Exhibit 10.14

WEST COAST BANCORP
EXECUTIVES’
DEFERRED COMPENSATION PLAN

(2008
Restatement)

Originally Effective as of January 1, 2005

Restated Effective as of November 7,
2008
for Compliance with IRC § 409A

PREAMBLE

This plan document, signed on November
7, 2008, by West Coast Bancorp, a corporation organized under the laws of the
State of Oregon and registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended, (“Bancorp”), sets forth the terms of the West
Coast Bancorp Executives’ Deferred Compensation Plan (the “Plan”), effective as
of November 7, 2008.

ARTICLE 1
PURPOSE

	1.1	PURPOSE.
      Bancorp has established this Plan,
      originally effective as of January 1, 2005, for the benefit of its Key
      Executives and those of its Participating Subsidiaries. This Plan is
      primarily intended to allow these executives to save toward their
      retirement on a tax-deferred basis through voluntary salary reduction
      contributions. Bancorp anticipates that offering this deferred
      compensation arrangement will assist it and its subsidiaries in
      attracting, rewarding and retaining high-quality executive
    talent.
	              
    	 
	1.2	RESTATEMENT OF INTERIM
      PLAN DOCUMENT. The terms and conditions of the Plan were originally set
      forth in the Interim Plan Document for Operational Compliance with the
      American Jobs Creation Act, effective January 1, 2005 (the “Interim Plan
      Document”). As expressly stated in the Interim Plan Document, it was
      intended to be supplanted by a formal, permanent plan document following
      issuance of appropriate guidance by the Department of the Treasury and the
      Internal Revenue Service regarding the requirements for complying with
      Code § 409A (rules pertaining to the taxation of nonqualified deferred
      compensation plans). Bancorp intends for this Restatement to be the
      formal, permanent plan document which contains the terms and conditions of
      the Plan and which supplants the Interim Plan Document.
	 
	1.3	ERISA
      EXEMPTION.
      This is an unfunded plan maintained
      primarily for the purpose of providing deferred compensation for a select
      group of management or highly compensated employees. As such, this Plan 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. The provisions of the
      Plan shall be interpreted and administered according to this
      intention.







	1.5	EFFECTIVE
      DATES.
	 
	 	(a)	The original
      effective date of this Plan is January 1, 2005, with respect to amounts
      deferred after December 31, 2004.
	 
	 	(b)	The effective
      date of this Restatement is November 7, 2008.
	 
	 	(c)	From January
      1, 2005, through November 6, 2008, the terms and conditions of the Plan
      are set forth in the Interim Plan Document, subject to reasonable good
      faith interpretations of the requirements of Code § 409A and the
      applicable interim guidance.
	 
	1.5	NAMING
      CONVENTION.
      This Plan document uses the following
      system for naming, numbering and lettering the major divisions in its
      text—
		 
			ARTICLE 1
		 	 	  
				1.1	SECTION.
				 
					(a)	Subsection.
					 
						(1)	Paragraph.
						 
							(A)	Subparagraph.
							 
								(i)	Clause.
	              
    	              
    	              
    	              
    	              
    	              
    	              
    	              
    	              
    	 
									(I)	Subclause.
									 
	1.7	CITATIONS. Citations to sections of
      the Code or Treasury Regulations are to those sections as amended or any
      successor provision.



ARTICLE 2
DEFINITIONS

Words and
phrases that appear in this Plan with initial capital letters signify defined
terms with the meanings given in this section. Words appearing in the following
definitions which are themselves defined terms are also indicated by initial
capital letters.

	2.1 
          	ACCOUNT means
      the separate accounting record established and maintained under Article 4
      for each Participant to record the Participant’s interest under this Plan
      and the Trust.
	              
    	 
	2.2 
          	BENEFICIARY means the person or persons or estate or trust designated by the
      Participant as the beneficiary under this Plan on a form provided by or
      acceptable to the Plan Administrator. To be effective, a beneficiary
      designation must be received by the Plan Administrator before the date of
      the Participant’s death. In the absence of a valid beneficiary designation
      under this Plan, the Beneficiary shall be the same as the beneficiary
      designated by the Participant under the 401(k) Plan or, if applicable, the
      default beneficiary under the 401(k) Plan. These provisions shall apply
      even if the Participant does not participate in the 401(k) Plan. A
      Beneficiary’s right to information under this Plan does not arise until
      the Beneficiary becomes entitled to benefits under this
  Plan.







