Exhibit 10.1

INDEMNIFICATION AGREEMENT


     This
Indemnification Agreement ("Agreement"), dated as
of                                        ,
2008, is between WEST COAST BANCORP (the "Corporation"), West Coast Bank (the
"Bank"), the Corporation's wholly owned banking subsidiary, and ("Indemnitee").


RECITALS 

	A.	Indemnitee is a member of the board of
      directors or officer of the Corporation and/or one or more of its
      affiliate corporations, including the Bank, performing valuable services
      for the Corporation and the Bank. 
	              
    	
	B.	The Corporation's Articles of
      Incorporation ("Articles") and Bylaws ("Bylaws") include provisions
      governing the indemnification of directors, officers, agents and employees
      of the Corporation in accordance with the Oregon Business Corporation Act
      (the "Act"). 
	 
	C.	The Articles, Bylaws and the Act, by
      their non-exclusive nature, permit contracts between the Corporation and
      its directors and officers to indemnify and advance expenses to those
      directors and officers. 
	 
	D.	The Corporation has purchased and
      maintains a policy or policies of Directors and Officers Liability
      Insurance ("D & O Insurance") covering certain liabilities that may be
      incurred by its directors and officers in the performance of their
      duties. 
	 
	E.	Due to changes in the terms, scope and
      availability of D & O Insurance, and the potential scenarios under
      which it is possible that liability may be asserted against a corporate or
      bank director, uncertainty may exist as to the sufficiency of protection
      afforded directors and officers under such D & O Insurance.
  
	 
	F.	To induce Indemnitee to continue
      service, and effectively carry out his or her duties, as a director or
      officer of the Corporation and/or one or more of its affiliate
      corporations, including the Bank, the Corporation and the Bank desire to
      enter this contract with Indemnitee. 


     Therefore, in consideration of Indemnitee's continued service as a
director, officer or other agent of the Corporation, the Bank, and/or one or
more other subsidiaries of the Corporation, the parties agree as follows:


AGREEMENT 

	1.	INDEMNITY. The Corporation agrees to
      hold harmless and indemnify Indemnitee: 
	              
    	 
	
      to the fullest extent permitted or required under
      Section 60.387 to 60.414 of the Act, and 12 U.S.C. 1828(k), as each may be
      amended from time to time (provided that no such amendment that reduces
      the indemnification required thereunder to be provided to Indemnitee shall
      be deemed to adversely affect any of Indemnitee’s rights to
      indemnification or otherwise hereunder), and any successor to such
      provisions as may be enacted from time to time; and

      against any and all expenses (including attorneys'
      fees), witness fees, losses, claims, liabilities, judgments, fines, ERISA
      excise taxes, and amounts paid in settlement actually and reasonably
      incurred by Indemnitee in connection with any threatened, pending or
      completed action, suit, arbitration, alternative dispute resolution
      mechanism, investigation or administrative hearing or other proceeding,
      whether civil, criminal, administrative or investigative (including an
      action by or in the right of the Corporation) to which Indemnitee is, was
      or at any time becomes a party, or is threatened to be made a party, by
      reason of the fact that Indemnitee is, was or at any time becomes a
      director, officer, partner, trustee, administrator, committee member,
      employee or agent of the Corporation, or is or was serving or at any time
      serves at the request of the Corporation as a director, officer, partner,
      trustee, administrator, committee member, employee or agent of any (i)
      other corporation, including without limitation a corporate affiliate of
      the Corporation, (ii) partnership, (iii) joint venture, (iv) trust, (v)
      employee benefit plan or (vii) other
enterprise.








