Exhibit 10.4 

CHANGE IN CONTROL AGREEMENT

2008 Restatement 

Effective Date: January 1, 2004,

As Amended and Restated December 30, 2008, 
For Compliance with Code §
409A 

This CHANGE IN CONTROL AGREEMENT
(“Agreement”) is made by WEST COAST BANCORP (“Bancorp”) and WEST COAST BANK
(“Bank”) (collectively “Company”) and XANDRA McKEOWN (“Executive”). 

RECITALS 

	A.	The Executive is
      employed by the Company as its Executive Vice President, Commercial
      Banking Group Manager.
	 
	B.	The Board recognizes
      that a possible or threatened Change in Control may result in key
      management personnel being concerned about their continued employment
      status or responsibilities. In addition, they may be approached by other
      companies offering competing employment opportunities. Consequently, they
      will be distracted from their duties and may even leave the Company during
      a time when their undivided attention and commitment to the best interests
      of the Company and Bancorp’s shareholders would be vitally
      important.
	 
	C.	The Company considers
      it essential to its best interests and those of Bancorp’s shareholders to
      provide for the continued employment of key management personnel in the
      event of a Change in Control.
	 
	D.	Therefore, in order
      to—
	 
	              
    	(7)	Encourage the Executive to assist
      the Company during a Change in Control and be available during the
      transition afterwards;
		              
    	
	 	(8)	Give assurance regarding the
      Executive’s continued employment status and responsibilities in the event
      of a Change in Control;
	 
	 	(9)	Provide the Executive with Change
      in Control benefits competitive with the Company’s peers; and
	 
	 	(4)	Comply with the requirements of
      Internal Revenue Code § 409A so that the Change in Control benefits can
      continue to be provided to the Executive on a tax-deferred basis until
      they are actually paid to the Executive
	 
	 	—the parties agree to
      the following amended and restated:


TERMS AND CONDITIONS 

	1.	DEFINITIONS. Words and phrases appearing in
      this Agreement 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.
	 
	              
    	(a)	“Beneficial Ownership”
      means direct or indirect ownership
      within the meaning of Rule 13(d)(3) under the Exchange Act.
		              
    	






	              
    	(b)	“Board”
      means Bancorp’s Board of
      Directors.
		 
		(c)	“Cause”
      means either:
		 
		              
    	(1)	Any of the
      circumstances that qualify as grounds for termination for cause under the
      Executive’s employment agreement as in effect at the time; or
		 
		 	(2)	If no
      employment agreement is in effect at that time or if the employment
      agreement in effect at that time does not specify grounds for termination
      for cause, any of the following circumstances shall qualify as “Cause”
      under this Agreement:
			              
    	
		 	 	(A)	Embezzlement, dishonesty or other fraudulent acts involving the
      Company or the Company’s business operations;
		 
		 	 	(B)	Material
      breach of any confidentiality agreement or policy;
		 
		 	 	(C)	Conviction
      (whether entered upon a verdict or a plea, including a plea of no contest)
      on any felony charge or on a misdemeanor reflecting upon the Executive’s
      honesty;
		 
		 	 	(D)	An act or
      omission that materially injures the Company’s reputation, business
      affairs or financial condition, if that injury could have been reasonably
      avoided by the Executive; or
		 
		 	 	(E)	Willful
      misfeasance or gross negligence in the performance of the Executive’s
      duties provided, however, that the Executive is first given:
		 
		 	 	              
    	(i)	Written notice by the
      Committee specifying in detail the performance issues; and
		 
		 	 	 	(ii)	A reasonable
      opportunity to cure the issues specified in the notice.
					              
    	
		(d)	“Change
      in Control” means:
		 
		 	(1)	Except as
      provided in subparagraph (B) below, an acquisition or series of
      acquisitions as described in subparagraph (A) below.
		 
		 	 	(A)	The
      acquisition by a Person of the Beneficial Ownership of more than 30% of
      either:
		 
		 	 	 	(i)	Bancorp’s then
      outstanding shares of common stock; or
		 
		 	 	 	(ii)	The combined voting
      power of Bancorp’s then outstanding voting securities entitled to vote
      generally in the election of directors;
		 






	              
    	                             
      	(B)          	This paragraph
      (1) does not apply to any acquisition:
		 
			(i)	Directly from the
    Company;
		 
		 	(iv)	By the Company; or
		 
		 	(iii)	Which is part of a transaction
      that satisfies the exception in paragraph (3)(A), (B) and (C)
    below;
			              
    	


	              
    	              
    	(2)	The incumbent directors
      cease for any reason to be a majority of the Board. The “incumbent
      directors” are directors who are either:
		 