	2.3	CODE
      means the Internal Revenue Code of
      1986, as amended.
	              
    	              
    	 
	2.4	COMPENSATION
      means the following items of
      remuneration paid to a Participant:
	 
	 	(a)	Salary;
	 
	 	(b)	Bonuses;
  and
	 
	 	(c)	Commissions.
	 
	2.5	DISABLED
      or DISABILITY
      means a Participant is:
		 
		(a)	Unable to engage in
      any substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or
      to last for a continuous period of not less than 12 months;
			 
		(b)	By reason of any
      medically determinable physical or mental impairment that can be expected
      to result in death or to last for a continuous period of not less than 12
      months, receiving income replacement benefits for a period of not less
      than 3 months under an accident and health plan covering employees of
      Bancorp or a Participating Subsidiary; or
			 
		(c)	Determined to be
      totally disabled by the Social Security Administration.
			 
		The Plan
      Administrator, in its sole discretion, shall determine whether a
      Participant is Disabled.
			 


	2.6	ERISA
      means the Employee Retirement Income
      Security Act of 1974, as amended. 
	              
    	              
    	              
    	 
	2.7	401(k)
      PLAN means the West Coast Bancorp 401(k) Plan, as
      amended. 
	 
	2.8	KEY EXECUTIVE means any
      executive or commissioned salesperson who —
	 
	 	(a)	At any time during the
      Plan Year to which the deferrals under this Plan relate or the preceding
      Plan Year is either: 
	 
	 	 	(1)	Employed by Bancorp or a
      Participating Subsidiary at the level of Senior Vice President or above;
      or 
	 
	 	 	(2)	One of the top 20 employees of
      Bancorp and its Participating Subsidiaries ranked by Compensation;
      and 
	 
	 	(b)	Has been designated
      under Section 3.1 as being eligible to defer compensation under this
      Plan.







	2.9	PARTICIPANT means a Key Executive who has elected to participate in this
      Plan.
	              
    	 
	2.10	PARTICIPATING SUBSIDIARY
      means any subsidiary of Bancorp that
      adopts this Plan with Bancorp’s consent. The current Participating
      Subsidiaries are West Coast Bank and West Coast Trust Company. Additional
      Participating Subsidiaries will be listed in an Addendum to this
      Plan.
	 
	2.11	PERFORMANCE-BASED COMPENSATION means
      Compensation, the amount of which, or the entitlement to which, is
      contingent on the satisfaction of pre-established organizational or
      individual performance criteria relating to a performance period of at
      least 12 consecutive months. This definition shall be interpreted and
      construed in accordance with Code § 409A(4)(B)(iii) and the regulations
      issued under that section.
	 
	2.12	PLAN means the
      West Coast Bancorp Executives’ Deferred Compensation Plan, the terms and
      conditions of which are contained solely in this document and any written
      amendments to it.
	 
	2.13	PLAN ADMINISTRATOR
      means the individual or committee
      appointed by Bancorp to handle the general administration of this Plan and
      carry out the functions specifically delegated to the Plan Administrator
      in this Plan.
	 
	2.14	PLAN YEAR
      means the calendar year.
	 
	2.15	TREASURY REGULATION(S)
      or TREAS. REG.
      means the applicable regulation(s)
      promulgated by the United States Department of the Treasury under the
      Internal Revenue Code of 1986, as amended.
	 
	2.16	TRUST means the
      “West Coast Bancorp Deferred Compensation Trust,” established under the
      trust agreement as restated March 1, 1996, as amended, between Bancorp,
      acting as grantor, and the Trustee.
	 
	2.17	TRUSTEE means
      West Coast Trust Company or any successor trustee of the
  Trust.
	 
	2.18	UNFORESEEABLE EMERGENCY
      means a severe financial hardship of
      the Participant resulting from an illness or accident of the Participant,
      the Participant’s spouse, the Participant’s Beneficiary, or the
      Participant’s dependent (as defined in Code §152, without regard to Code §
      152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due
      to casualty (including the need to rebuild a home following damage not
      otherwise covered by insurance); or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the
      control of the Participant. The circumstances that constitute a severe
      financial hardship depend upon the facts of each case, but, generally, the
      payment of college tuition or the purchase of a home are not unforeseeable
      emergencies.
		 
	
      ARTICLE
      3
ELIGIBILITY AND
      PARTICIPATION

		 
	3.1	PARTICIPATION
      CRITERIA. The Plan Administrator, in its sole discretion, shall
      designate the Key Executives who are eligible for participation in this
      Plan.







