Exhibit
10.9

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 XANDRA McKEOWN
(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: 
	 
	 	(i)      	Termination for Cause; 
	              
    	              
    	
	 	(j)      	Disability; or 
	 
	 	(k)      	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 64. 
	 
	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:
		 
		 	 	(E)     	The amount of the benefit multiplier;
      or
	              	              	              	              	
		 	 	(F)     	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 30% 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 seven (7) 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)      	12 months from the date of the
      Executive’s Termination of Employment; or 
		 
		 	(B)      	24 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.
	 
	9.4   
     	BY
      THE COMPANY.
	 
	 	(e)     	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).
	 






		(f)     	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.
		 
		(g)     	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; 
	 
	 	(l)      	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. 
	 
	 	(d)      	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/ Xandra McKeown  	 	By: 	/s/ Robert D. Sznewajs  
	Xandra
      McKeown  	  
	   	Title:  	President and Chief Executive Officer 

	Date:  
    	February 4, 2009  	  	  
	  	Date:  	February 4, 2009  
	 
	 
	  	WEST COAST
      BANK  
	 	
	  	By: 	/s/ Robert D. Sznewajs  
	 		
	  	Title:  	President and Chief Executive Officer 

	 		
	  	Date:  	February 4, 2009