Exhibit 10.7 

WEST COAST
BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
(SERP)

Effective Date: August 1, 2003,
As
Restated and Amended January 1, 2009 

THIS SERP is adopted by WEST COAST BANK
(the “Bank”), WEST COAST BANCORP (“Bancorp”), its parent holding company,
(collectively referred to as the “Company”) and ROBERT D. SZNEWAJS (the
“Executive”). 

ARTICLE 1
PURPOSE 

	1.1	DUAL
      PURPOSES. This SERP is intended
      to: 
	              
    	
	 	(a)	Assist in assuring the
      Executive’s continued service to the Company by providing supplemental
      retirement benefits that are competitive with the Company’s peers;
      and 
		              
    	
	 	(b)	Discourage the
      Executive from engaging in any competitive business after the Executive
      leaves the Company. 
	 
	1.2	TOP-HAT
      PLAN STATUS.
      This is an unfunded plan maintained
      primarily for the purpose of providing deferred compensation for the
      Executive, who is a member of a select group of management or highly
      compensated employees. As such, this SERP 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 the Employee Retirement Income
      Security Act of 1974 (“ERISA”). The provisions of the SERP shall be
      interpreted and administered according to this intention.
  


ARTICLE 2
DEFINITIONS


Words and phrases appearing in this
SERP with initial capitalization are defined terms that have the meanings stated
below. Words appearing in the following definitions which are themselves defined
terms are also indicated by initial capitalization. 

	2.1 
          	ACCRUAL
      BALANCE means the benefit liability accrued by the Company under Article
      6. 
	              
    	






	2.2	ADJUSTED
      ACCRUAL BALANCE
      means the Accrual Balance
      determined as of the end of the month that is on or before the date of the
      Executive’s Termination of Employment. 
	              
    	
	2.3	BENEFICIARY means the person or persons or estate, trust or charitable
      organization entitled under Article 5 to receive the death benefit payable
      under this SERP. 
	 
	2.4	BOARD means
      Bancorp’s Board of Directors. 
	 
	2.5	CHANGE
      IN CONTROL
      AGREEMENT means the “Change In Control Agreement” effective January 1, 2004,
      between the Executive and the Company, as amended. 
	 
	2.6	COMPENSATION
      COMMITTEE means the Compensation and Personnel Committee of Bancorp’s
      Board. 
	 
	2.7	DISABILITY means that either the carrier of any Company-provided individual or
      group long-term disability insurance policy covering the Executive or the
      Social Security Administration has determined that the Executive is
      disabled. Upon the request of the Compensation Committee, the Executive
      will submit proof of the carrier’s or the Social Security Administration’s
      determination. 
	 
	2.8	EARLY
      INVOLUNTARY TERMINATION
      means that the Company has
      terminated the Executive’s employment before Normal Retirement Age for any
      reason other than: 
	 
	 	(a)	Termination for
      Cause; 
		              
    	
	 	(b)	Disability; or
    
	 
	 	(c)	A Termination
      Event. 
	 
	2.9	EARLY
      VOLUNTARY TERMINATION
      means that before Normal
      Retirement Age, the Executive has voluntarily terminated employment with
      the Company for reasons other than: 
	 
	 	(a)	Disability; or
    
	 
	 	(b)	A Termination
      Event. 
	 
	2.10	EFFECTIVE
      DATE means the date first stated above (immediately below the title of
      this SERP). The effective date of this restated SERP, as amended, is
      January 1, 2009. 
	 
	2.11	NORMAL
      RETIREMENT AGE
      means age 62.
	 
	2.12	NORMAL
      RETIREMENT DATE
      means the later of Normal
      Retirement Age or Termination of Employment. 
	 
	2.13	PLAN
      YEAR means
      the calendar year, except for the first Plan Year which is a short year
      beginning August 1, 2003, and ending December 31, 2003. 
	 






	2.14	TERMINATION
      EVENT means the termination of the Executive’s employment under
      circumstances that entitle the Executive to benefits under the Change In
      Control Agreement. 
	              
    	
	2.15	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. 
	 
	2.16	TERMINATION
      OF EMPLOYMENT
      means that the Executive’s
      employment with the Company has terminated for any reason, voluntary or
      involuntary. 
	 
	2.17	YEAR OF SERVICE
      means a Plan Year in which 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
      an annual benefit equal to 35% of the Executive’s base salary for the year
      in which the Termination of Employment occurs. 
		              
    	
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum
      payment, the Normal Retirement Benefit is payable monthly for a period of
      fifteen (15) years beginning on the first day of the month on or after the
      Executive’s Normal Retirement Date (subject to a six-month delay under
      Section 3.7).
	  
	 	(c)	Benefit Increases.
    
	 
	 	 	(1)	As of each anniversary of the
      Effective Date, the Compensation Committee, in its sole discretion, may
      increase the Normal Retirement Benefit by increasing either or
    both:
			              
    	
	 	 		(A)	The amount of the benefit
      multiplier; or 
				              
    	
	 	 		(B)	The length of the payment
      schedule. 
	 
	 	 	(2)	If the Normal Retirement Benefit
      is increased, the Accrual Balance and the other benefits payable under
      this SERP shall be adjusted accordingly.
	   