	3.2	DURATION OF
      KEY EXECUTIVE
      STATUS.
      An executive’s designation as a Key
      Executive will continue in effect until:
	              
    	              
    	 
	 	(a)	The termination of his or her
      employment with Bancorp or one of its Participating Subsidiaries;
      or 
	 
	 	(b)	The Plan Administrator, in its
      sole discretion, determines that allowing the executive to continue
      deferring compensation under this Plan would jeopardize the Plan’s status
      as a top-hat plan (see Section 1.3).
	 
	3.3	CHANGE OF
      STATUS.
      If the Plan Administrator, in its sole
      discretion, or a court of law or government agency determines that a
      Participant does not qualify or no longer qualifies as a Key
      Executive:
	 
	 	(a)	That Participant will not be
      eligible to defer compensation under this Plan; and
	 
	 	(b)	At the Plan Administrator’s sole
      discretion, that Participant’s Account shall be distributed to the
      Participant, less applicable income and employment tax withholding, in a
      single lump-sum cash payment as soon as administratively feasible after
      the date of that determination or, if applicable, in accordance with any
      transitional rules promulgated by the U. S. Department of
  Labor.
	 
	3.4	NOTICE TO
      KEY EXECUTIVES.
      The Plan Administrator shall notify
      each Key Executive of his or her ability to participate in this Plan. This
      notification will be given upon the executive’s initial designation as a
      Key Executive and, thereafter, before the beginning of each Plan
      Year.
	 
	3.5	DEFERRAL
      ELECTIONS.
      Elections by Key Executives or
      Participants to defer their Compensation must be made as
  follows:
	 
		(a)	Annual
      Enrollment. Before the beginning
      of each Plan Year, each Key Executive or Participant must complete and
      return to the Plan Administrator an enrollment form specifying the amount
      of Compensation he or she will be deferring under this Plan during the
      coming Plan Year.
			 
	 	(b)	Performance-Based Compensation
      Enrollment. To defer Performance-Based Compensation, a Key Executive
      or Participant must complete and return to the Plan Administrator an
      enrollment form specifying the amount to be deferred. This election must
      be made no later than six months before the end of the performance period,
      or, if earlier, the date the amount of the Performance-Based Compensation
      is substantially certain.
	 
	 	(c)	Mid-Year
      Enrollment. If an executive first becomes designated as a Key
      Executive after a Plan Year has begun, that executive has 30 days after
      the date he or she is notified by the Plan Administrator that he or she
      has become eligible to enroll in the Plan to file an enrollment form for
      the balance of the Plan Year. The deferral election will be effective only
      for Compensation earned after the date the enrollment form is
    filed.







	 	(d)	Failure to Timely
      Enroll. A Key Executive who does not timely enroll in the Plan
      for any Plan Year shall be deemed as having elected not to defer any
      Compensation under the Plan for that Plan Year. 
	              
    	              
    	              
    	 
	3.6	DEFERRALS BY
      TYPE OF COMPENSATION.
      In accordance with rules and procedures
      established by the Plan Administrator, Key Executives and Participants may
      separately elect different deferral amounts with respect to each type of
      Compensation that may be deferred under the Plan (i.e., salary, bonuses or
      commissions) for the Plan Year. 
	 
	3.7	MODIFICATION OR
      REVOCATION OF DEFERRAL
      ELECTIONS.
      A deferral election may be modified or
      revoked at any time up until the applicable election deadline as specified
      in Section 3.5. After that date, the deferral election becomes
      irrevocable. 
	 
	3.8	CANCELLATION OF
      DEFERRAL ELECTIONS.
      The Plan Administrator may permit a
      Participant to cancel a deferral election during a Plan Year under the
      following conditions: 
	 
	 	(c)	The cancellation will
      be allowed if the Plan Administrator determines that the Participant has
      incurred either: 
	 
	 	 	(1)	An Unforeseeable Emergency or a
      financial hardship distribution under Bancorp’s 401(k) Plan; or
  
	 
	 	 	(2)	A qualifying disability. A
      “qualifying disability” is a medically determinable physical or mental
      impairment resulting in the Participant’s inability to perform the duties
      of the Participant’s position or any substantially similar position, where
      that impairment can be expected to result in death or to last for a
      continuous period of at least six months. 
	 
	 	(d)	The cancellation will
      become effective as follows: 
	 
	 	 	(1)	A cancellation under subsection
      (a)(1) will take effect as of the first payroll period after approval by
      the Plan Administrator. 
	 
