Exhibit 10.8

WEST COAST
BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
(SERP) 

Effective Date: August 1, 2003,
As
Restated and Amended January 1, 2009

THIS SERP is adopted by WEST COAST BANK
(the “Bank”), WEST COAST BANCORP (“Bancorp”), its parent holding company,
(collectively referred to as the “Company”) and ANDERS GILTVEDT (the
“Executive”). 

ARTICLE 1
PURPOSE

	1.1	DUAL
      PURPOSES. This SERP is intended to:
	 
	 	(a)	Assist in assuring the
      Executive’s continued service to the Company by providing supplemental
      retirement benefits that are competitive with the Company’s peers;
      and 
	              
    	              
    	
	 	(b)	Discourage the Executive from
      engaging in any competitive business after the Executive leaves the
      Company. 
	 
	1.2	TOP-HAT PLAN
      STATUS.
      This is an unfunded SERP maintained
      primarily for the purpose of providing deferred compensation for the
      Executive, who is a member of a select group of management or highly
      compensated employees. As such, this SERP is intended to qualify as a
      “top-hat plan” exempt from Part 2 (minimum participation and vesting
      standards), Part 3 (minimum funding standards) and Part 4 (fiduciary
      responsibility provisions) of Title I of the Employee Retirement Income
      Security Act of 1974 (“ERISA”). The provisions of the SERP shall be
      interpreted and administered according to this
  intention.


ARTICLE
2
DEFINITIONS

Words and phrases appearing in this
SERP with initial capitalization are defined terms that have the meanings stated
below. Words appearing in the following definitions which are themselves defined
terms are also indicated by initial capitalization. 

	2.1 
          	ACCRUAL
      BALANCE means the
      benefit liability accrued by the Company under Article 6. 
	              
    	
	2.2 
          	ADJUSTED
      ACCRUAL BALANCE means the Accrual Balance determined as of the end of
      the month that is on or before the date of the Executive’s Termination of
      Employment. 
	 
	2.3 
          	BENEFICIARY
      means the person or persons or estate, trust or charitable organization
      entitled under Article 5 to receive the death benefit payable under this
      SERP. 
	 
	2.4 
          	BOARD means Bancorp’s Board of Directors.








	2.5	CHANGE IN CONTROL
      AGREEMENT means
      the “Change In Control Agreement” effective January 1, 2004, between the
      Executive and the Company, as amended. 
		 
	2.6	COMPENSATION COMMITTEE means
      the Compensation and Personnel Committee of Bancorp’s Board. 
	 
	2.7	DISABILITY means that either the carrier of any Company-provided
      individual or group long-term disability insurance policy covering the
      Executive or the Social Security Administration has determined that the
      Executive is disabled. Upon the request of the Compensation Committee, the
      Executive will submit proof of the carrier’s or the Social Security
      Administration’s determination. 
	 
	2.8	EARLY INVOLUNTARY TERMINATION means
      that the Company has terminated the Executive’s employment before Normal
      Retirement Age for any reason other than: 
	 
	 	(e)	Termination for Cause; 
	 
	 	(f)	Disability; or 
	 
	 	(g)	A Termination Event. 
	 
	2.9	EARLY VOLUNTARY TERMINATION means
      that before Normal Retirement Age, the Executive has voluntarily
      terminated employment with the Company for reasons other than:
  
	              
    	              
    	
	 	(a)	Disability; or 
	 
	 	(b)	A Termination Event. 
	 
	2.10	EFFECTIVE DATE means the
      date first stated above (immediately below the title of this SERP). The
      effective date of this restated SERP, as amended, is January 1,
      2009. 
	 
	2.11	NORMAL RETIREMENT
      AGE means age
      64. 
	 
	2.12	NORMAL RETIREMENT
      DATE means the
      later of Normal Retirement Age or Termination of Employment. 
	 
	2.13	PLAN YEAR means the
      calendar year, except for the first Plan Year which is a short year
      beginning August 1, 2003, and ending December 31, 2003. 
	 
	2.14	TERMINATION EVENT means the
      termination of the Executive’s employment under circumstances that entitle
      the Executive to benefits under the Change In Control Agreement.
  
	 
	2.15	TERMINATION FOR CAUSE
      OR TERMINATED FOR CAUSE means that
      the Company has terminated the Executive’s employment for “cause” as
      defined in the Change In Control Agreement. 
	 
	2.16	TERMINATION OF EMPLOYMENT means
      that the Executive’s employment with the Company has terminated for any
      reason, voluntary or involuntary. 
	 






	2.17	YEAR OF SERVICE
      means a Plan Year in which the
      Executive is actively at work with the Company or on a Company-approved
      leave of absence at the end of that year. 
	              
    	
	
      ARTICLE 3
BENEFITS DURING
      LIFETIME 

	 


	3.1	NORMAL RETIREMENT
      BENEFIT.
      Upon Termination of Employment on or
      after Normal Retirement Age for reasons other than death, the Company
      shall pay the following benefit to the Executive: 
	 
	 	(a)	Amount of Benefit.
      Subject to adjustment under subsection
      (c) below and forfeiture under Article 7, the Normal Retirement Benefit is
      an annual benefit equal to 35% of the Executive’s base salary for the year
      in which the Termination of Employment occurs. 
	 
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum payment, the Normal
      Retirement Benefit is payable monthly for a period of fifteen (15) years
      beginning on the first day of the month on or after the Executive’s Normal
      Retirement Date (subject to a six-month delay under Section 3.7).
    
	              
    	              
    	              
      	
	 	(c)	Benefit Increases.
    