	3.2	EARLY VOLUNTARY TERMINATION
      BENEFIT. Upon an Early Voluntary
      Termination, the Company shall pay the following benefit to the
      Executive: 
	              
    	
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below and forfeiture under Article 7, the Early Voluntary Termination
      Benefit is the annual installment payment under a deferred 15-year term
      certain fixed annuity calculated as follows: 
		              
    	
	 	 	(1)	The present value of the annuity
      is the vested Adjusted Accrual Balance (with vesting determined under
      subsection (d) below); 
			              
    	
	 	 	(2)	The annuity starting date is the
      first day of the month on or after Normal Retirement Age; and

	 
	 	 	(3)	Interest is credited at an annual
      rate of 6% compounded monthly during both the period from the Termination
      of Employment to the annuity starting date and the 15-year payout
      period. 
	 
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum payment, the Company
      shall pay the Early Voluntary Termination Benefit under the same payment
      schedule under Section 3.1(b) as for the Normal Retirement Benefit.
    
	 
	 	(c)	Benefit Increases.
      The Early Voluntary Termination Benefit
      may be increased as follows: 
	 
	 	 	(1)	The amount of the benefit will be
      adjusted for any increases in the Normal Retirement Benefit granted under
      Section 3.1(c)(1). 
	 
	 	 	(2)	In its sole discretion, the
      Compensation Committee may, from time to time as of any anniversary of the
      Effective Date, separately increase the amount of the Early Voluntary
      Termination Benefit without increasing the Normal Retirement
      Benefit. 
	 
	 	(d)	Vesting. The vested portion of the Executive’s Adjusted Accrual
      Balance will be determined as follows: 
	 
	 	 	(1)	The Executive will be 70% vested
      immediately upon the Effective Date. Beginning with the Plan Year
      commencing January 1, 2004, the Executive will receive an additional 10%
      vesting for each Year of Service until the Executive is 100% vested after
      completing three (3) Years of Service. 
	 
	 	 	(2)	In its sole discretion, the
      Compensation Committee may at any time and from time to time increase the
      Executive’s vested percentage (including granting full vesting).
  
	 






	3.3	EARLY INVOLUNTARY TERMINATION
      BENEFIT.
      Upon an Early Involuntary Termination,
      the Company shall pay the following benefit to the Executive:

	              
    	
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below, immediate full vesting under subsection (d) below and
      forfeiture under Article 7, the Early Involuntary Termination Benefit is
      the annual installment payment determined in the same manner as the Early
      Voluntary Termination Benefit under Section 3.2(a). 
		              
    	
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum
      payment, the Company shall pay the Early Involuntary Termination Benefit
      under the same payment schedule under Section 3.1(b) as for the Normal
      Retirement Benefit.
	 
	 	(c)	Benefit Increases.
      The Early Involuntary Termination
      Benefit may be separately increased under the same terms and conditions
      that apply to increases in the Early Voluntary Termination Benefit (see
      Section 3.2(c)). 
	 
	 	(d)	Vesting. For purposes of this section, the Executive is
      immediately 100% vested upon the Effective Date. 
	 
	3.4   
        	DISABILITY BENEFIT.
      Upon Termination of Employment before
      Normal Retirement Age due to Disability, the Company shall pay the
      following benefit to the Executive: 
	 
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below, immediate full vesting under subsection (d) below and
      forfeiture under Article 7, the Disability Benefit is the annual
      installment payment determined in the same manner as for the Early
      Voluntary Termination Benefit (see Section 3.2(a)). 
	 
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum
      payment, the Company shall pay the Disability Benefit under the same
      payment schedule under Section 3.1(b) as for the Normal Retirement
      Benefit.
	  
	 	(c)	Benefit Increases.
      The Disability Benefit may be increased
      under the same terms and conditions that apply to increases in the Early
      Voluntary Termination Benefit (see Section 3.2(c)). 
	 
	 	(d)	Vesting. For purposes of this section, the Executive is
      immediately 100% vested upon the Effective Date. 
	 
	3.5   
        	CHANGE IN
      CONTROL
      BENEFIT.
      If the Executive becomes entitled to
      benefits under the Change in Control Agreement, the Company will pay the
      following benefit to the Executive: 
	 
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below and forfeiture under Article 7, the Change In Control Benefit is
      an annual benefit equal to 35% of the Executive’s base salary for the year
      in which the Termination of Employment occurs. 
	 
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum payment, the Company
      shall pay the Change In Control Benefit under the same payment schedule
      under Section 3.1(b) as for the Normal Retirement Benefit.
	  	 	






	              
    	(c)	Benefit Increases.
      The Change in Control Benefit may be
      increased in the same manner as the Normal Retirement Benefit (see Section
      3.1(c)). 
		              
    	
		(d)	Vesting.
      For purposes of this section, the
      Executive is immediately 100% vested upon the Effective Date.

		 


	3.6	LUMP-SUM
      PAYMENT
      ALTERNATIVE. The Executive may, under the
      following terms and conditions, elect to receive a lump-sum payment
      instead of payments under the installment payment schedule specified in
      Section 3.1(b): 
	              
    	
	 	(a)	The election
      must have been made in writing no later than December 31, 2008.
  
		              
    	
	 	(b)	The payment
      amount shall equal the following: 
	 
	 	              
    	(1)	Normal
      Retirement Benefit. The Executive’s
      Adjusted Accrual Balance. 
			              
    	
	 	 	(2)	Early
      Voluntary or Involuntary Termination Benefit; Disability Benefit.
      The Executive’s vested Adjusted Accrual Balance together
      with interest credited at the annual rate of 6% compounded monthly through
      the Executive’s Normal Retirement Age.
	 
	 	 	(3)	Change In
      Control Benefit. The present value
      of the Change In Control Benefit as determined using an annual discount
      rate of 6% compounded monthly. 
	 