	 	 	(2)	A cancellation under subsection
      (a)(2) must take effect by the later of the end of the Plan Year or the
      15th day of the third month after the date the Participant
      incurs the qualifying disability. 
	 
	 	(c)	The deferral election
      must be cancelled, not merely postponed or otherwise delayed.
  






ARTICLE 4
PARTICIPANT ACCOUNTS

	4.1	MAINTENANCE OF ACCOUNTS.
      The Plan Administrator shall
      maintain, or cause to be maintained, an Account for each Participant to
      reflect the Compensation deferred by the Participant under this Plan, the
      Participant’s allocable share of the income, losses, appreciation and
      depreciation of the Trust’s assets and distributions made to the
      Participant or the Participant’s Beneficiaries.
		 
	4.2	SUBACCOUNTS.
      Participants may designate up to five
      subaccounts for their Account. For each subaccount, Participants may
      designate a different time of payment under Section 5.1 and a different
      form of payment under Section 5.3. Participants may also allocate their
      deferrals for a Plan Year among their different subaccounts. This
      allocation must be made at the time the deferral amount is elected under
      Section 3.5.
	              
    	              
    	 
	4.3	ADJUSTMENTS TO
      ACCOUNTS.
      As of the close of each calendar
      quarter, and as of any other date designated by the Plan Administrator in
      its sole discretion, each Participant’s Account shall be credited with the
      deferred Compensation and the net investment income (or loss) applicable
      to the Participant’s Account since the date of the last adjustment, and
      shall be charged for any distributions made from the Participant’s Account
      and for a pro rata share of any Trust expenses since the last adjustment.
      Accounts shall be adjusted for Compensation deferred periodically during
      the year by using a time-weighted formula adopted by the Plan
      Administrator.
	 
	4.4	ACCOUNT
      INVESTMENT.
      Accounts shall be invested by the
      Trustee as directed by each Participant under the provisions of the
      Trust.
	 
	4.5	TRUST
      ASSETS.
	 
	 	(a)	The Compensation deferred under
      this Plan will be remitted to the Trustee by Bancorp or the Participating
      Subsidiary, as applicable, as soon as administratively feasible after the
      date that Compensation would have ordinarily been paid to the Participant
      in cash.
	 
	 	(b)	All amounts credited to
      Participants’ Accounts shall be held in the Trust separate and apart from
      the other funds of Bancorp or its Participating Subsidiaries. The Trust
      assets shall be used exclusively for the purposes of this Plan, but shall
      be subject to the claims of Bancorp’s or a Participating Subsidiary’s
      general creditors upon that company’s insolvency or
  bankruptcy.
	 
	4.6	PARTICIPANTS’ RIGHTS. Participants’
      Accounts are established and maintained merely to record Bancorp’s or a
      Participating Subsidiary’s unsecured contractual obligation to pay
      deferred Compensation under this Plan. Participants and Beneficiaries
      shall have no right, title or interest in or to any funds in their
      Accounts except as general unsecured creditors of Bancorp or a
      Participating Subsidiary, as applicable.


ARTICLE 5
BENEFIT DISTRIBUTIONS

	5.1	TIME FOR
      PAYMENT.
	              
    	              
    	 
	 	(a)	Except as provided in subsection
      (b) below (specific date or schedule of payments) and in Section 5.9
      (cashout of small accounts), payment of the balance of the Participant’s
      Account shall be made following the Participant’s termination of
      employment with Bancorp or with any Participating Subsidiary.
  







	 	(b)	A
      Participant may elect, on an enrollment form, either a specific date or a
      fixed schedule of payments starting on a specified date on which
      distribution of each of the Participant’s subaccounts is to be made.
      Distributions shall be made in accordance with the Participant’s election
      except as provided in Section 5.4 (overrides), Section 5.6 (withdrawals
      due to Unforeseeable Emergencies), Section 5.7 (death), Section 5.8
      (Disability), Section 5.9 (cashout of small accounts) and Section 5.13
      (delayed distributions to key employees).
	              
    	              
    	              
    	 
	 	(c)	A
      Participant may, under procedures established by the Plan Administrator,
      change the time and/or form of payment elected under subsection (b) above,
      as set forth in Section 5.5 below.
	 
	 	(d)	Except as
      provided in Section 5.6 (withdrawals due to Unforeseeable Emergencies),
      Section 5.7 (death), Section 5.8 (Disability), Section 5.9 (cashout of
      small accounts), neither the time nor the schedule of any payment under
      the Plan may be accelerated, except to the extent allowed under Treas.
      Reg. § 1.409A-3(j)(4) and policies and procedures established by the Plan
      Administrator.
	 