	 	 	
	 	 	(1)	As of each anniversary of the
      Effective Date, the Compensation Committee, in its sole discretion, may
      increase the Normal Retirement Benefit by increasing either or
    both:
	 
	 	 	 	(C)	The amount of the benefit multiplier;
or  
				              
    	
				(D)	The length of the payment schedule. 
	 	 	 	
	 	 	(2) 	If the Normal Retirement Benefit
      is increased, the Accrual Balance and the other benefits payable under
      this SERP shall be adjusted accordingly.







	3.2	EARLY
      VOLUNTARY TERMINATION
      BENEFIT.
      Upon an Early Voluntary Termination,
      the Company shall pay the following benefit to the Executive:

	 
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below and forfeiture under Article 7, the Early Voluntary Termination
      Benefit is the annual installment payment under a deferred 15-year term
      certain fixed annuity calculated as follows: 
	 
	 	 	(1)	The present value of the annuity
      is the vested Adjusted Accrual Balance (with vesting determined under
      subsection (d) below); 
	 
	 	 	(2)	The annuity starting date is the
      first day of the month on or after Normal Retirement Age; and

	 
	 	 	(3)	Interest is credited at an annual
      rate of 6% compounded monthly during both the period from the Termination
      of Employment to the annuity starting date and the 15-year payout
      period. 
	              
    	              
    	              
    	
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum payment, the Company
      shall pay the Early Voluntary Termination Benefit under the same payment
      schedule under Section 3.1(b) as for the Normal Retirement Benefit.
    
	 
	 	(c)	Benefit Increases.
      The Early Voluntary Termination Benefit
      may be increased as follows: 
	 
	 	 	(1)	The amount of the benefit will be
      adjusted for any increases in the Normal Retirement Benefit granted under
      Section 3.1(c)(1). 
	 
	 	 	(2)	In its sole discretion, the
      Compensation Committee may, from time to time as of any anniversary of the
      Effective Date, separately increase the amount of the Early Voluntary
      Termination Benefit without increasing the Normal Retirement
      Benefit. 
	 
	 	(d)	Vesting.
      The vested portion of the Executive’s
      Adjusted Accrual Balance will be determined as follows: 
	 
	 	 	(1)	The Executive will be 30% vested
      immediately upon the Effective Date. Beginning with the Plan Year
      commencing January 1, 2004, the Executive will receive an additional 10%
      vesting for each Year of Service until the Executive is 100% vested after
      completing seven (7) Years of Service. 
	 
	 	 	(2)	In its sole discretion, the
      Compensation Committee may at any time and from time to time increase the
      Executive’s vested percentage (including granting full vesting).
  







	3.3	EARLY
      INVOLUNTARY TERMINATION
      BENEFIT.
      Upon an Early Involuntary Termination,
      the Company shall pay the following benefit to the Executive:

	 
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below, immediate full vesting under subsection (d) below and
      forfeiture under Article 7, the Early Involuntary Termination Benefit is
      the annual installment payment determined in the same manner as the Early
      Voluntary Termination Benefit under Section 3.2(a). 
	 
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum payment, the Company
      shall pay the Early Involuntary Termination Benefit under the same payment
      schedule under Section 3.1(b) as for the Normal Retirement Benefit.
    
	              
    	              
    	              
      	
	 	(c)	Benefit Increases.
      The Early Involuntary Termination
      Benefit may be separately increased under the same terms and conditions
      that apply to increases in the Early Voluntary Termination Benefit (see
      Section 3.2(c)). 
	 
	 	(d)	Vesting.
      For purposes of this section, the
      Executive is immediately 100% vested upon the Effective Date.

	 
	3.4	DISABILITY
      BENEFIT.
      Upon Termination of Employment before
      Normal Retirement Age due to Disability, the Company shall pay the
      following benefit to the Executive: 
	 
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below, immediate full vesting under subsection (d) below and
      forfeiture under Article 7, the Disability Benefit is the annual
      installment payment determined in the same manner as for the Early
      Voluntary Termination Benefit (see Section 3.2(a)). 
	 
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum payment, the Company
      shall pay the Disability Benefit under the same payment schedule under
      Section 3.1(b) as for the Normal Retirement Benefit. 
	 	 		
	 	(c)	Benefit Increases.
      The Disability Benefit may be increased
      under the same terms and conditions that apply to increases in the Early
      Voluntary Termination Benefit (see Section 3.2(c)). 
	 
	 	(d)	Vesting.
      For purposes of this section, the
      Executive is immediately 100% vested upon the Effective Date.

	 
	3.5	CHANGE
      IN CONTROL
      BENEFIT.
      If the Executive becomes entitled to
      benefits under the Change in Control Agreement, the Company will pay the
      following benefit to the Executive: 
	 
	 	(a)	Amount of Benefit.
      Subject to adjustments under subsection
      (c) below and forfeiture under Article 7, the Change In Control Benefit is
      an annual benefit equal to 35% of the Executive’s base salary for the year
      in which the Termination of Employment occurs. 
	 
	 	(b)	Payment Schedule.
      Unless the Executive has made a timely
      election under Section 3.6 to receive a lump-sum payment, the Company
      shall pay the Change In Control Benefit under the same payment schedule
      under Section 3.1(b) as for the Normal Retirement
  Benefit.







	 	(c)	Benefit Increases.
      The Change in Control Benefit may be
      increased in the same manner as the Normal Retirement Benefit (see Section
      3.1(c)). 
	 
	 	(d)	Vesting.
      For purposes of this section, the
      Executive is immediately 100% vested upon the Effective Date.

