
      elect to delay the commencement of the payment for at least five years
      from the original payment date, except in the case of death, Disability or
      Unforeseeable Emergency.







	5.6	WITHDRAWALS
      DUE TO UNFORESEEABLE
      EMERGENCIES.
	 
	              
      	(a)
              
      	A Participant may
      apply to the Plan Administrator for a withdrawal in the case of an
      Unforeseeable Emergency. If the application is approved, the withdrawal
      will be effective at the later of the date specified in the Participant’s
      application or the date of approval. The approved amount shall be payable
      in a lump sum or in another manner consistent with the emergency need as
      decided by the Plan Administrator.
	 
	 	(b)	A withdrawal in the
      case of an Unforeseeable Emergency cannot exceed the amount reasonably
      necessary to satisfy the emergency need plus amounts necessary to pay
      reasonably anticipated taxes resulting from the withdrawal. The Plan
      Administrator shall not grant a withdrawal in the case of an Unforeseeable
      Emergency to the extent that the emergency need may be
  relieved:
	 


			(1)	Through reimbursement
      or compensation from insurance or otherwise;
	              
      	 
		 	(2)	By liquidation of the
      Participant’s assets, to the extent the liquidation of those assets would
      not cause severe financial hardship; or
			              
      	
		              
      	(3)	By stopping deferrals
      under this Plan.
		 
		(c)	If a
      Participant takes a withdrawal in the case of an Unforeseeable Emergency,
      the Participant’s Account shall be appropriately reduced to reflect the
      amount withdrawn. The amount withdrawn may not be repaid.
		 	 


	5.7	DEATH
      BENEFITS.
      Upon a Participant’s death, the unpaid
      balance in the Participant’s Account shall be paid to the Participant’s
      Beneficiary in a lump sum as soon as administratively feasible following
      the date of death.
	 
	5.8	DISABILITY
      BENEFITS.
      The unpaid balance in a Participant’s
      Account shall be paid to the Participant in a lump sum as soon as
      administratively feasible following the date the Participant is determined
      to be Disabled.
	 
	5.9
              
      	CASHOUT OF
      SMALL ACCOUNTS. Regardless of the time or form of payment elected by a
      Participant, the Plan Administrator, in its sole discretion, may at any
      time distribute the balance or the unpaid balance of the Participant’s
      Account in a lump-sum payment provided that the amount in the
      Participant’s Account (taking into account all plans that are required to
      be aggregated with this Plan under Treas. Reg. § 1.409A-1(c)(2)) does not
      exceed the dollar limit under Code § 402(g) on 401(k) plan elective
      deferrals for the year in which the cashout distribution is
  made.
	 
	5.10	WITHHOLDING.
      All federal, state and local taxes
      required to be withheld from deferred Compensation payments shall be
      withheld from any benefit payments made under this Plan.
	 
	5.11	TAX
      REPORTING.
      The Trustee shall furnish Participants
      or Beneficiaries with the appropriate tax form or forms reporting the
      amount of the payments made to them.
	 
	5.12	LOANS. Participants shall not be permitted to borrow from their
      Accounts.







	5.13	DELAYED
      DISTRIBUTIONS TO KEY
      EMPLOYEES.
      The following provisions apply to a
      distribution made on account of the separation from service of a
      Participant who is also a key employee, except to the extent the
      distribution is exempt under subsection (d) below:
	 
	              
      	(a)	The
      distribution shall not be made before the date which is six months after
      the date of the key employee’s separation from service or, if earlier, the
      date of the key employee’s death. 
	 
	 	(b)
              
      	If the key
      employee would have otherwise received installment payments during the
      six-month delay period, the Plan Administrator, in its sole discretion,
      shall determine whether the payments that would otherwise have been made
      during the six-month delay period will be paid in a lump sum on the first
      day of the seventh month following the key employee’s separation from
      service or whether the commencement date of the installment payment period
      will be delayed by six months. 
	 