	 	(c)	The lump-sum
      payment will be paid as follows: 
	 
	 	 	(1)	Normal
      Retirement Benefit. Upon the
      Executive’s Termination of Employment on or after Normal Retirement
      Age. 
	 
	 	 	(2)	Early
      Voluntary or Involuntary Termination Benefit; Disability Benefit.
      At the Executive’s Normal Retirement Age.
	 	 	 	
	 	 	(3)	Change In
      Control Benefit. Within 60 days of
      the Executive’s Termination of Employment, subject to the six-month delay
      rule in Section 3.7. 
	 






	3.7	SIX-MONTH
      DELAY
      FOR DISTRIBUTIONS. The following provisions apply
      to distributions made under this Article 3, except to the extent the
      distribution is exempt from the requirements of Code § 409A: 
	              
    	
	 	(a)	The distribution shall
      not be made before the date which is six months after the date of the
      Executive’s Termination of Employment or, if earlier, the date of the
      Executive’s death. 
		              
    	
	 	(b)	If the Executive would
      have otherwise received installment payments during the six-month delay
      period, 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 Executive’s Termination of Employment.
    


ARTICLE 4
DEATH BENEFITS


	4.1	PRE-RETIREMENT
      DEATH
      BENEFIT.
      If the Executive dies before a
      Termination of Employment and before attaining Normal Retirement Age, the
      Company will pay the following benefit to the Executive’s
      Beneficiary: 
	              
    	
	 	(a)	Amount of Benefit.
      The Pre-Retirement Death Benefit is the
      Executive’s projected benefit at Normal Retirement Age based upon the
      Executive’s base salary as of the date of death with annual increases of
      3% to Normal Retirement Age. 
		              
    	
	 	(b)	Payment of Benefit.
      Unless the Executive timely elected a
      lump-sum payment under Section 3.6, the Pre-Retirement Death Benefit is
      payable monthly for a period of fifteen (15) years beginning on the first
      day of the month following the Executive’s death. If the Executive timely
      elected a lump-sum payment under Section 3.6, the Pre-Retirement Death
      Benefit will be paid as a lump-sum payment equal to the Executive’s
      projected Normal Retirement Age Accrual Balance as determined as of the
      date of death. The lump sum will be paid within 90 days of the date the
      Compensation Committee receives satisfactory documentation of the
      Executive’s death. 
	 
	4.2	DEATH
      AFTER
      PAYMENTS COMMENCE.
      If the Executive dies after installment
      benefit payments had commenced under Article 3, the Company shall pay the
      remaining benefits to the Executive’s Beneficiary at the same time and in
      the same amounts they would have been paid to the Executive had the
      Executive survived. 
	 
	4.3	DEATH
      BEFORE
      PAYMENTS COMMENCE. 
	 
	 	(a)	Form of Payment.
      If the Executive is entitled to a
      benefit under Article 3, but dies before benefit payments begin, the death
      benefit will be paid to the Executive’s Beneficiary in monthly
      installments over fifteen (15) years if the installment payments would
      have been made to the Executive or in a lump sum if the Executive had made
      a timely election under Section 3.6 to receive a lump-sum payment.
    
	 
	 		
	  






		(b)	Time of
      Payment. The commencement date for
      payments to the Beneficiary will be either:
				  
		 	(1)	The first day of the
      month following the Executive’s death if payments are to be made in
      installments; or 
			              
    	
		 	(2)	Within 90 days of the
      date the Compensation Committee receives satisfactory documentation of the
      Executive’s death if a lump-sum payment is to be made. 
	              
    	              
    	
		(c)	Amount of
      Payment. The death benefit under this
      section will be the present value of the benefit the Executive was
      entitled to receive. Present value will be determined as of the date
      payments to the Beneficiary are to commence using an annual discount rate
      of 6% compounded monthly. 


ARTICLE 5
BENEFICIARIES 

	5.1	DESIGNATION OF
      BENEFICIARY. The Executive may designate
      the Beneficiary or Beneficiaries (who may be designated concurrently or
      contingently) to receive the death benefit under the SERP under the
      following terms and conditions: 
	              
    	
	 	(a)	The beneficiary
      designation must be in a form satisfactory to the Compensation Committee
      and must be signed by the Executive. 
		              
    	 
	 	(b)	A beneficiary
      designation shall be effective upon receipt by the Compensation Committee
      or its designee, provided it is received before the Executive’s
      death. 
	 
	 	(c)	The Executive may
      revoke a previous beneficiary designation without the consent of the
      previously designated Beneficiary. This revocation is made by filing a new
      beneficiary designation form with the Compensation Committee or its
      designee, and shall be effective upon receipt. 
	 
	5.2	DIVORCE.
      A divorce will automatically revoke the
      portion of a beneficiary designation designating the former spouse as a
      Beneficiary. The former spouse will be a Beneficiary under this SERP only
      if a new such beneficiary designation form naming the former spouse as a
      beneficiary is filed after the date the dissolution decree is
      entered. 
	 
	5.3	DISCLAIMERS. If a Beneficiary disclaims a
      death benefit, the benefit will be paid as if the Beneficiary had
      predeceased the Executive. 
	 
	5.4	DEATH
      OF BENEFICIARY. If a Beneficiary who is in pay
      status dies before full distribution is made to the Beneficiary, the
      unpaid balance of the distribution will be paid to the Beneficiary’s
      estate. 
	 