	 
	3.6	LUMP-SUM
      PAYMENT ALTERNATIVE. The Executive may, under the
      following terms and conditions, elect to receive a lump-sum payment
      instead of payments under the installment payment schedule specified in
      Section 3.1(b): 
	 
	 	(a)	The election must have
      been made in writing no later than December 31, 2008. 
	 
	 	(b)	The payment amount
      shall equal the following: 
	 
	 	 	(1)	Normal Retirement Benefit.
      The Executive’s Adjusted Accrual
      Balance. 
	 
	 	 	(2)	Early Voluntary or
      Involuntary Termination Benefit; Disability Benefit. The
      Executive’s vested Adjusted Accrual Balance together with interest
      credited at the annual rate of 6% compounded monthly through the
      Executive’s Normal Retirement Age. 
	              
    	              
    	              
    	
	 	 	(3)	Change In Control Benefit.
      The present value of the Change In
      Control Benefit as determined using an annual discount rate of 6%
      compounded monthly. 
	 
	 	(c)	The lump-sum payment
      will be paid as follows: 
	 
	 	 	(1)	Normal Retirement Benefit.
      Upon the Executive’s Termination of
      Employment on or after Normal Retirement Age. 
	 
	 	 	(2)	Early Voluntary or
      Involuntary Termination Benefit; Disability Benefit. At the
      Executive’s Normal Retirement Age. 
	 	 	 	
	 	 	(3)	Change In Control Benefit.
      Within 60 days of the Executive’s
      Termination of Employment, subject to the six-month delay rule in Section
      3.7. 







	3.7	SIX-MONTH
      DELAY FOR DISTRIBUTIONS. The following provisions apply
      to distributions made under this Article 3, except to the extent the
      distribution is exempt from the requirements of Code § 409A: 
	              
    	              
    	
	 	(a)	The distribution shall not be
      made before the date which is six months after the date of the Executive’s
      Termination of Employment or, if earlier, the date of the Executive’s
      death. 
	 
	 	(b)	If the Executive would have
      otherwise received installment payments during the six-month delay period,
      the payments that would otherwise have been made during the six-month
      delay period will be paid in a lump sum on the first day of the seventh
      month following the Executive’s Termination of Employment.
  


ARTICLE 4
DEATH BENEFITS

	4.1	PRE-RETIREMENT
      DEATH BENEFIT.
      If the Executive dies before a
      Termination of Employment and before attaining Normal Retirement Age, the
      Company will pay the following benefit to the Executive’s
      Beneficiary: 
	 
	 	(a)	Amount of Benefit.
      The Pre-Retirement Death Benefit is the
      Executive’s projected benefit at Normal Retirement Age based upon the
      Executive’s base salary as of the date of death with annual increases of
      3% to Normal Retirement Age. 
	              
    	              
    	
	 	(b)	Payment of Benefit.
      Unless the Executive timely elected a
      lump-sum payment under Section 3.6, the Pre-Retirement Death Benefit is
      payable monthly for a period of fifteen (15) years beginning on the first
      day of the month following the Executive’s death. If the Executive timely
      elected a lump-sum payment under Section 3.6, the Pre-Retirement Death
      Benefit will be paid as a lump-sum payment equal to the Executive’s
      projected Normal Retirement Age Accrual Balance as determined as of the
      date of death. The lump-sum will be paid within 90 days of the date the
      Compensation Committee receives satisfactory documentation of the
      Executive’s death. 
	 
	4.2	DEATH
      AFTER PAYMENTS
      COMMENCE.
      If the Executive dies after installment
      benefit payments had commenced under Article 3, the Company shall pay the
      remaining benefits to the Executive’s Beneficiary at the same time and in
      the same amounts they would have been paid to the Executive had the
      Executive survived. 
	 
	4.3	DEATH
      BEFORE PAYMENTS
      COMMENCE. 
	 
	 	(a)	Form of Payment.
      If the Executive is entitled to a
      benefit under Article 3, but dies before benefit payments begin, the death
      benefit will be paid to the Executive’s Beneficiary in monthly
      installments over fifteen (15) years if the installment payments would
      have been made to the Executive or in a lump sum if the Executive had made
      a timely election under Section 3.6 to receive a lump-sum payment.
    
	 
	 	(b)	Time of Payment.
      The commencement date for payments to
      the Beneficiary will be either: 







		 	(1)	The first day of the month
      following the Executive’s death if payments are to be made in
      installments; or 
	              
    	              
    	              
    	
		 	(2)	Within 90 days of the date the
      Compensation Committee receives satisfactory documentation of the
      Executive’s death if a lump-sum payment is to be made. 
		 
		(c)	Amount of Payment.
      The death benefit under this section
      will be the present value of the benefit the Executive was entitled to
      receive. Present value will be determined as of the date payments to the
      Beneficiary are to commence using an annual discount rate of 6% compounded
      monthly. 


ARTICLE 5
BENEFICIARIES 

	5.1	DESIGNATION OF
      BENEFICIARY.
      The Executive may designate the
      Beneficiary or Beneficiaries (who may be designated concurrently or
      contingently) to receive the death benefit under the SERP under the
      following terms and conditions: 
	              
    	              
    	
	 	(a)	The beneficiary designation must
      be in a form satisfactory to the Compensation Committee and must be signed
      by the Executive. 
	 
	 	(b)	A beneficiary designation shall
      be effective upon receipt by the Compensation Committee or its designee,
      provided it is received before the Executive’s death. 
	 
	 	(c)	The Executive may revoke a
      previous beneficiary designation without the consent of the previously
      designated Beneficiary. This revocation is made by filing a new
      beneficiary designation form with the Compensation Committee or its
      designee, and shall be effective upon receipt. 
	 