	 	(c)	The
      following definitions apply for purposes of this section: 
				 
			(1)	“Key employee” as defined in Code
      § 416(i).
			              
      	 
			(2)	“Separation from service” as
      defined in Treas. Reg. § 1.409A-1(h).
				 
		(d)	This section does not
      apply to the extent the distribution is exempt from the requirements of
      Code § 409A or is a payment excepted from the six-month delay rule under
      Treas. Reg. § 1.409A-3(i)(2)(i).


ARTICLE 6
PLAN ADMINISTRATION

	6.1	POWERS AND
      DUTIES.
      The Plan Administrator shall have all
      the powers, privileges and immunities granted to the Administrative
      Committee under the 401(k) Plan, which provisions are incorporated in this
      Plan by reference. However, the Plan Administrator shall have only the
      duties stated in this Plan. This Plan specifically does not incorporate by
      reference the fiduciary responsibility or liability provisions of the
      401(k) Plan. 
	 
	6.2	CLAIMS
      PROCEDURES.
      Claims for benefits under this Plan
      shall be resolved by the claimant and the Plan Administrator following the
      claims review and appeals procedures of the 401(k) Plan. 
	 
	6.3
              
      	ADMINISTRATIVE
      EXPENSES.
      The Plan Administrator shall establish
      rules and procedures under which Bancorp and its Participating
      Subsidiaries shall pay their pro rata share of the Plan’s routine
      administrative expenses. However, any extraordinary administrative
      expenses with respect to a Participant’s Account, such as the need to
      perform a special valuation of the Account’s value, shall be paid from the
      Trust’s assets and charged against the Participant’s Account.
  






ARTICLE 7
AMENDMENT AND TERMINATION

	7.1	RIGHTS RESERVED.
	              
      	 	
		(a)	Board’s
      Authority. Bancorp’s Board of Directors reserves
      the right to amend or terminate this Plan at any time without the consent
      of the Participants or their Beneficiaries. Any amendment adopted by the
      Board of Directors shall be in writing, signed on behalf of Bancorp and
      made pursuant to a resolution of Bancorp’s Board of
      Directors.
	 	 	 
		(b)	Plan
      Administrator’s Authority.
		 
		              
      	(1)	The Plan
      Administrator may adopt any technical, clerical, conforming or clarifying
      amendment or other change, either prospectively or retroactively, which
      may be necessary or desirable to:
		 
		 	 	(A)	Facilitate
      the administration of the Plan;
		 
		 	 	(B)	Clarify or
      simplify the Plan; or
		 
		 	 	(C)	Upon the
      advice of counsel:
		 
		 	 	              
      	(i)	Maintain the Plan’s
      status as a “top-hat” plan for purposes of ERISA; or
		 	 	 	              
      	 
		 	              
      	 	(ii)	Comply with other
      applicable laws.
		 
		 	(2)	Any formal
      amendment adopted by the Plan Administrator shall be in writing, signed by
      or on behalf of the Plan Administrator and reported to Bancorp’s Board of
      Directors at its next scheduled meeting.
		 


	7.2	EFFECTIVE
      DATE.
	 
	              
      	(a)
              
      	Amendments.
      Amendments may be made
      prospectively or retroactively, subject to the limitations of Section 7.3.
      An amendment may be made retroactively effective prior to the first day of
      the Plan Year in which it is adopted if such amendment is necessary or
      appropriate to enable the Plan to satisfy the applicable requirements of
      the Code or ERISA or conform the Plan to any change in federal
    law.
	 
	 	(b)	Termination.
      Termination of the Plan shall be
      effective as of the later of the date specified in the Board of Directors’
      resolution or the date the notice of the termination is provided to the
      Participants.
	 
	7.3	LIMITATIONS ON
      PLAN AMENDMENT.
      No amendment or termination of the Plan
      shall directly or indirectly reduce the balance of any Participant’s
      Account as of the effective date of that amendment or termination,
      including any amounts that are to be credited as of that
  date.