	5.2	VALUATION OF
      BENEFIT.
      The value of the Participant’s Account
      balance will be determined as of the adjustment date under Section 4.3
      that occurs immediately on or before the date the payment is to be
      made.
	 
	5.3	FORM OF
      PAYMENT.
      Participants may elect on an enrollment
      form one of the following forms of payment for the balance of each of
      their subaccounts:
	 
	 	(a)	A lump-sum
      payment (which shall be the default if a Participant fails to elect a form
      of payment);
	 
	 	(b)	Installments
      over a period of years (the allowable installment period shall be
      established by the Plan Administrator); or
	 
	 	(c)	An annuity
      for either the life of the Participant or the joint lives of the
      Participant and a Beneficiary designated by the Participant for this
      purpose. (This annuity shall be the actuarial equivalent of the
      Participant’s Account balance determined using the actuarial equivalency
      factors set by the Plan Administrator, in its sole discretion.
      Alternatively, the Plan Administrator may provide this annuity by
      purchasing an annuity with the Participant’s Account balance and
      distributing the annuity contract to the Participant.)
	 
	5.4	OVERRIDES.
      At the time a Participant first makes
      an election as to the time and form of payment of a subaccount, the
      Participant may also elect one or more of the override options as
      follows:
	 
		(a)	An override
      election provides that the time and form of payment elected by the
      Participant for a specific subaccount will be followed unless an override
      event occurs first. If it does, the date of the override event will be the
      date of distribution and the subaccount will be paid out in a lump-sum
      payment.
		 	
	 	(b)	Participants
      may elect either or both of the following as an override
  event:
	 
	 	 	(1)	“Separation from
      service” as defined in Treas. Reg. § 1.409A-1(h).
	 
	 	 	(2)	“Change in control” as
      defined in Treas. Reg. § 1.409A-3(i)(5).
	 







	5.5	CHANGES IN
      TIME OR
      FORM OF
      PAYMENT. Participants may change the time or form of payment
      selected for any of their subaccounts upon the following
    conditions:
	 	 	
		(a)	The change cannot take effect for
      at least 12 months after filing the election change form required by the
      Plan Administrator;
			 
		(b)	If a Participant wants to change
      the specific date on which a payment is to be made, the Participant must
      file the required election change form at least 12 months in advance of
      that date; and
			 
		(c)	The Participant must elect to
      delay the commencement of the payment for at least five years from the
      original payment date, except in the case of death, Disability or
      Unforeseeable Emergency.
			 
	5.6	WITHDRAWALS DUE TO UNFORESEEABLE EMERGENCIES.
			 
	 	(a)	A Participant may apply to the
      Plan Administrator for a withdrawal in the case of an Unforeseeable
      Emergency. If the application is approved, the withdrawal will be
      effective at the later of the date specified in the Participant’s
      application or the date of approval. The approved amount shall be payable
      in a lump sum or in another manner consistent with the emergency need as
      decided by the Plan Administrator.
	 
	 	(b)	A withdrawal in the case of an
      Unforeseeable Emergency cannot exceed the amount reasonably necessary to
      satisfy the emergency need plus amounts necessary to pay reasonably
      anticipated taxes resulting from the withdrawal. The Plan Administrator
      shall not grant a withdrawal in the case of an Unforeseeable Emergency to
      the extent that the emergency need may be relieved:
				 
			(3)	Through reimbursement or
      compensation from insurance or otherwise;
				 
			(4)	By liquidation of the
      Participant’s assets, to the extent the liquidation of those assets would
      not cause severe financial hardship; or
	              
    	              
    	              
    	              
    	 
			(3)	By stopping deferrals under this
      Plan.
	 
	 	(c)	If a Participant takes a
      withdrawal in the case of an Unforeseeable Emergency, the Participant’s
      Account shall be appropriately reduced to reflect the amount withdrawn.
      The amount withdrawn may not be repaid.
	 
	5.7	DEATH BENEFITS. Upon a Participant’s death, the unpaid balance in the
      Participant’s Account shall be paid to the Participant’s Beneficiary in a
      lump sum as soon as administratively feasible following the date of
      death.
	 
	5.8	DISABILITY BENEFITS. The unpaid balance in a Participant’s Account shall be
      paid to the Participant in a lump sum as soon as administratively feasible
      following the date the Participant is determined to be
  Disabled.