	5.5	DEFAULT
      BENEFICIARY. If, at the time of the
      Executive’s death, the Executive has failed to designate a Beneficiary,
      the Executive’s beneficiary designation has become completely invalid
      under the provisions of this Article or there is no surviving Beneficiary,
      payment of the death benefit will be made in the following order of
      priority: 
	 
	 	(a)	To the Executive’s
      spouse, if living; 
	 
	 	(b)	To the Executive’s
      surviving children, in equal shares; or 
	 
	 	(c)	To the Executive’s
      estate. 
	 





ARTICLE 6
ACCRUAL BALANCE 

	6.1	COMPENSATION
      LIABILITY.
      The Accrual Balance shall be equal to
      the financial statement compensation liability accrued by the Company
      (under Section 6.2) as of any applicable determination date (as defined in
      Section 6.3) for its payment obligation under this SERP. 
	              
    	
	6.2	ACCRUAL
      CALCULATION. 
	 
	 	(a)	The value of
      the Accrual Balance shall equal the sum of the: 
		              
    	
	 	 	(1)	Principal accrual
      (service cost); plus 
			              
    	
	 	 	(2)	Interest accrual at
      6%. 
	 
	 	(b)	The value
      shall be determined by: 
	 
	 	 	(1)	Assuming a 3% annual
      increase in the Executive’s base salary; and 
	 
	 	 	(2)	Using Generally
      Accepted Accounting Principles applying APB 12 as amended by FAS
      106. 
	 
	6.3	DETERMINATION
      DATES.
      The Accrual Balance shall be determined
      as of the last day of the month. 
	 
	6.4	REPORTING.
      The Compensation Committee will report
      the Accrual Balance to the Executive at least annually and within a
      reasonable period of time not to exceed 30 days after the date of the
      Termination of Employment if the Executive is to be paid the Early
      Voluntary Termination, Early Involuntary Termination or Disability
      Benefit. 
	 





ARTICLE 7
FORFEITURE 

	7.1 
          	GROUNDS
      FOR FORFEITURE. 
	              
    	
	 	(a)	The
      Executive will forfeit any benefits payable under this SERP upon a
      Termination for Cause. 
		              
    	
	 	(b)	The Company
      shall not pay the Pre-Retirement Death Benefit under Section 4.1 under the
      SERP if the Executive: 
	 
	 	 	(1)	Commits
      suicide within two years after the Effective Date; or 
			              
    	
	 	 	(2)	Dies within
      two years after the Effective Date and has made any material misstatement
      of fact on any application for life insurance that may be used by the
      Company to finance its obligations under the SERP. 
	 
	 	(c)	The
      Executive will forfeit any benefits payable under this SERP if the
      Executive violates the noncompetition restrictions of Section 7.2.
    
	 
	7.2	NONCOMPETITION RESTRICTIONS. 
	 
	 	(a)	Definitions. For purposes of
      this section, the following terms have the meanings stated below:
    
	 
	 	 	(1)	“Banking institution” means
      any state or national bank, state or federal savings and loan association,
      mutual savings bank or state or federal credit union or any of their
      holding companies. 
	 
	 	 	(2)	“Competing activities” mean
      any activities that are competitive with the business activities of
      Bancorp, the Bank or any of their subsidiaries as conducted at the
      commencement of, or during the term of, the restricted period.
  
	 
	 	 	(3)	“Financial institution” means any banking institution (as defined in paragraph (1) above),
      trust company or mortgage company regardless of: 
	 
	 	 	 	(A)	Its legal form of
      organization; or 
	 
	 	 	 	(B)	Whether it is in
      existence or is in formation. 
	 
	 	 	(4)	“Restricted area” means any
      county in Oregon or Washington in which Bancorp, the Bank or any of their
      subsidiaries either: 
	 
	 	 	 	(A)	Has a branch or other
      office at the commencement of the restricted period; or 
				              
    	
	 	 	 	(B)	Has decided to open a
      branch or other office during the restricted period, provided that fact
      has been communicated to the Executive before the Executive’s Termination
      of Employment. 
	  






			(5)	“Restricted period” means a period of: 
					 
			 	(A)	24 months from the
      date of the Executive’s Termination of Employment; or 
				              
    	
			 	(B)	36 months from the
      date of the Executive’s Termination Event if the Change in Control Benefit
      under Section 3.5 is payable. 
			 
	              
    	              
    	(6)	“Subsidiaries” mean any
      current or future subsidiary of Bancorp or the Bank, regardless of whether
      it is 100% owned by Bancorp or the Bank. 
			              
    	


	              
    	(b)	Restrictions. The Executive
      agrees that, during the restricted period, the Executive will not,
      directly or indirectly: 
		              
    	
		 	(1)	Except as provided in
      subsection (c) below, be employed by or provide services to any financial
      institution that engages in competing activities in the restricted area,
      whether as an employee, officer, director, agent, consultant, promoter or
      in any similar position, function or title; 
			              
    	
		 	(2)	Have any ownership or
      financial interest in any financial institution that engages in competing
      activities in the restricted area that violates the Company’s then current
      published ethical standards on ownership interests in competing
      businesses; 
		 
		 	(3)	Induce any employee of
      Bancorp, the Bank or their subsidiaries to terminate their employment with
      Bancorp, the Bank or their subsidiaries; 
		 
		 	(4)	Hire or assist in the
      hiring of any employee of Bancorp, the Bank or their subsidiaries for or
      by any financial institution that is not affiliated with Bancorp, the Bank
      or their subsidiaries; or 
		 
		 	(5)	Induce any person or
      entity (other than the Executive’s relatives or entities controlled by
      them) to terminate or curtail its business or contractual relationships
      with the Bank, Bancorp or their subsidiaries. 
		 