	7.4	EFFECT OF
      TERMINATION;
      DISTRIBUTION OF
      ACCOUNTS.
      Upon the termination of the
    Plan:
	 
	              
      	(a)	No
      additional Compensation may be deferred under this Plan.
	 
	 	(b)	Participants’ Accounts shall be distributed, in the sole discretion
      of Bancorp’s Board of Directors, under one of the following
    methods:
	 
	 	              
      	(1)	The Accounts
      will continue to be held by the Trustee under the terms and conditions of
      the Trust and shall be disbursed at the time and in the manner provided in
      this Plan.
	 
	 	 	(2)	The Accounts
      will be paid out in full within 24 months of the effective date of the
      termination of the Plan regardless of the elections Participants had made
      regarding the time and form of payment of their Accounts,
    provided:
			              
      	 
				(A)	The termination of the Plan does
      not occur proximate to a downturn in Bancorp’s financial
  health;
				              
      	 
				(B)	Bancorp terminates and liquidates
      all other plans or other arrangements that are required to be aggregated
      with this Plan under Treas. Reg. § 1.409A-1(c) if any Participant under
      this Plan also has deferred compensation payable under those other plans
      or other arrangements;
					  
				(C)	No payments in liquidation are
      made within 12 months of the effective date of the termination of the
      Plan, other than payments that would be payable under the Plan if
      termination had not occurred; and
					 
				(D)	Within three years following the
      effective date of the termination of this Plan, Bancorp does not adopt a
      new plan that would be aggregated with this Plan under Treas. Reg. §
      1.409A-1(c) if any Participant in this Plan participated in
  both.
					 
			(3)	The Accounts will be
      distributed in a lump-sum payment as soon as administratively feasible,
      but only if:
					 
				(A)	The Plan termination is made
      within 12 months of a corporate dissolution under Code § 331 or with the
      approval of a bankruptcy court; or
					 
				(B)	
      If the Plan termination is made
      in connection with a change in control event (as defined in Treas. Reg. §
      1.409A-3(i)(5)) and the requirements of Treas. Reg. § 1.409A-3(j)(ix)(B)
      for accelerated distributions are
satisfied.







ARTICLE 8
GENERAL PROVISIONS

	8.1	EFFECT ON
      401(k)
      PLAN. This Plan is not
      intended to modify any provision of the 401(k) Plan.
	 
	8.2	PROPERTY
      RIGHTS.
      Until a Participant’s Account is
      distributable under the terms of this Plan, the funds credited to that
      Account shall remain the sole property of either Bancorp or its
      Participating Subsidiary and remain subject to the claims of that
      company’s general creditors.
	 
	8.3	UNFUNDED
      OBLIGATION.
	 
	              
      	(a)	The payment obligation
      of Bancorp or any Participating Subsidiary under this Plan is purely
      contractual and is not funded or secured in any manner by any asset,
      pledge or encumbrance of that company’s property.
	 
	 	(b)	The amounts credited
      to Participants’ Accounts shall be held solely under the terms and
      conditions of the Trust and shall not be held under any other trust,
      escrow or similar fiduciary capacity.
	 
	 	(c)
              
      	Bancorp or a
      Participating Subsidiary is liable for payments to a Participant only to
      the extent that the Compensation deferred was earned while the Participant
      was a Director of that particular company. Bancorp and its Participating
      Subsidiaries are not jointly or jointly and severally liable for the
      payment of benefits under this Plan.
	 
	8.4	PARTICIPANTS’
      AND
      BENEFICIARIES’ RIGHTS. Participants’ Accounts are established and maintained
      merely for the purpose of recording Bancorp’s or a Participating
      Subsidiary’s unsecured contractual obligation to pay deferred Compensation
      under this Plan. Participants and Beneficiaries shall have no right, title
      or interest in or to any funds in their Accounts except as general
      unsecured creditors of Bancorp or a Participating Subsidiary, as
      applicable.
	 