	5.9	CASHOUT OF
      SMALL ACCOUNTS. Regardless of the time or form of payment elected by a
      Participant, the Plan Administrator, in its sole discretion, may at any
      time distribute the balance or the unpaid balance of the Participant’s
      Account in a lump-sum payment provided that the amount in the
      Participant’s Account (taking into account all plans that are required to
      be aggregated with this Plan under Treas. Reg. § 1.409A-1(c)(2)) does not
      exceed the dollar limit under Code § 402(g) on 401(k) plan elective
      deferrals for the year in which the cashout distribution is made.
    
	              
    	              
    	              
    	 
	5.10	WITHHOLDING.
      All federal, state and local taxes
      required to be withheld from deferred Compensation paid to employees shall
      be withheld from any benefit payments made under this Plan. 
	 
	5.11	TAX
      REPORTING.
      The Trustee shall furnish Participants
      or Beneficiaries with the appropriate tax form or forms reporting the
      amount of the payments made to them. 
	 
	5.12	LOANS. Participants shall not be permitted to borrow from their
      Accounts. 
	 
	5.13	DELAYED
      DISTRIBUTIONS TO KEY
      EMPLOYEES.
      The following provisions apply to a
      distribution made on account of a key employee’s separation from service,
      except to the extent the distribution is exempt under subsection (d)
      below: 
	 
	 	(b)	The
      distribution shall not be made before the date which is six months after
      the date of the key employee’s separation from service or, if earlier, the
      date of the key employee’s death. 
	 
	 	(b)	If the key
      employee would have otherwise received installment payments during the
      six-month delay period, the Plan Administrator, in its sole discretion,
      shall determine whether 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 key employee’s separation from
      service or whether the commencement date of the installment payment period
      will be delayed by six months.
	 
	 	(c)	The
      following definitions apply for purposes of this section:
	 
			(1)	“Key employee” as
      defined in Code § 416(i).
				 
			(2)	“Separation from
      service” as defined in Treas. Reg. §
1.409A-1(h).


	              
    	              
    	              
    	 
	    	(d)	This section
      does not apply to the extent the distribution is exempt from the
      requirements of Code § 409A or is a payment excepted from the six-month
      delay rule under Treas. Reg. §
1.409A-3(i)(2)(i).






ARTICLE 6
PLAN ADMINISTRATION

	6.1	POWERS AND DUTIES. The Plan Administrator shall have all the powers,
      privileges and immunities granted to the Administrative Committee under
      the 401(k) Plan, which provisions are incorporated in this Plan by
      reference. However, the Plan Administrator shall have only the duties
      stated in this Plan. This Plan specifically does not incorporate by
      reference the fiduciary responsibility or liability provisions of the
      401(k) Plan.
	              
    	 
	6.2	CLAIMS PROCEDURES.
      Claims for benefits under this Plan
      shall be resolved by the claimant and the Plan Administrator following the
      claims review and appeals procedures of the 401(k) Plan.
	 
	6.3	ADMINISTRATIVE EXPENSES. The Plan Administrator shall establish rules and
      procedures under which Bancorp and its Participating Subsidiaries shall
      pay their pro rata share of the Plan’s routine administrative expenses.
      However, any extraordinary administrative expenses with respect to a
      Participant’s Account, such as the need to perform a special valuation of
      the Account’s value, shall be paid from the Trust’s assets and charged
      against the Participant’s Account.


ARTICLE 7
AMENDMENT AND TERMINATION

	7.1  	RIGHTS
      RESERVED.
	 			
	  	(a)	
      Board’s Authority.
      Bancorp’s Board of Directors reserves
      the right to amend or terminate this Plan at any time without the consent
      of the Participants or their Beneficiaries. Any amendment adopted by the
      Board of Directors shall be in writing, signed on behalf of Bancorp and
      made pursuant to a resolution of Bancorp’s Board of
    Directors.

	  	 
	  	(b)	
      Plan Administrator’s
      Authority.

		 		
	  		(1)	
      The Plan Administrator may adopt
      any technical, clerical, conforming or clarifying amendment or other
      change, either prospectively or retroactively, which may be necessary or
      desirable to:

		 			 
	  	  	 	(A)	
      Facilitate the administration of
      the Plan;

	 				 
	  	  		(B)	
      Clarify or simplify the Plan;
      or

					 
	  	  		(C)	
      Upon the advice of
      counsel:

				 		 
	  	  		  	(i)	
      Maintain the Plan’s status as a
      “top-hat” plan for purposes of ERISA; or

	              
    	              
    	              
    	              
    	              
    	
	  	  		  	(ii)	
      Comply with other applicable
      laws.