		(c)	Exceptions. Regardless of the
      restriction in subsection (b)(1) above, the Executive may be employed
      outside the restricted area as an employee, officer, agent, consultant or
      promoter of a financial institution that engages in competing activities
      in the restricted area, provided the Executive will not: 
		 
		 	(1)	Act within the
      restricted area as an employee or other representative or agent of that
      financial institution; 
		 
		 	(2)	Have any
      responsibilities for that financial institution’s operations within the
      restricted area; or 
		 
			(3)	Directly or indirectly
      violate the restrictions of subsection (b)(3), (4) and (5) above.
    
		  






		(d)	Forfeiture.
      If the Executive breaches the
      restrictions under subsection (b) above, the Executive will: 
				  
			(1)	Forfeit any benefits
      payable under this SERP that were unpaid as of the date of the breach;
      and 
	              
    	             
    	              
    	
			(2)	Promptly repay the
      Company, upon demand, any payments that were made. If the Executive does
      not repay that amount within fifteen (15) days after the date of the
      demand, the Executive will also pay interest on that amount at the rate of
      9% per annum. 


ARTICLE 8
CLAIMS
AND
APPEALS PROCEDURE 

	8.1	CLAIMS
      PROCEDURE. 
	              
    	
	 	(a)	Routine
      Payments. The Compensation Committee
      may authorize distribution of payments to the Executive or the Executive’s
      Beneficiary even though a formal claim has not been filed. 
		              
    	
	 	(b)	Formal
      Claims. 
	 
	 	 	(1)	Mandatory
      Procedure. Any claim that the
      Executive or a Beneficiary or anyone claiming on behalf of or through the
      Executive or a Beneficiary may make under ERISA or under any other
      applicable federal or state law must first be brought as a formal claim
      under this section. If that claim is denied, it will be subject to the
      claims appeal procedures of Section 8.2. 
			              
    	
	 	 	(2)	Form and Content
      of Claim. The claim shall be in any
      form reasonably acceptable to the Compensation Committee and must state
      the basis of the claim and also authorize the Compensation Committee and
      its designees to conduct any examinations necessary to determine the
      validity of the claim and take any steps necessary to facilitate the
      benefit payment. 
	 
	 	 	(3)	Submissions by
      Claimant. The claimant shall file
      the claim with the Executive Vice-President, Human Resources. The claimant
      may also submit written comments, documents, records and other information
      relating to the claim. 
	 






			(4)   
        	Access to
      Information. The claimant will be
      provided, upon request and free of charge, reasonable access to, and
      copies of, all nonconfidential or nonprivileged Company documents, records
      and other information relevant to the claim. 
			              
    	
	              
    	              
    	(5)   
        	Authorized
      Representative. The claimant may be
      represented by an individual authorized to act on behalf of the claimant.
      A representative’s authorization to act on behalf of the claimant must be
      established to the Compensation Committee’s reasonable
      satisfaction. 
			 
			(6)   
        	Review and
      Recommendation. The claim shall be
      reviewed by the Company’s Executive Vice-President, Human Resources and
      the Chief Executive Officer (if that office is not held by the Executive
      at that time), who shall make a recommendation to the Compensation
      Committee. 
			 


	              
    	(c)	Timeline.
      The Compensation Committee shall make a
      determination on the claim within 90 days after the date the claimant
      filed it with the Executive Vice-President, Human Resources. If more time
      is required for a special case, the Compensation Committee may take up to
      an additional 90 days to render a determination, but the claimant must be
      notified of the need for the extension of time within the initial 90- day
      period. This notification will explain the special circumstances requiring
      the extension of time as well as the date by which a determination is
      expected. 
		              
    	
		(d)	Explanation of Denial. If a
      claim is wholly or partially denied, the Compensation Committee shall
      provide the claimant with a notice of the decision, written in a manner
      calculated to be understood by the claimant, containing the following
      information: 
		 
		 	(1)	The specific reason or
      reasons for the denial and a discussion of why the specific reason or
      reasons apply; 
			              
    	
		 	(2)	References to the
      specific provisions of this SERP upon which the denial was based;
    
		 
		 	(3)	A description of any
      additional material or information necessary for the claimant to perfect
      the claim; and 
		 
		 	(4)	An explanation of the
      claims appeal procedures under this SERP. 
		 
		(e)	Deemed
      Denial. If a determination is not
      furnished to the claimant within 90 days of the date the claim was
      filed—or 180 days if it is a special case—the claim shall be deemed to be
      denied. 
		 
		(f)	Appeal of
      Denial. If the claimant disagrees with
      the denial, the claimant’s sole remedy shall be to proceed with the claims
      appeal procedures under Section 8.2. 
		 






	8.2	CLAIMS
      APPEAL
      PROCEDURES. 
	              
    	
	 	(a)	Written
      Request. If a claim is denied in whole
      or in part, the claimant or the claimant’s authorized representative may
      submit a written request for a review of the denial, including a statement
      of the reasons for the review. 
		              
    	
	 	(b)	Deadline.
      This request must be filed with the
      Compensation Committee within 60 days after the claimant receives notice
      of the denial. This time limit may be extended by the Compensation
      Committee if an extension appears to be reasonable in view of the nature
      of the claim and the pertinent circumstances. 
	 
	 	(c)	Conduct
      of Appeal. Upon receipt of such a
      request, the Compensation Committee shall afford the claimant an
      opportunity to review relevant documents and to submit issues and comments
      in writing. The Compensation Committee may hold a hearing or conduct an
      independent investigation. The Compensation Committee will consider all of
      the claimant’s submissions regardless of whether they were submitted or
      considered in the initial determination of the claim. 
	 