	8.5	BENEFITS
      PROVIDED SOLELY
      UNDER THE PLAN. In no event shall the establishment or modification of
      the Plan, the creation of any Account, or the payment of any benefit be
      construed as giving any Participant or any other person any legal or
      equitable right against the Trustee, Bancorp, any Participating Subsidiary
      or any of their officers or employees, except as provided in this
      Plan.
	 
	8.6	NO
      GUARANTEE OF TENURE. The adoption and maintenance of the Plan shall not be
      deemed to:
	 
	 	(a)	Give any Participant
      the right to be retained as a Director of Bancorp or a Participating
      Subsidiary;
	 
	 	(b)	Interfere with any
      rights Bancorp or a Participating Subsidiary otherwise has to terminate
      any Director’s service;
	 
	 	(c)	Interfere with any
      rights a Participant otherwise has to terminate service as a Director;
      or
	 
	 	(d)	Otherwise be deemed as
      an express or implied employment contract.







	8.7	BENEFITS
      NOT ASSIGNABLE.
      Participants’ Accounts shall not be
      considered assets of the Participants under state law or federal
      bankruptcy law. Participants and Beneficiaries shall not have any right to
      alienate, anticipate, pledge, encumber or assign any of the benefits
      payable under this Plan. Participant’s Accounts shall not be subject to
      any claim of, or subject to attachment, garnishment or other legal process
      by, any creditor of a Participant or Beneficiary.
	 
	8.8	PARTICIPATING
      SUBSIDIARIES.
	 
	              
      	(a)	Every Participating
      Subsidiary is bound by the terms and conditions of this Plan and the
      Trust, except to the extent agreed upon in writing with Bancorp (with
      respect to the Plan) or Bancorp and the Trustee (with respect to the
      Trust).
	 
	 	(b)	Continued participation
      in this Plan is conditioned on the Participating Subsidiary:
	 
	 	              
      	(1)	Providing Bancorp and the Plan
      Administrator with any information or documentation necessary or desirable
      for Plan administration or legal compliance; and
			              
      	
	 	 	(2)	Paying its proportionate share of
      any Plan or Trust expenses not charged against Participants’
      Accounts.
	 
	 	(c)	Bancorp shall have the
      sole authority to amend or terminate this Plan and may do so without prior
      notice to, or the consent of, any Participating Subsidiary.
	 
	 	(d)	A Participating
      Subsidiary may withdraw from this Plan at any time by giving written
      notice of its withdrawal to Bancorp, the Plan Administrator and the
      Trustee. Upon the withdrawal, no further Compensation may be deferred
      under this Plan by Participants who are Directors of the withdrawing
      Participating Subsidiary.
	 
	 	(e)	Bancorp is under no
      obligation to any Participating Subsidiary to continue to maintain this
      Plan.
	 
	8.9	BINDING
      EFFECT.
      The terms and conditions of this Plan,
      including any amendments, shall be binding upon Bancorp, the Trustee,
      Participating Subsidiaries, Participants and Beneficiaries and the
      respective heirs, assigns and legal representatives of these parties,
      including any assignee or successor in interest to Bancorp or a
      Participating Subsidiary, whether by merger, consolidation or the sale of
      substantially all of that company’s assets.
	 
	8.10	GOVERNING
      LAWS.
      This Plan shall be construed and its
      validity determined under Oregon law to the extent not preempted by
      federal law.
	 
	8.11	COUNTERPARTS.
      This Plan may be executed in any number
      of counterparts, each of which shall be deemed an original, and no other
      counterpart need be produced.
	 




	WEST COAST BANCORP  
	 
	By: 
    	/s/ Robert D. Sznewajs  
	 
	Title:  	President and Chief Executive
      Officer