Exhibit 10.5

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 JAMES D. BYGLAND (“Executive”).


RECITALS 

	A.	The Executive is
      employed by the Company as its Executive Vice President, Chief Information
      Officer. 
	              
    	
	 
	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— 
	 
	 	(10)	Encourage the Executive to assist
      the Company during a Change in Control and be available during the
      transition afterwards; 
		              
    	
	 	(11)	Give assurance regarding the
      Executive’s continued employment status and responsibilities in the event
      of a Change in Control; 
	 
	 	(12)	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; 
						 
					(v)	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: 
		 
		 	 	 	(iv)	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: 
	 
	 	 	 	 	(vii)	The announcement by Bancorp, or
      any other Person, that a Change in Control is contemplated or intended;
      or 
	 
	 	 	 	 	(viii)	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: 
		 
		 	 	 	(iv)	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: 
	 
	 	 	 	(M)	The cash compensation payment
      under Section 4(b); 
	              
    	              
    	              
    	              
    	
	 	 	 	(N)	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; 
	 
	 	 	 	(O)	The 401(k) equivalency payment
      under Section 4(e); and 







		 		(P)	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/ James D. Bygland  	 	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