	 	(d)	Timeline.
      A decision on the review shall be
      rendered by the Compensation Committee not later than 60 days after
      receipt of the claimant’s request for the review. If more time is required
      for a special case, the Compensation Committee may take up to an
      additional 60 days to render a decision, but the claimant must be notified
      of the need for the extension of time within the initial 60-day period.
      This notification shall explain the special circumstances (such as the
      need to hold a hearing) which require the extension of time. 
	 
	 	(e)	Decision
      on Appeal. The decision shall be
      written in a manner calculated to be understood by the claimant and shall
      include: 
	 
	 	 	(1)	Specific reasons for
      the decision; 
			              
    	
	 	 	(2)	Specific references to
      the provisions of this SERP on which the decision is based; 
	 
	 	 	(3)	A statement that the
      claimant is entitled to receive, upon request and free of charge,
      reasonable access to, and copies of, all documents, records and other
      information relevant (as defined in applicable ERISA regulations) to the
      claimant’s claim for benefits; and 
	 
	 	 	(4)	A statement of the
      claimant’s right to bring a civil action under ERISA § 502(a), to the
      extent such an action is not preempted by the mandatory arbitration
      provision of Section 10.10. 
	 
	 	(f)	Deemed
      Denial. If the determination on the
      appeal is not furnished to the claimant within 60 days—or 120 days if it
      is a special case—the appeal shall be deemed to be denied. 
	 
	 	(g)	Exhaustion of Appeal Process Required. A claimant whose claim has been denied is required to exhaust the
      claims appeal procedures set forth in this section before commencing any
      arbitration or legal action. 
	 






	8.3	DISCRETIONARY
      AUTHORITY; STANDARDS OF
      PROOF
      AND REVIEW;
      RECORD ON REVIEW. 
	              
    	
	 	(a)	The
      Compensation Committee is the “named fiduciary” for purposes of ERISA.
      This SERP confers full discretionary authority on the Compensation
      Committee with regard to the administration of this SERP, including the
      discretion to: 
		              
    	
	 	 	(1)	Make findings of fact
      and determine the sufficiency of the evidence presented regarding a claim;
      and 
			              
    	
	 	 	(2)	Interpret and construe
      the provisions of this SERP and related administrative documents, if any,
      (including words and phrases that are not defined in this SERP or those
      documents) and correct any defect, supply any omission or reconcile any
      ambiguity or inconsistency. 
	 
	 	(b)	A decision
      by the Compensation Committee is required to be supported by substantial
      evidence only. That is, proof by a preponderance of the evidence, clear
      and convincing evidence or beyond a reasonable doubt is not
      required. 
	 
	 	(c)	A court of
      law or arbitrator reviewing any decision of the Compensation Committee,
      including those relating to the interpretation of this SERP or a claim for
      benefits under this SERP, shall be required to use the arbitrary and
      capricious standard of review. That is, the Compensation Committee’s
      determination may be reversed only if it was made in bad faith, is not
      supported by substantial evidence or is erroneous as to a question of
      law. 
	 
	 	(d)	In
      conducting its review of the Compensation Committee’s decision, a court or
      arbitrator shall be limited to the record of documents, testimony and
      facts presented to or actually known to the Compensation Committee at the
      time the decision was made. 


ARTICLE 9
AMENDMENT
AND
TERMINATION 

	9.1	BY
      MUTUAL
      AGREEMENT. Except as provided
      in Section 9.2, this SERP may be amended or terminated only by a written
      agreement signed by the Company and the Executive. 
	              
    	
	9.2	BY
      THE COMPANY. 
	 
	 	(a)	Subject to
      the restrictions in subsection (b) below, the Company may unilaterally
      amend or terminate this SERP at any time if in the opinion of the
      Company’s counsel or accountants, as a result of legislative, judicial or
      regulatory action, continuation of the SERP would: 
		              
    	
	 	 	(1)	Cause benefits to be
      taxable to the Executive before their actual receipt; or 
			              
    	
	 	 	(2)	Result in material
      financial penalties or other materially detrimental ramifications to the
      Company (other than the financial impact of paying the benefits).
    
	 






	              
    	(b)	Except as
      required by law, banking regulatory requirements or financial accounting
      requirements, an amendment or termination under subsection (a) above may
      not reduce: 
		              
    	
		 	(1)	The vested
      percentage of the Executive’s Adjusted Accrual Balance; 
			              
    	
		 	(2)	The amount
      of the Executive’s vested Adjusted Accrual Balance as determined as of the
      later of: 
		 
		 	 	(A)	The effective date of
      the amendment or termination; or 
				              
    	
		 	 	(B)	The date it is adopted
      or approved; or 
		 
		 	(3)	The amount
      of the benefit payments that are being made if the Executive’s benefits
      were in pay status as of the earlier of: 
		 
		 	 	(A)	The effective date of
      the amendment or termination; or 
		 
		 	 	(B)	The date it is adopted
      or approved. 
		 
		(c)	Except as
      required by law, banking regulatory requirements or financial accounting
      requirements, upon the termination of this SERP under subsection (a)
      above: 
		 
		 	(1)	The
      Executive’s Adjusted Accrual Balance and vesting credit will be frozen as
      of the later of: 
		 
		 	 	(A)	The effective date of
      the amendment or termination; or 
		 
		 	 	(B)	The date it is adopted
      or approved; 
		 
		 	(2)	Interest
      will be credited on the Executive’s frozen vested Accrual Balance at an
      annual rate of 6% compounded monthly; and 
		 
		 	(3)	The Company
      may either: 
		 
		 	 	(A)	Hold and disburse the
      Executive’s frozen vested Accrual Balance (as adjusted under paragraph (2)
      above) in accordance with the otherwise applicable terms and conditions of
      this SERP; or 
		 
		 	 	(B)	Disburse that amount
      in a lump sum at such earlier date as is permissible under Treas. Reg. §
      1.409A-3(j)(ix). 
		 