	 	 	(3)	Any formal
      amendment adopted by the Plan Administrator shall be in writing, signed by
      or on behalf of the Plan Administrator and reported to Bancorp’s
      Compensation & Personnel Committee at its next scheduled
      meeting.
	 
	7.2	EFFECTIVE
      DATE.
	 
	 	(a)	Amendments.
      Amendments may be made
      prospectively or retroactively, subject to the limitations of Section 7.3.
      An amendment may be made retroactively effective prior to the first day of
      the Plan Year in which it is adopted if such amendment is necessary or
      appropriate to enable the Plan to satisfy the applicable requirements of
      the Code or ERISA or conform the Plan to any change in federal
    law.
	 
	 	(b)	Termination.
      Termination of the Plan shall be
      effective as of the later of the date specified in the Board of Directors’
      resolution or the date the notice of the termination is provided to the
      Participants.
	 
	7.3	LIMITATIONS ON
      PLAN AMENDMENT.
      No amendment or termination of the Plan
      shall directly or indirectly reduce the balance of any Participant’s
      Account as of the effective date of that amendment or termination,
      including any amounts that are to be credited as of that
date.
	 
	7.4	EFFECT OF
      TERMINATION;
      DISTRIBUTION OF
      ACCOUNTS.
      Upon the termination of the
    Plan:
	 
	 	(c)	No
      additional Compensation may be deferred under this Plan.
	 
	 	(d)	Participants’ Accounts shall be distributed, in the sole discretion
      of Bancorp’s Board of Directors, under one of the following
    methods:
	 
	 	 	(1)	The Accounts
      will continue to be held by the Trustee under the terms and conditions of
      the Trust and shall be disbursed at the time and in the manner provided in
      this Plan.
					 
			(2)	
      The Accounts will be paid out in
      full within 24 months of the effective date of the termination of the Plan
      regardless of the elections Participants had made regarding the time and
      form of payment of their Accounts, provided:

					  
				(A)	
      The termination of the Plan does
      not occur proximate to a downturn in Bancorp’s financial
    health;

					 
				(B)	Bancorp terminates and liquidates all other
      plans or other arrangements that are required to be aggregated with this
      Plan under Treas. Reg. § 1.409A-1(c) if any Participant under this Plan
      also has deferred compensation payable under those other plans or other
      arrangements;
	              
    	              
    	              
    	              
    	 
				(C)	
      No payments in liquidation are
      made within 12 months of the effective date of the termination of the
      Plan, other than payments that would be payable under the Plan if
      termination had not occurred; and



 





	 	 	 	(E)	
      Within three years following the
      effective date of the termination of this Plan, Bancorp does not adopt a
      new plan that would be aggregated with this Plan under Treas. Reg. §
      1.409A-1(c) if any Participant in this Plan participated in
      both.

	              
    	              
    	              
    	              
    	 
			(3)	
      The Accounts will be distributed
      in a lump-sum payment as soon as administratively feasible, but only
      if:

					 
				(A)	
      The Plan termination is made
      within 12 months of a corporate dissolution under Code § 331 or with the
      approval of a bankruptcy court; or

					 
				(B)	
      If the Plan termination is made
      in connection with a change in control event (as defined in Treas. Reg. §
      1.409A-3(i)(5)) and the requirements of Treas. Reg. § 1.409A-3(j)(ix)(B)
      for accelerated distributions are
satisfied.



ARTICLE 8
GENERAL PROVISIONS

	8.1	EFFECT ON
      401(k)
      PLAN. This Plan is not
      intended to modify any provision of the 401(k) Plan.
	 
	8.2	PROPERTY
      RIGHTS.
      Until a Participant’s Account is
      distributable under the terms of this Plan, the funds credited to that
      Account shall remain the sole property of either Bancorp or its
      Participating Subsidiary and remain subject to the claims of that
      company’s general creditors.
	 
	8.3	UNFUNDED
      OBLIGATION.
	 
	 	(a)	The payment obligation of Bancorp
      or any Participating Subsidiary under this Plan is purely contractual and
      is not funded or secured in any manner by any asset, pledge or encumbrance
      of that company’s property.
	 
	 	(b)	The amounts credited to
      Participants’ Accounts shall be held solely under the terms and conditions
      of the Trust and shall not be held under any other trust, escrow or
      similar fiduciary capacity.
	              