	5.2	DIVORCE. A divorce will automatically revoke the portion of a
      beneficiary designation designating the former spouse as a Beneficiary.
      The former spouse will be a Beneficiary under this SERP only if a new such
      beneficiary designation form naming the former spouse as a beneficiary is
      filed after the date the dissolution decree is entered. 
	 
	5.3	DISCLAIMERS.
      If a Beneficiary disclaims a death
      benefit, the benefit will be paid as if the Beneficiary had predeceased
      the Executive. 
	 
	5.4	DEATH OF
      BENEFICIARY.
      If a Beneficiary who is in pay status
      dies before full distribution is made to the Beneficiary, the unpaid
      balance of the distribution will be paid to the Beneficiary’s
      estate. 
	 
	5.5	DEFAULT
      BENEFICIARY.
      If, at the time of the Executive’s
      death, the Executive has failed to designate a Beneficiary, the
      Executive’s beneficiary designation has become completely invalid under
      the provisions of this Article or there is no surviving Beneficiary,
      payment of the death benefit will be made in the following order of
      priority: 
	 
	 	(a)	To the Executive’s spouse, if
      living; 
	 
	 	(b)	To the Executive’s surviving
      children, in equal shares; or 
	 
	 	(c)	To the Executive’s estate.
    






ARTICLE 6
ACCRUAL BALANCE

	6.1	COMPENSATION
      LIABILITY.
      The Accrual Balance shall be equal to
      the financial statement compensation liability accrued by the Company
      (under Section 6.2) as of any applicable determination date (as defined in
      Section 6.3) for its payment obligation under this SERP. 
	 
	6.2	ACCRUAL
      CALCULATION. 
	 
	 	(a)	The value of the
      Accrual Balance shall equal the sum of the: 
	 
	 	 	(1)	Principal accrual (service cost);
      plus 
	              
    	              
    	              
    	
	 	 	(2)	Interest accrual at 6%.
  
	 
	 	(b)	The value shall be
      determined by: 
	 
	 	 	(1)	Assuming a 3% annual increase in
      the Executive’s base salary; and 
	 
	 	 	(2)	Using Generally Accepted
      Accounting Principles applying APB 12 as amended by FAS 106. 
	 
	6.3	DETERMINATION
      DATES.
      The Accrual Balance shall be determined
      as of the last day of the month. 
	 
	6.4	REPORTING.
      The Compensation Committee will report
      the Accrual Balance to the Executive at least annually and within a
      reasonable period of time not to exceed 30 days after the date of the
      Termination of Employment if the Executive is to be paid the Early
      Voluntary Termination, Early Involuntary Termination or Disability
      Benefit. 






ARTICLE 7
FORFEITURE

	7.1	GROUNDS
      FOR FORFEITURE.
  
	 
	 	(a)	The Executive will
      forfeit any benefits payable under this SERP upon a Termination for
      Cause. 
	 
	 	(b)	The Company shall not
      pay the Pre-Retirement Death Benefit under Section 4.1 under the SERP if
      the Executive: 
	 
	 	 	(1)	Commits suicide within
      two years after the Effective Date; or 
	 
	 	 	(2)	Dies within two years
      after the Effective Date and has made any material misstatement of fact on
      any application for life insurance that may be used by the Company to
      finance its obligations under the SERP. 
	 
	 	(c)	The Executive will
      forfeit any benefits payable under this SERP if the Executive violates the
      noncompetition restrictions of Section 7.2. 
	 
	7.2	NONCOMPETITION
      RESTRICTIONS. 
	 
	 	(a)	Definitions.
      For purposes of this section, the
      following terms have the meanings stated below: 
	 
	 	 	(1)	“Banking
      institution” means any state or
      national bank, state or federal savings and loan association, mutual
      savings bank, state or federal credit union or any of their holding
      companies. 
	 
	 	 	(2)	“Competing
      activities” mean any activities
      that are competitive with the business activities of Bancorp, the Bank or
      any of their subsidiaries as conducted at the commencement of, or during
      the term of, the restricted period. 
	 
	 	 	(3)	“Financial
      institution” means any banking
      institution (as defined in paragraph (1) above) or financial services
      company (as defined in paragraph (4) below), regardless of: 
	              
    	              
    	              
    	              
    	
	 	 	 	(A)	Its legal form of organization; or 
	 
	 	 	 	(B) 	Whether it is in existence or is in formation. 
	 
	 	 	(4)	“Financial
      services company” means any company
      providing nonbanking financial products and services, such as trust,
      mortgage, asset management, investment banking, securities and insurance
      products and services, but only if the Executive had direct operating
      responsibility of any subsidiary, division or other business operation of
      Bancorp or the Bank providing materially similar products or services at
      the date of the Executive’s: 
	 
	 	 	 	(A)	Termination of Employment; or 







		 		(B)	Termination Event if the Change in Control Benefit under
      Section 3.5 is payable. 
	              
    	              
    	              
    	              
    	
		 	(5)	“Restricted area”
      means any county in Oregon or Washington
      in which Bancorp, the Bank or any of their subsidiaries either:
  
		 
		 	 	(A)	Has a branch or other office at the
      commencement of the restricted period; or 
		 
		 	 	(B)	Has decided to open a branch or other
      office during the restricted period, provided that fact has been
      communicated to the Executive before the Executive’s Termination of
      Employment. 
		 
		 	(6)	“Restricted period”
      means a period of: 
		 
		 	 	(A)	12 months from the date of the
      Executive’s Termination of Employment; or 
		 
		 	 	(B)	24 months from the date of the
      Executive’s Termination Event if the Change in Control Benefit under
      Section 3.5 is payable. 
		 