		 	              
    	(A)	Directors on the
      Effective Date; or
		 
		 	 	(B)	Elected, or nominated
      for election, to the Board by a majority vote of the members of the Board
      or the Nominating Committee of the Board who were directors on the
      Effective Date. However this subparagraph (B) does not include any
      director whose election came as a result of an actual or threatened
      election contest regarding the election or removal of directors or other
      actual or threatened solicitation of proxies by or on behalf of a Person
      other than the Board;
				              
    	
		 	(3)	Consummation of a
      merger, reorganization or consolidation of Bancorp or the sale or other
      disposition of substantially all of its assets, except where:
		 
		 	 	(A)	Persons who,
      immediately before the consummation, had, respectively, a Controlling
      Interest in and Voting Control of Bancorp have, respectively, a
      Controlling Interest in, and Voting Control of the resulting
    entity;
		 
		 	 	(B)	No Person (other than
      the entity resulting from the transaction or an employee benefit plan
      maintained by that entity) has the Beneficial Ownership of more than 30%
      of either:
		 
		 	 	 	(i)	The resulting entity’s then
      outstanding shares of common stock or other comparable equity security;
      or
		 
		 	 	 	(ii)	The combined voting power of the
      resulting entity’s then outstanding voting securities entitled to vote
      generally in the election of directors, 
						 
					except to the extent that Person
      held that Beneficial Ownership before the consummation; and
		 
		 	 	(C)	A majority of the
      members of the board of directors of the resulting entity were members of
      the Board at either the time:
		 
		 	 	 	(iii)	The transaction was approved by
      the Board; or
		 
		 	 	 	(ii)	The initial agreement for the
      transaction was signed; or
					              
    	
		 	(4)	Approval by Bancorp’s
      shareholders of its complete liquidation or dissolution.
		 
		(e)	“Change in Control
      Proposal” means any proposal or offer
      that is intended to or has the potential to result in a Change in
      Control.
		 






	              
    	(f)	“Code”
      means the Internal Revenue Code of
      1986.
		              
    	
		(g)	“Committee” means the
      Compensation and Personnel Committee of the Board.
		 
		(h)	“Controlling Interest” means
      Beneficial Ownership of more than 50% of the outstanding shares of common
      stock of a corporation or the comparable equity securities of a
      noncorporate business entity.
		 
		(i)	“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 Committee, the Executive will submit proof of the carrier’s
      or the Social Security Administration’s determination.
		 
		(j)	“Effective Date” means January
      1, 2004, the original effective date of this Agreement. (The effective
      date of this 2008 Restatement is December 30, 2008.)
		 
		(k)	“ERISA”
      means the Employee Retirement Income
      Security Act of 1974.
		 
		(l)	“Exchange
      Act” means the Securities Exchange Act
      of 1934.
		 
		(m)	“Good
      Reason” means any one of the
      following:
		 
		 	(1)	Any material
      reduction in the Executive’s salary or reduction or elimination of any
      compensation or benefit plan benefiting the Executive, which reduction or
      elimination does not generally apply to substantially all similarly
      situated employees of the Company or such employees of any successor
      entity or of any entity in control of Bancorp or the Bank;
		 
		 	(2)	A relocation
      or transfer of the Executive’s place of employment to an office or
      location that is more than 35 miles from the Executive’s then current
      place of employment; or
			              
    	
		 	(3)	A material
      diminution in the Executive’s responsibilities, authority or
    duties.
		 
		(n)	“Person”
      means any individual, entity or group
      within the meaning of Sections 13(d) and 14(d) of the Exchange Act, other
      than a trustee or fiduciary holding securities under an employee benefit
      plan of the Company.
		 
		(o)	“Termination Event” means any of
      the following events:
		 
		 	(1)	The
      Executive terminates employment for Good Reason within 24 months after a
      Change in Control; provided, however, that for purposes of Section 4(g)(2)
      of this Agreement (exception to the six-month delay in payment of the
      severance benefit), the Executive will be deemed to have terminated
      employment for Good Reason only if:
		 
		 	 	(A)	The
      termination occurs within 24 months after the occurrence of a Good Reason
      event; and
				              
    	
		 	 	(B)	Before
      terminating employment, the Executive provided the Company:
		 
		 	 	 	(i)	With reasonable notice
      of the occurrence of the Good Reason event; and
					              
    	






	 	 	 	 	(ii)          A
      period of at least 30 days in which the Company could remedy the Good
      Reason event;
	 
	 	 	(2)	The Company terminates
      the Executive’s employment other than for Cause, Disability or death
      within 24 months after a Change in Control;
	 