    	              
    	 
	 	(c)	Bancorp or a Participating
      Subsidiary is liable for payments to a Participant only to the extent that
      the Compensation deferred was earned while the Participant was an employee
      of that particular company. Bancorp and its Participating Subsidiaries are
      not jointly or jointly and severally liable for the payment of benefits
      under this Plan.
	 
	8.4	PARTICIPANTS’
      AND
      BENEFICIARIES’ RIGHTS.
      Participants’ Accounts are established
      and maintained merely for the purpose of recording Bancorp’s or a
      Participating Subsidiary’s unsecured contractual obligation to pay
      deferred Compensation under this Plan. Participants and Beneficiaries
      shall have no right, title or interest in or to any funds in their
      Accounts except as general unsecured creditors of Bancorp or a
      Participating Subsidiary, as applicable.







	8.5	BENEFITS
      PROVIDED SOLELY
      UNDER THE PLAN. In no event shall the establishment or modification of
      the Plan, the creation of any Account, or the payment of any benefit be
      construed as giving any Participant or any other person any legal or
      equitable right against the Trustee, Bancorp, any Participating Subsidiary
      or any of their officers or employees, except as provided in this
      Plan.
	 
	8.6	NO
      GUARANTEE OF EMPLOYMENT.
      The adoption and maintenance of the
      Plan shall not be deemed to:
	              
    	              
    	 
	 	(a)	Give any Participant the right to
      be retained as an employee of Bancorp or a Participating
    Subsidiary;
	 


		(b)	Interfere with any rights Bancorp or a
      Participating Subsidiary otherwise has to terminate any Participant’s
      employment;
			 
	 	(c)	Interfere with any
      rights a Participant otherwise has to terminate employment; or
  
	 
	 	(d)	Otherwise be deemed as
      an express or implied employment contract. 
	 
	8.7	BENEFITS
      NOT ASSIGNABLE.
      Participants’ Accounts shall not be
      considered assets of the Participants under state law or federal
      bankruptcy law. Participants and Beneficiaries shall not have any right to
      alienate, anticipate, pledge, encumber or assign any of the benefits
      payable under this Plan. Participant’s Accounts shall not be subject to
      any claim of, or subject to attachment, garnishment or other legal process
      by, any creditor of a Participant or Beneficiary. 
	 
	8.8	PARTICIPATING
      SUBSIDIARIES. 
	 
	 	(a)	Every Participating
      Subsidiary is bound by the terms and conditions of this Plan and the
      Trust, except to the extent agreed upon in writing with Bancorp (with
      respect to the Plan) or Bancorp and the Trustee (with respect to the
      Trust). 
	 
	 	(b)	Continued participation
      in this Plan is conditioned on the Participating Subsidiary: 
	 
	 	 	(1)	Providing Bancorp and the Plan
      Administrator with any information or documentation necessary or desirable
      for Plan administration or legal compliance; and 
	              
    	              
    	              
    	 
	 	 	(2)	Paying its proportionate share of
      any Plan or Trust expenses not charged against Participants’
      Accounts. 
	 
	 	(c)	Bancorp shall have the
      sole authority to amend or terminate this Plan and may do so without prior
      notice to, or the consent of, any Participating Subsidiary. 
	 
	 	(d)	A Participating
      Subsidiary may withdraw from this Plan at any time by giving written
      notice of its withdrawal to Bancorp, the Plan Administrator and the
      Trustee. Upon the withdrawal, no further Compensation may be deferred
      under this Plan by Participants who are Key Executives of the withdrawing
      Participating Subsidiary. 
	 
	 	(e)	Bancorp is under no
      obligation to any Participating Subsidiary to continue to maintain this
      Plan. 







	8.9	BINDING EFFECT. The terms and conditions of this Plan, including any
      amendments, shall be binding upon Bancorp, the Trustee, Participating
      Subsidiaries, Participants and Beneficiaries and the respective heirs,
      assigns and legal representatives of these parties, including any assignee
      or successor in interest to Bancorp or a Participating Subsidiary, whether
      by merger, consolidation or the sale of substantially all of that
      company’s assets. 
	              
    	 
	8.10	GOVERNING LAWS. This Plan shall be construed and its validity determined
      under Oregon law to the extent not preempted by federal law. 
	 
	8.11	COUNTERPARTS.
      This Plan may be executed in any number
      of counterparts, each of which shall be deemed an original, and no other
      counterpart need be produced. 




	WEST COAST BANCORP  
	 
	 
	By: 
    	/s/ Robert D. Sznewajs  
	 
	Title:  	President and Chief Executive
      Officer