		 	(7)	“Subsidiaries”
      mean any current or future subsidiary of
      Bancorp or the Bank, regardless of whether it is 100% owned by Bancorp or
      the Bank. 
		 
		(b)	Restrictions.
      The Executive agrees that, during the
      restricted period, the Executive will not, directly or indirectly:
    
		 
		 	(1)	Except as provided in
      subsection (c) below, be employed by or provide services to any financial
      institution that engages in competing activities in the restricted area,
      whether as an employee, officer, director, agent, consultant, promoter or
      in any similar position, function or title; 
		 
		 	(2)	Have any ownership or
      financial interest in any financial institution that engages in competing
      activities in the restricted area that violates the Company’s then current
      published ethical standards on ownership interests in competing
      businesses; 
		 
		 	(3)	Induce any employee of
      Bancorp, the Bank or their subsidiaries to terminate their employment with
      Bancorp, the Bank or their subsidiaries; 
		 
		 	(4)	Hire or assist in the hiring
      of any employee of Bancorp, the Bank or their subsidiaries for or by any
      financial institution that is not affiliated with Bancorp, the Bank or
      their subsidiaries; or 
		 
		 	(5)	Induce any person or entity
      (other than the Executive’s relatives or entities controlled by them) to
      terminate or curtail its business or contractual relationships with the
      Bank, Bancorp or their subsidiaries. 
		 
		(c)	Exceptions.
      Regardless of the restriction in subsection
      (b)(1) above, the Executive may be employed outside the restricted area as
      an employee, officer, agent, consultant or promoter of a financial
      institution that engages in competing activities in the restricted area,
      provided the Executive will not: 







		 	(1)	Act within the restricted area as
      an employee or other representative or agent of that financial
      institution;
		 
		 	(2)	Have any responsibilities for
      that financial institution’s operations within the restricted area;
      or
		 
		 	(3)	Directly or indirectly violate
      the restrictions of subsection (b)(3), (4) and (5) above.
		 
		(d)	Forfeiture.
      If the Executive breaches the
      restrictions under subsection (b) above, the Executive will:
		 
		 	(1)	Forfeit any benefits payable
      under this SERP that were unpaid as of the date of the breach;
    and
	              
    	              
    	              
    	 
		 	(2)	Promptly repay the Company, upon
      demand, any payments that were made. If the Executive does not repay that
      amount within fifteen (15) days after the date of the demand, the
      Executive will also pay interest on that amount at the rate of 9% per
      annum.


ARTICLE 8
CLAIMS
AND
APPEALS PROCEDURE

	8.1	CLAIMS
      PROCEDURE.
	              
    	              
    	              
    	 
	 	(a)	Routine Payments.
      The Compensation Committee may
      authorize distribution of payments to the Executive or the Executive’s
      Beneficiary even though a formal claim has not been filed. 
	 
	 	(b)	Formal
      Claims.
	 
	 	 	(1)	Mandatory Procedure.
      Any claim that the Executive or a
      Beneficiary or anyone claiming on behalf of or through the Executive or a
      Beneficiary may make under ERISA or under any other applicable federal or
      state law must first be brought as a formal claim under this section. If
      that claim is denied, it will be subject to the claims appeal procedures
      of Section 8.2.
	 
	 	 	(2)	Form and Content of Claim.
      The claim shall be in any form
      reasonably acceptable to the Compensation Committee and must state the
      basis of the claim and also authorize the Compensation Committee and its
      designees to conduct any examinations necessary to determine the validity
      of the claim and take any steps necessary to facilitate the benefit
      payment.
	 
	 	 	(3)	Submissions by Claimant.
      The claimant shall file the claim
      with the Executive Vice-President, Human Resources. The claimant may also
      submit written comments, documents, records and other information relating
      to the claim.
	 
	 	 	(4)	Access to Information.
      The claimant will be provided, upon
      request and free of charge, reasonable access to, and copies of, all
      nonconfidential or nonprivileged Company documents, records and other
      information relevant to the claim.







			(5)	Authorized Representative.
      The claimant may be represented by
      an individual authorized to act on behalf of the claimant. A
      representative’s authorization to act on behalf of the claimant must be
      established to the Compensation Committee’s reasonable satisfaction.
	              
    	              
    	              
    	
	 	 	(6)	Review and Recommendation.
      The claim shall be reviewed by the
      Company’s Executive Vice-President, Human Resources and the Chief
      Executive Officer (if that office is not held by the Executive at that
      time), who shall make a recommendation to the Compensation
      Committee.
	 
	 	(c)	Timeline.
      The Compensation Committee shall make a
      determination on the claim within 90 days after the date the claimant
      filed it with the Executive Vice-President, Human Resources. If more time
      is required for a special case, the Compensation Committee may take up to
      an additional 90 days to render a determination, but the claimant must be
      notified of the need for the extension of time within the initial 90- day
      period. This notification will explain the special circumstances requiring
      the extension of time as well as the date by which a determination is
      expected.
	 
	 	(d)	Explanation of
      Denial. If a claim is wholly or
      partially denied, the Compensation Committee shall provide the claimant
      with a notice of the decision, written in a manner calculated to be
      understood by the claimant, containing the following
  information:
	 
	 	 	(1)	The specific reason or reasons
      for the denial and a discussion of why the specific reason or reasons
      apply;
	 
	 	 	(2)	References to the specific
      provisions of this SERP upon which the denial was based;
	 
	 	 	(3)	A description of any additional
      material or information necessary for the claimant to perfect the claim;
      and
	 
	 	 	(4)	An explanation of the claims
      appeal procedures under this SERP.
	 
	 	(e)	Deemed Denial.
      If a determination is not furnished to
      the claimant within 90 days of the date the claim was filed—or 180 days if
      it is a special case—the claim shall be deemed to be denied.
	 