	2.	LIMITATIONS ON ADDITIONAL INDEMNITY. No
      indemnity under Section 1 will be paid or provided by the
      Corporation: 
	              
    	
	
      for expenses or liabilities to the extent actually paid
      to the Indemnitee under any D & O Insurance purchased and maintained
      by the Corporation;

      on account of any action, suit or proceeding brought by
      or on behalf of the Corporation in which judgment is rendered holding the
      Indemnitee liable to the Corporation, except to the extent otherwise
      permitted by law;

      on account of Indemnitee's conduct which is finally
      adjudged to be not in good faith, willful misconduct, or a knowing
      violation of law; 

      on account of Indemnitee's conduct which is the subject
      of an action, suit or proceeding described in Section 6(c)(ii);

      on account of any action, claim or proceeding (other
      than a proceeding referred to in Section 7(b)) initiated by the Indemnitee
      unless such action, claim or proceeding is specifically authorized by
      action of the Corporation's board of directors;

      on account of any action, claim or proceeding referred
      to in Section 8(b) which action is finally adjudged to be frivolous or
      made not in good faith;

      on account of any liability arising under Section 16(b)
      of the Securities Exchange Act of 1934 and amendments thereto or any
      similar provision of federal or state statutory law;

      on account of a proceeding charging improper personal
      benefit to Indemnitee in which Indemnitee was adjudged liable on the basis
      that personal benefit was improperly received; or

      if a final decision by a Court having jurisdiction in
      the matter determines that such indemnification is not lawful.
    




	3.	MUTUAL ACKNOWLEDGMENT. The parties
      acknowledge that, in certain instances, federal laws and regulations or
      public policy may supplement, change or override applicable state law and
      may in some cases even prohibit the Corporation and/or the Bank from
      indemnifying Indemnitee. For example, Indemnitee acknowledges that the
      Securities and Exchange Commission (the "SEC") takes the position that
      indemnification is not permitted for liabilities arising under certain
      federal securities laws, and federal legislation prohibits indemnification
      for certain ERISA violations, and that it is possible that the SEC could
      seek to enforce this position with respect to indemnification proposed to
      be made by the Corporation.
	              
    	 
	4.	CONTINUATION OF OBLIGATIONS. Under this
      Agreement the Corporation is obligated to Indemnitee for any period
      Indemnitee is or was a director, officer, employee or agent of the
      Corporation (or is or was serving at the request of the Corporation as a
      director, officer, partner, trustee, administrator, committee member,
      employee or agent of another (i) corporation, including without
      limitation, a corporate affiliate of Corporation, (ii) partnership, (iii)
      joint venture, (iv) trust, (v) employee benefit plan or (vi) other
      enterprise). Furthermore, this obligation will continue after
      Indemnittee's service as a director, officer, employee or other agent
      terminates and so long as Indemnitee may be subject to any possible claim
      or threatened, pending or completed action, suit or proceeding, whether
      civil, criminal or investigative, by reason of the fact that Indemnitee
      was a director or an officer of the Corporation or was serving at the
      Corporation's request as a director, officer, partner, trustee,
      administrator, committee member, employee or agent of another (i)
      corporation, including without limitation, a corporate affiliate of
      Corporation, (ii) partnership, (iii) joint venture, (iv) trust, (v)
      employee benefit plan or (vi) other
enterprise.







	5.	
      NOTIFICATION AND DEFENSE OF CLAIM.
      Within 30 days after Indemnitee receives any notice of the commencement of
      any action, suit, or proceeding, Indemnitee will notify the Corporation of
      it, if a claim with respect to the action may be made against the
      Corporation under this Agreement. The failure to so notify the Corporation
      will not relieve the Corporation from any liability it may have to
      Indemnitee (a) under authority other than this Agreement or (b) except to
      the extent that the Corporation is actually prejudiced with respect to
      such action, suit or proceeding as a result of such failure of
      notification. With respect to any action, suit or proceeding of which
      Indemnitee timely notifies the Corporation: 

		 
	
      the Corporation is entitled to participate at its own
      expense;

      except as otherwise provided below, the Corporation
      (jointly with any other indemnifying party similarly notified) is entitled
      to assume the defense of the action with counsel reasonably satisfactory
      to Indemnitee; and

      the Corporation is not liable to indemnify Indemnitee
      under this Agreement for any amounts paid in settlement of any action or
      claim that is effected without its written consent. 