	 	 	(3)	The Company terminates
      the Executive’s employment before a Change in Control if:
	 
	 	 	 	(A)	The termination is not
      for Cause, Disability or death; and
				              
    	
	 	 	 	(B)	The termination occurs
      either on or after:
	 
	 	 	 	 	(v)	The announcement by Bancorp, or
      any other Person, that a Change in Control is contemplated or intended;
      or
					              
    	
	 	 	 	 	(vi)	The date a contemplated or
      intended Change in Control should have been announced under applicable
      securities or other laws; or
	 
	 	 	(4)	The date the
      Executive’s period of continued employment under Section 3(b)
    ends.
	 
	 	(p)	“Voting Control”
      means holding more than 50% of the
      combined voting power of an entity’s then outstanding securities entitled
      to vote in the election of its directors or other governing
  body.
	 
	2.	INITIAL TERM;
      RENEWALS; EXTENSION.
	              
    	
	 	(a)	The initial term of
      this Agreement begins on the Effective Date and ends on December 31,
      2004.
		              
    	
	 	(b)	Following this initial
      term, this Agreement will automatically renew on January 1 of each year
      for subsequent one-year terms, unless not later than the September 30
      preceding the upcoming renewal date, either the Company or the Executive
      gives the other written notice terminating this Agreement as of the
      upcoming December 31.
	 
	 	(c)	If a definitive
      agreement providing for a Change in Control is signed on or before the
      expiration date of the initial term or any renewal term, the term of this
      Agreement then in effect will automatically be extended to 24 months after
      the effective date (as stated in the definitive agreement) of the Change
      in Control. During this extended period, the Board may not terminate this
      Agreement without the Executive’s written consent.
	 
	3.	EXECUTIVE'S
      OBLIGATIONS.
	 
	 	(a)	The Executive agrees
      that, upon notification that the Company has received a Change in Control
      Proposal, the Executive shall:
	 
	 	 	(1)	At the Company’s
      request, assist the Company in evaluating that proposal; and
			              
    	
	 	 	(2)	Not resign the
      Executive’s position with the Company until the transaction contemplated
      by that proposal is either consummated or abandoned.
	 
	 	(b)	If, within 24 months
      following a Change in Control, the Company wants the Executive to continue
      employment in a position or under circumstances that would qualify as Good
      Reason for the Executive to terminate employment, the Executive shall
      nevertheless agree to that continued employment, provided
  that:
	 






			(1)	The term of this
      continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the
      Executive;
				 
	 	 	(2)	The
      continued employment will be at an executive-level position that is
      reasonably comparable to the Executive’s then current
  position;
	 
	 	 	(3)	The
      continued employment shall be at either:
	 
	 	 	 	(A)	The
      Executive’s then current place of employment; or
	 
	 	 	 	(B)	Such other
      location as agreed by the Company and the Executive; and
	 
	 	 	(4)	As
      compensation for this continued employment, the Executive shall
      receive:
	 
	 	 	 	(A)	The same
      base pay and bonus arrangement as in effect on the day before the
      continued employment agreement became effective (or their hourly
      equivalent); and
	 
	 	 	 	(B)	Either:
	 
	 	 	 	 	(i)	Continuation of the
      Executive’s employee benefits, fringe benefits and perquisites at their
      then current level; or
					              
    	
	 	 	 	 	(ii)	If that continuation
      is not reasonably feasible, the Executive shall receive additional cash
      compensation equal to the amount the Company would have paid as the
      employer contribution for the items that cannot be continued.

	 
	4. 
          	SEVERANCE
      BENEFITS.
      Upon a Termination Event, the Executive
      will receive severance benefits as follows:
	 
	              
    	(a)	Components. The severance
      benefits will consist of:
	 
	 	 	(1)	The cash
      compensation payment under subsection (b) below;
	 
	 	 	(2)	The equity
      acceleration under subsection (c) below;
	 
	 	 	(3)	The health
      plan continuation benefits under subsection (d) below;
	 
	 	 	(4)	The 401(k)
      equivalency payment under subsection (e) below; and
	 
	 	 	(5)	The
      outplacement/tax planning benefits under subsection (f)
below.
			              
    	
	 	(b)	Cash
      Compensation Payment. 
		              
    	
	 	 	(1)	This payment
      will equal three times the Executive’s cash compensation. The Executive’s
      “cash compensation” is the sum of:
	 
	 	 	 	(A)	The
      Executive’s adjusted salary as determined under paragraph (2) below;
      and
	 
	 	 	 	(B)	The
      Executive’s average bonus as determined under paragraph (3)
    below.
				              