	 	(f)	Appeal of Denial.
      If the claimant disagrees with the
      denial, the claimant’s sole remedy shall be to proceed with the claims
      appeal procedures under Section 8.2.
	 
	8.2	CLAIMS
      APPEAL PROCEDURES.
	 
	 	(a)	Written Request.
      If a claim is denied in whole or in
      part, the claimant or the claimant’s authorized representative may submit
      a written request for a review of the denial, including a statement of the
      reasons for the review.
	 
	 	(b)	Deadline.
      This request must be filed with the
      Compensation Committee within 60 days after the claimant receives notice
      of the denial. This time limit may be extended by the Compensation
      Committee if an extension appears to be reasonable in view of the nature
      of the claim and the pertinent
circumstances.







	 	(c)	Conduct of Appeal.
      Upon receipt of such a request, the
      Compensation Committee shall afford the claimant an opportunity to review
      relevant documents and to submit issues and comments in writing. The
      Compensation Committee may hold a hearing or conduct an independent
      investigation. The Compensation Committee will consider all of the
      claimant’s submissions regardless of whether they were submitted or
      considered in the initial determination of the claim.
	              
    	              
    	              
    	 
	 	(d)	Timeline.
      A decision on the review shall be
      rendered by the Compensation Committee not later than 60 days after
      receipt of the claimant’s request for the review. If more time is required
      for a special case, the Compensation Committee may take up to an
      additional 60 days to render a decision, but the claimant must be notified
      of the need for the extension of time within the initial 60-day period.
      This notification shall explain the special circumstances (such as the
      need to hold a hearing) which require the extension of time.
	 
	 	(e)	Decision on Appeal.
      The decision shall be written in a
      manner calculated to be understood by the claimant and shall
      include:
	 
	 	 	(1)	Specific reasons for the
      decision;
	 
	 	 	(2)	Specific references to the
      provisions of this SERP on which the decision is based;
	 
	 	 	(3)	A statement that the claimant is
      entitled to receive, upon request and free of charge, reasonable access
      to, and copies of, all documents, records and other information relevant
      (as defined in applicable ERISA regulations) to the claimant’s claim for
      benefits; and
	 
	 	 	(4)	A statement of the claimant’s
      right to bring a civil action under ERISA § 502(a), to the extent such an
      action is not preempted by the mandatory arbitration provision of Section
      10.10.
	 
	 	(f)	Deemed Denial.
      If the determination on the appeal is
      not furnished to the claimant within 60 days—or 120 days if it is a
      special case—the appeal shall be deemed to be denied.
	 
	 	(g)	Exhaustion of Appeal
      Process Required. A claimant whose
      claim has been denied is required to exhaust the claims appeal procedures
      set forth in this section before commencing any arbitration or legal
      action.
	 
	8.3	DISCRETIONARY
      AUTHORITY;
      STANDARDS OF
      PROOF AND REVIEW;
      RECORD ON
      REVIEW.
	 
	 	(a)	The Compensation
      Committee is the “named fiduciary” for purposes of ERISA. This SERP
      confers full discretionary authority on the Compensation Committee with
      regard to the administration of this SERP, including the discretion
      to:
	 
	 	 	(1)	Make findings of fact and
      determine the sufficiency of the evidence presented regarding a claim;
      and







		 	(2)	Interpret and construe the
      provisions of this SERP and related administrative documents, if any,
      (including words and phrases that are not defined in this SERP or those
      documents) and correct any defect, supply any omission or reconcile any
      ambiguity or inconsistency.
	              
    	              
    	              
    	 
		(b)	A decision by the
      Compensation Committee is required to be supported by substantial evidence
      only. That is, proof by a preponderance of the evidence, clear and
      convincing evidence or beyond a reasonable doubt is not
  required.
		 
		(c)	A court of law or
      arbitrator reviewing any decision of the Compensation Committee, including
      those relating to the interpretation of this SERP or a claim for benefits
      under this SERP, shall be required to use the arbitrary and capricious
      standard of review. That is, the Compensation Committee’s determination
      may be reversed only if it was made in bad faith, is not supported by
      substantial evidence or is erroneous as to a question of law.
		 
		(d)	In conducting its
      review of the Compensation Committee’s decision, a court or arbitrator
      shall be limited to the record of documents, testimony and facts presented
      to or actually known to the Compensation Committee at the time the
      decision was made.






ARTICLE 9
AMENDMENT AND TERMINATION

	9.1	BY
      MUTUAL AGREEMENT.
      Except as provided in Section 9.2, this SERP
      may be amended or terminated only by a written agreement signed by the
      Company and the Executive.
	              
    	              
    	              
    	              
    	 
	9.3	BY THE
      COMPANY.
	 
	 	(b)	Subject to the
      restrictions in subsection (b) below, the Company may unilaterally amend
      or terminate this SERP at any time if in the opinion of the Company’s
      counsel or accountants, as a result of legislative, judicial or regulatory
      action, continuation of the SERP would:
	 
	 	 	(1)	Cause benefits to be
      taxable to the Executive before their actual receipt; or
	 
	 	 	(2)	Result in material
      financial penalties or other materially detrimental ramifications to the
      Company (other than the financial impact of paying the
  benefits).
	 