ARTICLE 10
GENERAL PROVISIONS


	10.1	ADMINISTRATION. The Compensation Committee
      shall have all powers necessary or desirable to administer this SERP,
      including but not limited to: 
	              
    	
	 	(a)	Establishing and
      revising the method of accounting for the SERP; 
		              
    	
	 	(b)	Maintaining a record
      of benefit payments; 
	 






		(c)	Establishing rules and
      prescribing any forms necessary or desirable to administer the
      SERP; 
	              
    	              
    	
		(d)	Interpreting the
      provisions of the SERP; and 
		 
		(e)	Delegating to others
      certain aspects of the Compensation Committee’s managerial and operational
      responsibilities, including employing advisors and delegating ministerial
      duties. 
		 


	10.2	RECEIPT
      AND RELEASE FOR
      PAYMENTS. 
	              
    	
	 	(a)	The
      Compensation Committee may require the recipient of a payment, as a
      condition precedent to the payment, to execute a receipt and, in the case
      of a payment in full, a release for the payment. The receipt and the
      release shall be in a form satisfactory to the Compensation
      Committee. 
		              
    	
	 	(b)	Payment may
      be made by a deposit to the credit of the Executive or a Beneficiary, as
      applicable, in any bank or trust company. 
	 
	 	(c)	Payment may
      be made to the individual or institution maintaining or having custody of
      the Executive or Beneficiary, as applicable, if the Compensation Committee
      receives satisfactory evidence that: 
	 
	 	 	(1)	A person entitled to
      receive any benefit under this SERP is, at the time the benefit is
      payable, physically, mentally or legally incompetent to receive payment
      and provides a valid receipt for it; 
			              
    	
	 	 	(2)	An individual or
      institution is maintaining or has custody of that person; and

	 
	 	 	(3)	No guardian, custodian
      or other representative of the estate of that person has been
      appointed. 
	 
	 	(d)	The receipt
      of the recipient or a canceled check shall be a sufficient voucher for the
      Company. The Company is not required to obtain from the recipient an
      accounting for the payment. 
	 
	 	(e)	If a dispute
      arises over a distribution, payment may be withheld until the dispute is
      determined by a court of competent jurisdiction or settled, to the
      satisfaction of the Compensation Committee, by the parties concerned. The
      Compensation Committee may require a hold harmless agreement on behalf of
      the Company and the SERP before making payment. 
	 
	10.3	OTHER
      COMPENSATION AND
      TERMS OF
      EMPLOYMENT.
      This SERP is not an express or implied
      employment agreement. Accordingly, other than providing for certain
      benefits payable upon a Termination of Employment, this SERP will not
      affect the determination of any compensation payable by the Company to the
      Executive, nor will it affect the other terms of the Executive’s
      employment with the Company. The specific arrangements referred to in this
      SERP are not intended to exclude or circumvent any other benefits that may
      be available to the Executive under the Company’s employee benefit or
      other applicable plans, upon the Executive’s Termination of
      Employment. 
	  






	10.4	WITHHOLDING. 
			 
		(a)   
        	Income Tax.
      Applicable federal, state and local
      income tax withholding will be withheld from all payments made under this
      SERP. 
		              
    	
	              
    	(b)	FICA.
      To the extent allowable under
      applicable regulations: 
		 
		 	(1)	The present value of the vested
      benefits under this SERP will be taken into account as FICA wages in the
      year they become vested; 
			              
    	
		 	(2)	Present value will be determined
      using reasonable actuarial equivalency factors acceptable to the
      Compensation Committee; 
		 
		 	(3)	The employee portion of each
      year’s FICA liability will be deducted from the Executive’s other cash
      compensation for that year; and 
		 
		 	(4)	FICA will not be deducted from
      any payments made under this SERP. 
		 


	10.5	UNFUNDED
      ARRANGEMENT. 
	              
    	
	 	(a)	The Company’s payment obligation
      under this SERP is purely contractual and is not funded or secured in any
      manner by any asset, pledge or encumbrance of the Company’s
      property. 
		              
    	
	 	(b)	This SERP is not intended to
      create, and should not be construed as creating, any trust or trust fund.
      The benefits accrued under this SERP and any assets acquired by the
      Company to finance its payment obligations under this SERP shall not be
      held in a trust (other than a grantor trust of the Company), escrow or
      similar fiduciary capacity. 
	 
	 	(c)	Any insurance policy on the
      Executive’s life the Company may acquire to assist it in financing its
      obligations under this SERP is a general asset of the Company and neither
      the Executive nor anyone else claiming on behalf of or through the
      Executive shall have any right with respect to, or claim against, that
      policy. 
	 
	 	(d)	The Executive and any Beneficiary
      are general unsecured creditors of the Company with respect to the payment
      of the benefits under this SERP. 
	 
	10.6	BENEFITS
      NOT
      ASSIGNABLE. The accrued
      benefits under this SERP shall not be considered assets under state law or
      bankruptcy law of the Executive or of any Beneficiary. The Executive and
      any Beneficiary shall not have any right to alienate, anticipate, pledge,
      encumber or assign any of the benefits payable under this SERP. The
      Executive’s or any Beneficiary’s benefits shall not be subject to any
      claim of, or any attachment, garnishment or other legal process brought
      by, any of his or her creditors.
	 	