    	
	 	 	(2)	The
      Executive’s “adjusted salary” is the Executive’s annualized regular
      monthly salary in effect on the date of the Termination Event as
      reportable on IRS Form W-2, adjusted by including and excluding the
      following items:
	 






	              
    	                             
    	(A) 	Include any salary
      deferral contributions made under any employee benefit plan maintained by
      the Company, including Bancorp’s Executives’ Deferred Compensation
      Plan; 
			              
    	
			(B) 	Exclude: 
			 


	              
    	                                            
    	(i) 	Bonus payments;
    
			              
    	
			(ii) 	Bonus amounts deferred
      including any made under any employee benefit plan maintained by the
      Company, including Bancorp’s Executives’ Deferred Compensation
      Plan; 
			 
			(iii) 	Reimbursements or
      other expense allowances, fringe benefits (cash and noncash), moving
      expenses, severance or disability pay and welfare benefits; 
			 
			(iv) 	Employer contributions
      to a deferred compensation plan to the extent the contributions are not
      included in the Executive’s gross income for the calendar year in which
      contributed and any distributions from a deferred compensation plan,
      regardless of whether those amounts are includible in the Executive’s
      gross income when distributed; 
			 
			(v) 	Amounts realized from
      the exercise of non-qualified stock options or when restricted stock (or
      property) becomes freely transferable or no longer subject to a
      substantial risk of forfeiture; 
			 
			(vi) 	Amounts realized from
      the sale, exchange or other disposition of stock acquired under a
      qualified stock option; 
			 
			(vii) 	The value of a
      non-qualified stock option included in income in the year in which
      granted; 
			 
			(viii) 	Amounts includible in
      income upon making a Code § 83(b) election; 
			 
			(ix) 	Taxable benefits, such
      as premiums for excess group term life insurance; 
			 
			(x) 	Imputed income from
      any life insurance on the Executive’s life that is owned by or funded in
      whole or in part by the Company; and 
			 
			(xi) 	Other similar
      recurring or non-recurring payments. 
			 


	              
    	 	(3) 	The
      Executive’s “average bonus” is the average of: 
			              
    	
		 	 	(A) 	The actual bonus paid
      for the year before the year in which the Termination Event occurs;
      and 
				              
    	
		              
    	 	(B) 	The annualized amount
      of the bonus the Executive earned through the date of the Termination
      Event for the bonus computation year in which the Termination Event
      occurs. 
		 






	              
    	(c)	Equity
      Acceleration. 
				 
		 	(1) 	Subject to paragraph
      (2) below, upon the date of the Termination Event: 
		 
		 	 	(A) 	All stock options held by the
      Executive that are not otherwise vested as of that date shall become
      immediately vested and exercisable notwithstanding any vesting provisions
      in the grant of those options; and 
		 
		 	 	(B) 	Any restrictions on the
      restricted stock held by the Executive shall immediately lapse.
  
		 
		 	(2) 	The Board may exclude
      any particular grant of stock options or restricted stock from the
      acceleration provisions of paragraph (1) above, but only as
      follows: 
		 
		 	 	(A) 	Any current grants as of the
      Effective Date that are to be excluded must be listed in a separate
      appendix to this Agreement. 
		 
		 	 	(B) 	Any grants made after the
      Effective Date will be excluded only if the exclusion is made at the time
      the grant is made. 
				              
    	
		(d) 	Health Plan
      Continuation Benefits. The Company will
      provide health plan continuation benefits as follows: 
		              
    	
		 	(1) 	For the period
      specified in paragraph (3) below, the Company will pay the premiums (both
      the employer and employee portions) for COBRA continuation coverage under
      the Company’s group health plans as in effect at that time.
			              
    	
		 	(2) 	The Executive will have
      all the rights available under COBRA to change plans and coverage category
      (i.e., employee only, employee plus spouse or full family or such other
      categories that are in effect at that time). 
		 
		 	(3) 	The Company will make
      the COBRA premium payments until the earliest of the following events
      occurs: 
		 






		                             
    	(A) 	The date COBRA coverage would
      otherwise end by law; or 
	              
    		              
    	
			(B) 	18 months of premiums have been
      paid. 
			 


		(e) 	401(k) Equivalency
      Payment. The Company shall pay the
      Executive a lump sum cash payment equal to three times the sum of the
      Executive’s “deemed matching contribution” (as determined under paragraph
      (2) below) and the Executive’s “deemed profit-sharing contribution” (as
      determined under paragraph (3) below). 
		 