		 
		
      After notice from the Corporation to
      Indemnitee of its election to assume the defense of the action and
      acknowledging its obligations hereunder, the Corporation, provided that it
      complies with its indemnification obligations hereunder, will not be
      further liable to Indemnitee under this Agreement for any legal or other
      expenses subsequently voluntarily incurred by Indemnitee in connection
      with the defense of the action, other than reasonable costs of
      investigation or as otherwise provided below. Indemnitee may employ its
      counsel in such action (and the Corporation shall cause its counsel to
      cooperate reasonably with such counsel employed by Indemnitee) but the
      fees and expenses of such counsel incurred after notice from the
      Corporation of its assumption of the defense will be at the expense of
      Indemnitee unless (i) Indemnitee's employment of counsel is authorized by
      the Corporation, (ii) Indemnitee reasonably concludes that there may be a
      conflict of interest between the Corporation and Indemnitee in the conduct
      of the defense of such action or (iii) the Corporation has not employed
      counsel to assume the defense of such action, in each of which cases the
      fees and expenses of Indemnitee's separate counsel will be at the expense
      of the Corporation. The Corporation is not entitled to assume the defense
      of any action, suit, or proceeding brought by or on behalf of the
      Corporation or as to which Indemnitee has made the conclusion provided for
      in (ii) above.

      The Corporation is permitted to settle
      any action except that it may not settle any action or claim in any manner
      which would impose any penalty or limitation on Indemnitee without
      Indemnitee's written consent. Neither the Corporation nor Indemnitee will
      unreasonably withhold its consent to any proposed settlement.
    

	              
    	 
	6.      	ADVANCEMENT AND REPAYMENT OF
      EXPENSES. 
		 
	
      If Indemnitee employs his/her own counsel, the cost of
      which is to be indemnified by the Corporation under Section 5, the
      Corporation will advance to Indemnitee any and all reasonable expenses
      (including legal fees and expenses) incurred in investigating or defending
      any such action, suit or proceeding. These expenses must be advanced
      promptly before any final disposition of any threatened or pending action,
      suit or proceeding, whether civil, criminal, administrative or
      investigative and in event no later than 10 days after receiving copies of
      invoices presented to Indemnitee for such expenses. Indemnitee’s
      entitlement to such advancement of Expenses shall include those incurred
      in connection with any Proceeding by
      Indemnitee seeking an adjudication or award in arbitration pursuant to
      this Agreement. 

      Advancement of expenses pursuant to (a) above is
      conditioned on Indemnitee furnishing the Corporation with: (i) a written
      affirmation of the Indemnitee's good faith belief that Indemnitee is
      entitled to be indemnified by the Corporation and (ii) an agreement that
      Indemnitee will reimburse the Corporation for all reasonable expenses paid
      by the Corporation in defending any civil or criminal action, suit or
      proceeding against Indemnitee if, and only to the extent that, it is
      ultimately determined by a final judicial decision (from which there is no
      right of appeal) that Indemnitee is not entitled to be indemnified by the
      Corporation for such expenses. 

      The Corporation is not required to advance expenses to
      Indemnitee if Indemnitee (i) commences any action, suit or proceeding as a
      plaintiff, unless such advance is specifically approved by a majority of
      the Corporation's board of directors or (ii) is a party to an action, suit
      or proceeding brought in good faith by the Corporation and approved by a
      majority of the Corporation's board which alleges willful misappropriation
      of corporate assets by Indemnitee, disclosure of confidential information
      by Indemnitee in violation of Indemnitee's fiduciary or contractual
      obligations to the Corporation, or any other willful, deliberate and
      material breach by Indemnitee of Indemnitee's duty to the Corporation, its
      affiliates, or its shareholders.