	10.7	BINDING
      EFFECT.
      This SERP binds and inures to the
      benefit of the parties and their respective legal representatives, heirs,
      successors and assigns. 
	 
	10.8	REORGANIZATION. The Company shall not merge or
      consolidate into or with another company, or reorganize, or sell
      substantially all of its assets to another company, firm, or person unless
      that succeeding or continuing company, firm or person agrees to assume and
      discharge the obligations of the Company under this SERP. Upon the
      occurrence of such an event, the term “Company” as used in this SERP shall
      be deemed to refer to the successor or survivor company. 
	 






	10.9	APPLICABLE LAW.
      
	              
    	 
	 	(a)	This SERP shall be construed
      and its validity determined according to the laws of the State of Oregon,
      other than its law regarding conflicts of law or choice of law, to the
      extent not preempted by federal law. 
		              
    	
	 	(b)	Any dispute arising out of
      this SERP must be brought in either Clackamas County or Multnomah County,
      Oregon, and the parties will submit to personal jurisdiction in either of
      those counties. 
			 	 
	 
	10.10	ARBITRATION.
      Any dispute or claim arising out of or
      brought in connection with this SERP, will, if requested by any party, be
      submitted to and settled by arbitration under the rules then in effect of
      the American Arbitration Association (or under any other form of
      arbitration mutually acceptable to the parties involved). Any award
      rendered in arbitration will be final and will bind the parties, and a
      judgment on it may be entered in the highest court of the forum having
      jurisdiction. The arbitrator will render a written decision, naming the
      substantially prevailing party in the action, and, subject to Section
      10.11(b), will award that party all costs and expenses incurred, including
      reasonable attorneys’ fees. 
	 






	10.11	ATTORNEYS’ FEES. 
	              
    	
	 	(a)	If any
      breach of or default under this SERP results in either party incurring
      attorneys’ or other fees, costs or expenses (including those incurred in
      an arbitration), the substantially prevailing party is entitled to recover
      from the non-prevailing party its reasonable legal fees, costs and
      expenses, including attorneys’ fees and the costs of the arbitration,
      except as provided in subsection (b) below. 
		              
    	
	 	(b)	If the
      Executive is not the substantially prevailing party, the Executive shall
      be liable to pay the Company under subsection (a) above only if the
      arbitrator determines that: 
	 
	 	 	(1)	There was no
      reasonable basis for the Executive’s claim (or the Executive’s response to
      the Company’s claim); or 
			              
    	
	 	 	(2)	The Executive had
      engaged in unreasonable delay, failed to comply with a discovery order or
      otherwise acted in bad faith in the arbitration. 
	 
	 	(c)	Either party
      shall be entitled to recover any reasonable attorneys’ fees and other
      costs and expenses it incurs in enforcing or collecting an arbitration
      award. 
	 
	 	(d)	If an award
      under this section is made to the Executive and accountants or tax counsel
      selected by Company with the Executive’s consent (which shall not be
      unreasonably withheld) determine that the award is includible in
      Executive’s gross income, the Company shall also pay the Executive a
      gross-up payment to offset the taxes imposed on that award, including the
      taxes on the gross-up payment itself. This gross-up payment shall be
      determined following the methodology employed in the Change in Control
      Agreement. 
	 
	10.12	ENTIRE
      AGREEMENT.
      This SERP constitutes the entire
      agreement between the Company and the Executive as to its subject matter.
      No rights are granted to the Executive by virtue of this SERP other than
      those specifically set forth in this document and any amendments to
      it. 
		 
	10.13	CONSTRUCTION.
      The language of this SERP was chosen
      jointly by the parties to express their mutual intent. No rule of
      construction based on which party drafted the SERP or certain of its
      provisions will be applied against any party. 
	  
	10.14	SECTION HEADINGS; CITATIONS. The section headings used in this SERP have
      been included for convenience of reference only. Citations to statutes,
      regulations or FASB policies or statements are to those provisions as
      amended or to any successor provision. 
		 
	10.15	COUNTERPARTS. This SERP may be executed in one or more
      counterparts, and all counterparts will be construed together as one plan.
    
	 






	10.16	SEVERABILITY. If any provision of this SERP is, to any extent, held to be invalid
      or unenforceable, it will be deemed amended as necessary to conform to the
      applicable laws or regulations. However, if it cannot be amended without
      materially altering the intentions of the parties, it will be deleted and
      the remainder of this SERP will be enforced to the extent permitted by
      law. 
	              
    	 
	10.17	JOINT AND SEVERAL OBLIGATION. Bancorp and the
      Bank will be jointly and severally liable for the payment obligations
      under this Agreement. 
	  
	 
	 


	EXECUTIVE: 	          	COMPANY: 
			 
	  		WEST
      COAST BANCORP  
			 
	/s/ Robert D. Sznewajs  		By:	/s/ Cynthia J. Sparacio  
	Robert
      D. Sznewajs  		  
	  	 	Title:  	Executive Vice President, Director of Human
      Resources  
	Date:  	February 4, 2009  		  
	  		Date:  	January 29, 2009  
	  
	  
	  		WEST
      COAST BANK  
	  
	  		By: 	/s/ Cynthia J. Sparacio  
				 
	  		Title:  	Executive Vice President, Director of Human
      Resources  
				 
	  		Date:  	January 29, 2009