		 	(1) 	For purposes of
      determining the Executive’s deemed matching and profit-sharing
      contributions, the Executive’s “deemed 401(k) Plan compensation” will be
      the Executive’s cash compensation under subsection (b)(1) above, but
      limited to the maximum amount allowable under the 401(k) Plan’s definition
      of “compensation” as in effect at that time. 
		 
		 	(2) 	The deemed matching
      contributions will be determined as follows: 
		 
		 	 	(A) 	First, the Executive’s
      “deemed elective deferral contributions” will be determined by multiplying
      the Executive’s deemed 401(k) Plan compensation under paragraph (1) above
      by the lesser of: 
		 
		 	 	 	(i) 	The deferral percentage the
      Executive had in effect under the 401(k) Plan on the date of the
      Termination Event; or 
		 
		 	 	 	(ii) 	The maximum deferral percentage
      allowed by the 401(k) Plan for highly compensated employees (if applicable
      to the Executive) for the plan year in which the Termination Event occurs,
      if that percentage has been determined by the date of Termination
      Event. 
		 
	              
    	 	 	(B) 	Second, the deemed
      matching contribution formula will be applied to the amount of the deemed
      elective deferral contributions as calculated under subparagraph (A)
      above, to determine the amount of the deemed matching contributions. For
      this purpose, the “deemed matching contribution formula” is: 
		 
		 	 	 	(iii) 	The 401(k) Plan’s matching
      contribution formula for the plan year in which the Termination Event
      occurs; or 
		 
		 	 	 	(ii) 	If that formula has not been
      determined by the date of the Termination Event, the formula for the
      previous plan year. 
					              
    	
		 	(3) 	The deemed
      profit-sharing contributions will be determined by multiplying the
      Executive’s deemed 401(k) Plan compensation under paragraph (1) above
      by: 
			              
    	
		 	 	(A) 	The actual bonus paid
      or payable for the bonus computation year that ended before the bonus
      computation year in which the Termination Event occurs; and 
		 
		 	 	(B) 	The annualized amount
      of the bonus the Executive earned, determined as of the end of the month
      in which the Termination Event occurs, for the bonus computation year in
      which the Termination Event occurs. 
				              
    	
		              
    	






		(f) 	Outplacement/Tax Planning
      Services. At the Executive’s election,
      for up to 12 months from the date of the Termination Event, the Executive
      may receive up to $5,000 in outplacement and/or tax planning services from
      service providers selected by the Company. The Company will pay the
      service providers directly for these benefits. The Executive will not have
      an option to receive cash in lieu of these outplacement or tax planning
      benefits. 
			 
	 	(g) 	Times for
      Payment. 
	 
	 	 	(1) 	Except as
      provided in paragraphs (2), (3) and (4) below, payment of the severance
      benefits provided under this section shall be paid on the first day of the
      seventh month following the date of the Termination Event; 
	 
	 	 	(2) 	Payment of
      the severance benefits provided under this section shall be paid within 30
      days after the date of the Termination Event to
      the extent the amount paid does not exceed the amount of payments that
      would be excepted from the six-month delay rule of paragraph (1) above
      under: 
	 
	 	 	 	(A)	Treas. Reg. §
      1.409A-1(b)(9)(iii) (relating to payment upon involuntary separation of
      service of up to two times the lesser of an employee’s annual rate of
      compensation or the Code § 401(a)(17) limit on includible compensation for
      qualified plans); and/or 
				              
    	
				(B)	Treas. Reg. § 1.409A-1(b)(9)(v) (relating to
      payments of certain reimbursements, medical benefits, in-kind benefits and
      other limited payments not exceeding the Code § 402(g)(1) limit on
      elective deferrals);
	 
	 	 	 	The Company,
      in its sole discretion, shall determine the amount of the severance
      benefit payable under this paragraph and shall notify the Executive of the
      amount payable promptly after that amount is determined; 
	 
	 	 	(3) 	The COBRA
      premiums under subsection (d) above will be paid as due under the terms of
      the applicable group health plan; and 
			              
    	
	 	 	(4) 	Outplacement
      services under subsection (f) above will be paid as billed by the service
      provider. 
	 
	5. 
          	GROSS-UP
      PAYMENT.
      If any or all of the severance benefits
      under Section 4 constitute a “parachute payment” under Code § 280G, the
      Company shall pay the Executive a “Gross-Up Payment” as follows:
  
	              
    	
	 	(a) 	Amount of
      Payment. The Gross-Up Payment shall be
      equal to the amount necessary so that the net amount of the severance
      benefits received by the Executive, after subtracting the excise tax
      imposed under Code § 4999 (“excise tax”), and after also subtracting all
      federal, state or local income tax, FICA and the excise tax on the
      Gross-Up Payment itself, shall be equal to the net amount the Executive
      would have received if no excise tax had been imposed and no Gross-Up
      Payment had been paid. 
		              