	 	(c)	Except as required by
      law, banking regulatory requirements or financial accounting requirements,
      an amendment or termination under subsection (a) above may not
      reduce:
	 
	 	 	(1)	The vested percentage
      of the Executive’s Adjusted Accrual Balance;
	 
	 	 	(2)	The amount of the
      Executive’s vested Adjusted Accrual Balance as determined as of the later
      of:
	 
	 	 	 	(A)	The effective date of the
      amendment or termination; or
	 
	 	 	 	(B)	The date it is adopted or
      approved; or
	 
	 	 	(3)	The amount of the
      benefit payments that are being made if the Executive’s benefits were in
      pay status as of the earlier of:
	 
	 	 	 	(A)	The effective date of the
      amendment or termination; or
	 
	 	 	 	(B)	The date it is adopted or
      approved.
	 
	 	(d)	Except as required by
      law, banking regulatory requirements or financial accounting requirements,
      upon the termination of this SERP under subsection (a) above:
	 
	 	 	(1)	The Executive’s
      Adjusted Accrual Balance and vesting credit will be frozen as of the later
      of:
	 
	 	 	 	(A)	The effective date of the
      amendment or termination; or
	 
	 	 	 	(B)	The date it is adopted or
      approved;
	 
	 	 	(2)	Interest will be
      credited on the Executive’s frozen vested Accrual Balance at an annual
      rate of 6% compounded monthly; and
	 
	 	 	(3)	The Company may
      either:







				(A)	Hold and disburse the Executive’s
      frozen vested Accrual Balance (as adjusted under paragraph (2) above) in
      accordance with the otherwise applicable terms and conditions of this
      SERP; or
	              
    	              
    	              
    	              
    	 
				(B)	Disburse that amount in a lump
      sum at such earlier date as is permissible under Treas. Reg. §
      1.409A-3(j)(ix).


ARTICLE 10
GENERAL PROVISIONS

	10.1	ADMINISTRATION.
      The Compensation Committee shall have
      all powers necessary or desirable to administer this SERP, including but
      not limited to:
	              
    	              
    	              
    	 
	 	(a)	Establishing and
      revising the method of accounting for the SERP;
	 
	 	(b)	Maintaining a record of
      benefit payments;
	 
	 	(c)	Establishing rules and
      prescribing any forms necessary or desirable to administer the
    SERP;
	 
	 	(h)	Interpreting the
      provisions of the SERP; and
	 
	 	(e)	Delegating to others
      certain aspects of the Compensation Committee’s managerial and operational
      responsibilities, including employing advisors and delegating ministerial
      duties.
	 
	10.2	RECEIPT AND
      RELEASE FOR PAYMENTS.
	 
	 	(a)	The Compensation
      Committee may require the recipient of a payment, as a condition precedent
      to the payment, to execute a receipt and, in the case of a payment in
      full, a release for the payment. The receipt and the release shall be in a
      form satisfactory to the Compensation Committee.
	 
	 	(b)	Payment may be made by
      a deposit to the credit of the Executive or a Beneficiary, as applicable,
      in any bank or trust company.
	 
	 	(c)	Payment may be made to
      the individual or institution maintaining or having custody of the
      Executive or Beneficiary, as applicable, if the Compensation Committee
      receives satisfactory evidence that:
	 
	 	 	(1)	A person entitled to receive any
      benefit under this SERP is, at the time the benefit is payable,
      physically, mentally or legally incompetent to receive payment and
      provides a valid receipt for it;
	 
	 	 	(2)	An individual or institution is
      maintaining or has custody of that person; and
	 
	 	 	(3)	No guardian, custodian or other
      representative of the estate of that person has been
  appointed.







	 	(d)	The receipt of the
      recipient or a canceled check shall be a sufficient voucher for the
      Company. The Company is not required to obtain from the recipient an
      accounting for the payment.
	              
    	              
    	              
    	 
	 	(e)	If a dispute arises
      over a distribution, payment may be withheld until the dispute is
      determined by a court of competent jurisdiction or settled, to the
      satisfaction of the Compensation Committee, by the parties concerned. The
      Compensation Committee may require a hold harmless agreement on behalf of
      the Company and the SERP before making payment.
	 
	10.3	OTHER
      COMPENSATION AND TERMS OF
      EMPLOYMENT.
      This SERP is not an express or implied
      employment agreement. Accordingly, other than providing for certain
      benefits payable upon a Termination of Employment, this SERP will not
      affect the determination of any compensation payable by the Company to the
      Executive, nor will it affect the other terms of the Executive’s
      employment with the Company. The specific arrangements referred to in this
      SERP are not intended to exclude or circumvent any other benefits that may
      be available to the Executive under the Company’s employee benefit or
      other applicable plans, upon the Executive’s Termination of
      Employment.
	 
	10.4	WITHHOLDING.
	 
	 	(a)	Income Tax.
      Applicable federal, state and local
      income tax withholding will be withheld from all payments made under this
      SERP.
	 
	 	(b)	FICA.
      To the extent allowable under
      applicable regulations:
	 
	 	 	(1)	The present value of the vested
      benefits under this SERP will be taken into account as FICA wages in the
      year they become vested;
	 
	 	 	(2)	Present value will be determined
      using reasonable actuarial equivalency factors acceptable to the
      Compensation Committee;
	 
	 	 	(3)	The employee portion of each
      year’s FICA liability will be deducted from the Executive’s other cash
      compensation for that year; and
	 
	 	 	(4)	FICA will not be deducted from
      any payments made under this SERP.







	10.5	UNFUNDED
      ARRANGEMENT.
	              
    	              
    	 
	 	(a)	The Company’s payment obligation
      under this SERP is purely contractual and is not funded or secured in any
      manner by any asset, pledge or encumbrance of the Company’s
      property.
	 
	 	(b)	This SERP is not intended to
      create, and should not be construed as creating, any trust or trust fund.
      The benefits accrued under this SERP and any assets acquired by the
      Company to finance its payment obligations under this SERP shall not be
      held in a trust (other than a grantor trust of the Company), escrow or
      similar fiduciary capacity.
	 
