Exhibit 10.2

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 ROBERT D. SZNEWAJS (“Executive”).


RECITALS 

	A.     
      	The
      Executive is employed by the Company as its President and Chief Executive
      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— 
	 
	 	(1)     
      	Encourage the
      Executive to assist the Company during a Change in Control and be
      available during the transition afterwards; 
		              
    	
	 	(2)     
      	Give assurance
      regarding the Executive’s continued employment status and responsibilities
      in the event of a Change in Control; 
	 
	 	(3)     
      	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 circumstances listed in subparagraph (A)
      below shall qualify as “Cause” under this Agreement, subject to the due
      process requirement of subparagraph (B) below: 
		 
		 	 	(A) 
          	Any of the following circumstances shall qualify as “Cause:”
      
				              
    	
		 	 	 	(i) 
          	Embezzlement, dishonesty or other fraudulent acts involving the
      Company or the Company’s business operations; 
					              
    	
		 	 	 	(ii) 
          	Material breach of any confidentiality agreement or policy;
      
		 
		 	 	 	(iii) 
          	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; 
		 
		 	 	 	(iv) 
          	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 
		 
		 	 	 	(v) 
          	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.
      
		 
		 	 	(B) 
          	The Company may not terminate the Executive’s employment for Cause
      unless: 
		 
		 	 	 	(i) 
          	The determination that Cause exists is made and approved by
      two-thirds of the Board; 
		 
		 	 	 	(ii) 
          	The Executive is given reasonable notice of the Board meeting
      called to make that determination; and 
		 
		 	 	 	(iii) 
          	The Executive and the Executive’s legal counsel are given the
      opportunity to address that meeting.








	              
    	(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; 
		 
		 	 	 	(ii)     
      	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: 
				              
    	              
    	 
		 	 	 	(i)     
      	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 36 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 36 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: 
		 
		 	 	 	(i)     
      	The announcement by
      Bancorp, or any other Person, that a Change in Control is contemplated or
      intended; or 
		 
		 	 	 	(ii)     
      	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 36
      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
      36 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:
  
			 
			 	 	(i)   
        	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 $10,000 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: 
	 
	 	 	 	(A)   
        	The cash compensation payment
      under Section 4(b); 
	 
	 	 	 	(B)   
        	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; 
	              
    	              
    	              
    	              
    	
	 	 	 	(C)   
        	The 401(k) equivalency payment
      under Section 4(e); and 

 





		 		(D)      	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/ Robert D. Sznewajs  	 	 	By: 
    	/s/ Cynthia J. Sparacio  
	Robert
      D. Sznewajs  		  
	  		Title:  	Executive Vice President, Director of Human
      Resources  
	Date:
      December 30, 2008  		  
	  		Date:
      December 30, 2008  
	  
			 
	  		WEST
      COAST BANK  
			 
	  		By: 
    	/s/ Cynthia J. Sparacio  
			 
	  		Title:  	Executive Vice President, Director of Human
      Resources  
			 
	  		Date:
      December 30, 2008