    	
	 	(b) 	Calculation of Payment Amount. The amount of the Gross-Up Payment shall be determined as
      follows: 
	 






	              
    	 	(1) 	The
      determination will be made by independent accountants and/or tax counsel
      (the “consultant”) selected by the Company with the Executive’s consent
      (which consent will not be unreasonably withheld). The Company shall pay
      all of the consultant’s fees and expenses. 
			              
    	
		 	(2) 	As part of
      this determination, the consultant will provide the Company and the
      Executive with a detailed analysis and supporting calculations of:
    
		 
		 	 	(A) 	The extent to which
      any payments or benefits paid or payable to the Executive are subject to
      Code § 280G (including the reasonableness of any compensation provided for
      services rendered before or after the Change in Control); and

				              
    	
				(B)	The calculation of the excise tax under Code §
      4999. 
		 	 	
		 	(3) 	The
      consultant may make such assumptions and approximations concerning
      applicable tax rates and rely on such interpretations regarding the
      application of Code §§ 280G and 4999 as it deems reasonable. The Company
      and the Executive will provide the consultant with any information or
      documentation the consultant may reasonably request. 
		 
		(c) 	Time for
      Payment. The Gross-Up Payment shall be
      made on the first day of the seventh month after the date of the
      Termination Event. 
		 
		(d) 	Adjustments. Subject to the
      Company’s right under subsection (e) below to contest an excise tax
      assessment by the Internal Revenue Service, the amount of the Gross-Up
      Payment will be adjusted as follows: 
		              
    	
		 	(1) 	Overpayment. If the actual
      excise tax imposed is less than the amount that was taken into account in
      determining the amount of the Gross-Up Payment, the Executive shall repay
      at the time that the amount of the reduced excise tax is finally
      determined the portion of the Gross-Up Payment attributable to that
      reduction (plus the portion of the Gross-Up Payment attributable to the
      excise tax, FICA and federal, state and local income tax imposed on the
      portion of the Gross-Up Payment being repaid by the Executive, to the
      extent the repayment results in a reduction in or refund of excise tax,
      FICA or federal, state or local income tax), plus interest as determined
      under Code § 7872(f)(2)(B) on the amount of the repayment. 
		 
		 	(2) 	Underpayment. If the actual
      excise tax imposed is more than the amount that was taken into account in
      determining the amount of the Gross-Up Payment, the Company shall make an
      additional gross-up payment to compensate for that excess (plus interest
      as determined under Code § 7872(f)(2)(B)) within 10 days of the date the
      amount of the excess is finally determined. 
		 
		(e) 	Company’s
      Right to Contest. The Company has the
      right to contest any excise tax assessment made by the Internal Revenue
      Service on the following terms and conditions: 
		 
		 	(1) 	The
      Executive must notify the Company in writing of any claim by the Internal
      Revenue Service that, if upheld, would result in the payment of excise
      taxes in amounts different from the amount initially determined by the
      consultant. The Executive shall give this notice as soon as possible but
      in no event later than 15 days after the Executive
      receives the notice from the Internal Revenue Service.

		 
		 	(2) 	If the
      Company decides to contest the assessment, it must notify the Executive
      within 30 days of receiving the notice from the Executive. 
		 






			(3)	The Company will have full
      control of the proceedings, including settlement authority and the right
      to appeal. 
				 
	 	 	(4) 	The Executive will
      cooperate fully in providing any testimony, information or documentation
      reasonably required by the Company in connection with the
      proceedings. 
	 
	 	 	(5) 	The adjustments
      required under subsection (d) above shall not be made until the Company
      has concluded a settlement agreement with the Internal Revenue Service,
      exhausted its (or the Executive’s) rights to contest the Internal Revenue
      Service’s determination or notified the Executive that it intends to
      concede the matter, whichever occurs first. 
	 
	 	 	(6) 	The Company shall bear
      all fees and costs associated with the contest. 
	 
	 	 	(7) 	The Company will
      indemnify the Executive from any taxes, interest and penalties that may be
      imposed upon the Executive with respect to the payments made under
      paragraph (6) above and this paragraph (7). 
	 
	 	(f)	Effect of
      Repeal. If Code §§ 280G and 4999 are
      repealed without successor provisions being enacted, this Section shall be
      of no further force or effect. 
	 