	 	(c)	Any insurance policy on the
      Executive’s life the Company may acquire to assist it in financing its
      obligations under this SERP is a general asset of the Company and neither
      the Executive nor anyone else claiming on behalf of or through the
      Executive shall have any right with respect to, or claim against, that
      policy.
	 
	 	(d)	The Executive and any Beneficiary
      are general unsecured creditors of the Company with respect to the payment
      of the benefits under this SERP.
	 
	10.6	BENEFITS
      NOT ASSIGNABLE.
      The accrued benefits under this SERP
      shall not be considered assets under state law or bankruptcy law of the
      Executive or of any Beneficiary. The Executive and any Beneficiary shall
      not have any right to alienate, anticipate, pledge, encumber or assign any
      of the benefits payable under this SERP. The Executive’s or any
      Beneficiary’s benefits shall not be subject to any claim of, or any
      attachment, garnishment or other legal process brought by, any of his or
      her creditors.
	 
	10.7	BINDING
      EFFECT.
      This SERP binds and inures to the
      benefit of the parties and their respective legal representatives, heirs,
      successors and assigns.
	 
	10.8	REORGANIZATION.
      The Company shall not merge or
      consolidate into or with another company, or reorganize, or sell
      substantially all of its assets to another company, firm, or person unless
      that succeeding or continuing company, firm or person agrees to assume and
      discharge the obligations of the Company under this SERP. Upon the
      occurrence of such an event, the term “Company” as used in this SERP shall
      be deemed to refer to the successor or survivor company.
	 
	10.9	APPLICABLE
      LAW.
	 
	 	(a)	This SERP shall be construed and
      its validity determined according to the laws of the State of Oregon,
      other than its law regarding conflicts of law or choice of law, to the
      extent not preempted by federal law.
	 
	 	(b)	Any dispute arising out of this
      SERP must be brought in either Clackamas County or Multnomah County,
      Oregon, and the parties will submit to personal jurisdiction in either of
      those counties.
	 
	10.10	ARBITRATION.
      Any dispute or claim arising out of or
      brought in connection with this SERP, will, if requested by any party, be
      submitted to and settled by arbitration under the rules then in effect of
      the American Arbitration Association (or under any other form of
      arbitration mutually acceptable to the parties involved). Any award
      rendered in arbitration will be final and will bind the parties, and a
      judgment on it may be entered in the highest court of the forum having
      jurisdiction. The arbitrator will render a written decision, naming the
      substantially prevailing party in the action, and, subject to Section
      10.11(b), will award that party all costs and expenses incurred, including
      reasonable attorneys’ fees.







	10.11	ATTORNEYS’
      FEES. 
	              
    	              
    	              
    	 
	 	(a)	If any breach of or
      default under this SERP results in either party incurring attorneys’ or
      other fees, costs or expenses (including those incurred in an
      arbitration), the substantially prevailing party is entitled to recover
      from the non-prevailing party its reasonable legal fees, costs and
      expenses, including attorneys’ fees and the costs of the arbitration,
      except as provided in subsection (b) below.
	 
	 	(c)	If the Executive is not
      the substantially prevailing party, the Executive shall be liable to pay
      the Company under subsection (a) above only if the arbitrator determines
      that:
	 
	 	 	(1)	There was no reasonable basis for
      the Executive’s claim (or the Executive’s response to the Company’s
      claim); or
	 
	 	 	(2)	The Executive had engaged in
      unreasonable delay, failed to comply with a discovery order or otherwise
      acted in bad faith in the arbitration.
	 
	 	(c)	Either party shall be
      entitled to recover any reasonable attorneys’ fees and other costs and
      expenses it incurs in enforcing or collecting an arbitration
    award.
	 
	 	(d)	If an award under this
      section is made to the Executive and accountants or tax counsel selected
      by Company with the Executive’s consent (which shall not be unreasonably
      withheld) determine that the award is includible in Executive’s gross
      income, the Company shall also pay the Executive a gross-up payment to
      offset the taxes imposed on that award, including the taxes on the
      gross-up payment itself. This gross-up payment shall be determined
      following the methodology employed in the Change in Control
      Agreement.
	 	 	 
	10.12	ENTIRE
      AGREEMENT.
      This SERP constitutes the entire
      agreement between the Company and the Executive as to its subject matter.
      No rights are granted to the Executive by virtue of this SERP other than
      those specifically set forth in this document and any amendments to
      it.







	10.13	CONSTRUCTION.
      The language of this SERP was chosen
      jointly by the parties to express their mutual intent. No rule of
      construction based on which party drafted the SERP or certain of its
      provisions will be applied against any party.
	              
    	 
	10.14	SECTION HEADINGS;
      CITATIONS.
      The section headings used in this SERP
      have been included for convenience of reference only. Citations to
      statutes, regulations or FASB policies or statements are to those
      provisions as amended or to any successor provision.
	 
	10.15	COUNTERPARTS.
      This SERP may be executed in one or
      more counterparts, and all counterparts will be construed together as one
      plan.
	 
	10.16	SEVERABILITY.
      If any provision of this SERP is, to
      any extent, held to be invalid or unenforceable, it will be deemed amended
      as necessary to conform to the applicable laws or regulations. However, if
      it cannot be amended without materially altering the intentions of the
      parties, it will be deleted and the remainder of this SERP will be
      enforced to the extent permitted by law.
	 
	10.17	JOINT AND SEVERAL
      OBLIGATION.
      Bancorp and the Bank will be jointly
      and severally liable for the payment obligations under this
      Agreement.
		 
		 
		 
		 


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