	7. 	BANK OBLIGATION. Subject to the
      limitations set forth in this Agreement or as may be imposed by applicable
      laws or regulations, the Bank jointly agrees to provide indemnity and
      advance or pay expenses to Indemnitee under the terms of this Agreement,
      without Indemnitee first having to proceed against the Corporation, so
      long as the Bank's board of directors has not in good faith determined in
      writing, after due investigation and consideration, that indemnity or
      advance or payment will materially adversely affect the Bank's safety and
      soundness. 
	              
    	
	8.	ENFORCEMENT. 
	 
	 	The Corporation and the Bank each
      confirm that they have each entered into this Agreement to induce
      Indemnitee to continue as a director or an officer of the Corporation, the
      Bank, and one or more other affiliates of the Corporation, and
      acknowledges that Indemnitee is relying upon this Agreement in continuing
      in such capacities. 
	 
	 	If Indemnitee successfully brings any
      action to enforce rights or to collect moneys due under this Agreement,
      the Corporation will reimburse Indemnitee for all Indemnitee's reasonable
      fees and expenses in bringing and pursuing such action. 
	 
	9.	SUBROGATION. If the Corporation or the
      Bank pays Indemnitee under this Agreement, the Corporation will be
      subrogated to the extent of such payment to all of the rights of recovery
      of Indemnitee, who agrees to execute all documents required and, at the
      expense of the Corporation, to do all acts necessary to secure such rights
      and to enable the Corporation and the Bank effectively to bring suit to
      enforce such rights. 
	 
	10.	NON-EXCLUSIVITY OF RIGHTS. The rights
      conferred on Indemnitee by this Agreement are not exclusive of any other
      right which Indemnitee may have or hereafter acquire under any statute,
      provision of the Articles or Bylaws, agreement, vote of shareholders or a
      resolution of directors, or otherwise, both as to action in his/her
      official capacity and as to action in another capacity while holding
      office. 
	 
	11.	SURVIVAL OF RIGHTS. The rights conferred
      on Indemnitee by this Agreement continue after Indemnitee ceases to be a
      director, officer, employee, or other agent of the Corporation and will
      inure to the benefit of Indemnitee's heirs, executors, and administrators.
      No reduction or limitation of any exculpation or indemnification right
      pursuant to any provision of the Articles or Bylaws, or of any agreement
      or vote of shareholders or directors, based on the fact that Indemnitee is
      no longer serving as a director, officer, employee or other agent of the
      Corporation shall be deemed to reduce or limit any of Indemnitee’s rights
      hereunder. 
	 
	12.	SEPARABILITY. Each provision of this
      Agreement is a separate and distinct agreement independent of others. If
      any provision is held to be invalid or unenforceable for any reason, such
      invalidity or unenforceability will not affect the validity or
      enforceability of the other provisions or the obligation of the
      Corporation to indemnify the Indemnitee to the full extent provided by the
      Articles, Bylaws or the Act. 
	 
	13.	GOVERNING LAW. This Agreement is
      interpreted and enforced in accordance with the laws of the State of
      Oregon, without regard to its conflicts of law rules.








	14.	BINDING EFFECT. This Agreement is
      binding upon Indemnitee and upon the Corporation, its successors and
      assigns, and inures to the benefit of Indemnitee, his/her heirs, personal
      representatives, and assigns and to the benefit of the Corporation, its
      successors and assigns.
	              	
	15.	AMENDMENT AND TERMINATION. No amendment,
      modification, termination, or cancellation of this Agreement is effective
      unless in writing signed by both parties.
	 


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     IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of 

       , 2008: 


	WEST COAST
      BANCORP  
	 
	 	 	 	 
	 
	Robert D.
      Sznewajs  
	 
	President
      and CEO  
	 
	 
	 
	WEST COAST
      BANK  
	 
	 	 	 
	 
	Robert D.
      Sznewajs  
	 
	President
      and CEO  
	 
	 
	 
	INDEMNITEE