	6.	OTHER COMPENSATION AND TERMS
      OF EMPLOYMENT. This Agreement is not an
      employment agreement. Accordingly, other than providing for the benefits
      payable upon a Change in Control, this Agreement 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 Agreement 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, programs or arrangements upon the termination of the Executive’s
      employment.
	 
	7.	WITHHOLDING. All payments made to the
      Executive under this Agreement are subject to the withholding of income
      and payroll taxes and other payroll deductions that the Company reasonably
      determines are appropriate under applicable law or regulations.
  
	 
	8.	ASSIGNMENT. 
	              
    	
	 	(a) 	The Company
      will require any successor, whether by direct or indirect purchase,
      merger, consolidation or otherwise to all or substantially all of its
      business or assets (a “succession”), to expressly assume this Agreement.
      This assumption shall be obtained before the effective date of the
      succession. Failure of the Company to obtain this assumption shall be a
      breach of this Agreement and, if the succession qualifies as a “change in
      control event” (as defined under Treas. Reg. § 1.409A-3(i)(5)(i)), the
      Executive shall be entitled to compensation from the Company in the same
      amount and on the same terms that the Executive would be entitled to under
      this Agreement following a Change in Control, except that, for this
      purpose: 
		              
    	
	 	 	(1) 	The closing date of
      the succession shall be deemed to be the date of the Termination Event
      (the “deemed Termination Event”), regardless of whether the Executive’s
      employment terminates on that date; 
			              
    	
	 	 	(2) 	The Executive will
      have no continued employment obligation under Section 3(b) as of the
      deemed Termination Event; 
	 






			(3)	The equity acceleration under
      Section 4(c) will be effective on the date of the deemed Termination
      Event;
			              
    	 
	 	 	(4) 	Except to the extent
      the six-month payment delay provision of Section 4(g) of this Agreement is
      applicable, within five (5) business days of the deemed Termination Event,
      the Company will pay the Executive a lump sum cash payment equal to the
      sum of:
	 
	 	 	 	(I) 	The cash compensation payment
      under Section 4(b);
				              
    	
	 	 	 	(J) 	Eighteen times the monthly COBRA
      premium amount for the group health plan coverage the Executive had in
      effect on the date of the deemed Termination Event;
	 
	 	 	 	(K) 	The 401(k) equivalency payment
      under Section 4(e); and
	 
	 	 	 	(L) 	The maximum amount that would
      have been paid under Section 4(f) to the outplacement service
      provider.
	 
	 	(b) 	The Executive may not
      assign or transfer this Agreement or any rights or obligations under
      it.
		              
    	
	9.	UNSECURED GENERAL
      CREDITOR.
      Neither the Executive nor anyone else
      claiming on behalf of or through the Executive shall have any right with
      respect to, or claim against, any insurance policy or other asset the
      Company may acquire to assist it in financing its obligations under this
      Agreement. The Executive shall be an unsecured general creditor of the
      Company with respect to any amount payable under this
  Agreement.
	 
	10.	JOINT
      AND SEVERAL
      OBLIGATION.
      Bancorp and the Bank will be jointly
      and severally liable for the payment obligations under this
      Agreement.
	 
	11.	DEATH BENEFIT. 
	              
    	
	 	(a) 	Any severance benefits
      under Section 4 remaining unpaid at the Executive’s death shall be paid
      under the terms and conditions of this Agreement, to the beneficiary or
      beneficiaries determined under subsection (b) below.
	 
	 	(b) 	The Executive may
      designate the beneficiary or beneficiaries (who may be designated
      concurrently or contingently) to receive the death benefit under this
      Agreement under the following terms and conditions:
	 
	 	 	(1) 	The beneficiary
      designation must be in a form satisfactory to the Committee and must be
      signed by the Executive.
	 
	 	 	(2) 	A beneficiary
      designation shall be effective upon receipt by the Committee or its
      designee and shall cancel all beneficiary designations previously filed by
      the Executive, provided it is received before the Executive’s
    death.
	 
	 	 	(3) 	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 Committee or its designee, and shall
      be effective upon receipt.
	 
	 	 	(4) 	A divorce will
      automatically revoke the portion of a beneficiary designation designating
      the former spouse as a beneficiary.
	 






			(5)	If a beneficiary
      disclaims the death benefit, the benefit will be paid as if the beneficiary had predeceased the Executive.
				 
	 	 	(6) 	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.
	 
	 	 	(7) 	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 subsection or there is no surviving
      beneficiary, the benefit will be paid in the following order of
      priority:
	 
	 	 	 	(A) 	To the Executive’s
      spouse, if living; or
				              
    	
	 	 	 	(B) 	To the Executive’s
      estate. 
	 
	12.	GENERAL
      PROVISIONS. 
	              
    	
	 	(a) 	Choice of
      Law/Venue. 
		              
    	
	 	 	(1) 	This
      Agreement 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.
			              
    	
	 	 	(2) 	Any dispute
      arising out of this Agreement must be brought in either Clackamas County
      or Multnomah County, Oregon, and the parties will submit to personal
      jurisdiction in either of those counties.
	 
	 	(b) 	Arbitration. Any dispute or
      claim arising out of or brought in connection with this Agreement, shall
      be submitted to final and binding arbitration as follows:
	 
	 	 	(1) 	Before
      proceeding to arbitration, the parties shall first attempt, in good faith,
      to resolve the dispute or claim by informal meetings and discussions
      between them and/or their attorneys. The Chairman of the Board will act on
      behalf of the Company at these meetings and discussions. This informal
      dispute resolution process will be concluded within 30 days or such longer
      or shorter period as may be mutually agreed by the parties.
	 
	 	 	(2) 	After
      exhausting the informal dispute resolution process under paragraph (1)
      above, upon the request of any party, the matter will 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 will award such party all costs and
      expenses incurred, including reasonable attorneys’ fees. 
	 






		(c) 	Attorneys’ Fees. 
		              
    	
		 	(1) 	If any
      breach of or default under this Agreement 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 paragraph (2) below. 
		 
	              
    	 	(2) 	If the
      Executive is not the substantially prevailing party, the Executive shall
      be liable to pay the Company under paragraph (1) above only if the
      arbitrator determines that: 
			              
    	
		 	 	(A) 	There was no
      reasonable basis for the Executive’s claim (or the Executive’s response to
      the Company’s claim); or 
				              
    	
		 	 	(B) 	The Executive had
      engaged in unreasonable delay, failed to comply with a discovery order or
      otherwise acted in bad faith in the arbitration. 
		 
		 	(3) 	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. 
		 
		 	(4) 	If an award
      under this subsection is made to the Executive and accountants or tax
      counsel selected by the 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 Section
      5(b).  
		 
		(d) 	Entire
      Agreement. This Agreement contains the
      entire agreement among the parties with respect to its subject matter, and
      it supersedes all previous agreements between the Executive and the
      Company and any of its subsidiaries pertaining to this subject matter. By
      signing this Agreement, the Executive waives any and all rights the
      Executive may have had under any previous agreement providing for benefits
      upon a Change in Control (regardless of how that term is defined in those
      prior agreements) that the Executive may have entered into with the
      Company or any of its subsidiaries. 
		 
		(e) 	Successors. This Agreement binds
      and inures to the benefit of the parties and each of their respective
      affiliates, legal representatives, heirs and, to the extent permitted in
      this Agreement, their successors and assigns. 
		 
		(f) 	Amendment. This Agreement may be
      amended only through a written document signed by all of the parties. An
      amendment to this Agreement may not accelerate or delay the payment of
      benefits under this Agreement except as permitted under Code § 409A.
      
		 






		(g)	Construction. The language of this Agreement was chosen jointly by the
      parties to express their mutual intent. No rule of construction based on
      which party drafted the Agreement or certain of its provisions will be
      applied against any party. 
		              
    	
	              
    	(h)	Section Headings.
      The section headings used in this
      Agreement have been included for convenience and reference only.
  
		 
		(i)	Citations. Citations to a statute, act or rule are to that statute,
      act or rule as amended or to its successor at the relevant time. Citations
      to a particular section of a statute, act or rule are to that section as
      amended or renumbered or to the comparable provision of any successor as
      in effect at the relevant date. 
		 
		(j)	Counterparts. This Agreement may be executed in one or more
      counterparts, and all counterparts will be construed together as one
      Agreement. 
		 
		(k)	Severability. If any provision of this Agreement 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 Agreement will be
      enforced to the extent permitted by law.
		 


	 		
	EXECUTIVE:  	     	COMPANY:  
			 
	  		WEST
      COAST BANCORP  
			 
	/s/ Xandra McKeown  	 	 	By: 
    	/s/ Robert D. Sznewajs  
	James D.
      Bygland  		 
	  		Title:  	President and Chief Executive
      Officer  
	Date:
      December 30, 2008  		   
	  		Date:
      December 30, 2008  
	  
			 
	  		WEST
      COAST BANK  
			 
	  		By: 
    	/s/ Robert D. Sznewajs  
				 
	  		Title:  	President and Chief Executive
      Officer  
				 
	  		Date:
      December 30, 2008