Exhibit 10.9


AMENDMENT NO. 2


(FREEZE AMENDMENT)


TO THE


WEST COAST BANCORP


DIRECTORS’ DEFERRED COMPENSATION PLAN


Adopted:  December 14, 2004


Effective:  December 31, 2004


RECITALS

	
  
A.
  	
  
West Coast   Bancorp (“Bancorp”) adopted the West Coast Bancorp Directors’ Deferred   Compensation Plan effective as of May 1, 1996 (the “Plan”).
  
	
  
 
  	
  
 
  
	
  
B.
  	
  
The Plan   provides that Bancorp may amend the Plan at any time.
  
	
  
 
  	
  
 
  
	
  
C.
  	
  
The recently   enacted American Jobs Creation Act has made major changes to the tax laws   affecting deferred compensation plans.    These changes are generally effective for amounts deferred after   December 31, 2004.  Amounts deferred   before that date will not be subject to the new law provided these deferred   amounts are held under a plan that is not materially modified after October   3, 2004.
  
	
   
  	
  
 
  
	
  
D.
  	
  
To ensure   that amounts deferred under the Plan before the effective date of the new law   do not inadvertently become subject to the requirements of the new law   because of subsequent changes to the Plan document, Bancorp now desires to   freeze the Plan effective as of December 31, 2004.
  
	
  
 
  	
  
 
  
	
  
E.
  	
  
To implement   this freeze, the Plan is amended on the following—
  




TERMS AND CONDITIONS


PARAGRAPH ONE:  The provisions of this Amendment shall supersede any provisions of the Plan to the contrary.


PARAGRAPH TWO:  No directors shall enter the Plan after December 31, 2004.


PARAGRAPH THREE: No directors’ fees shall be deferred under the Plan after December 31, 2004.


PARAGRAPH FOUR:  No subsidiary of Bancorp may adopt the Plan after December 31, 2004.








PARAGRAPH FIVE:  The name of the Plan is changed to the “Directors’ Deferred Compensation Plan (Pre-2005).”


PARAGRAPH SIX:  Section 7.1, Rights Reserved, is amended by:

	
  
 
  	
  
(a)
  	
  
Designating   the current text as subsection (a) and titling it “Board’s Authority;” and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Adding a new   subsection (b) to read as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
Plan Administrator’s Authority.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
Subject to   paragraph (2) below, the Plan Administrator may adopt any technical,   clerical, conforming or clarifying amendment or other change, either   prospectively or retroactively, which may be necessary or desirable to:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
(A)
  	
  
Facilitate   the administration of the Plan;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(B)
  	
  
Clarify or   simplify the Plan; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
(C)
  	
  
Upon the   advice of counsel:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
Maintain the   Plan’s status as a “top hat” plan for purposes of ERISA; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
Comply with   other applicable laws.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
The Plan   Administrator may not adopt any amendment or other change which would   constitute a “material modification” for purposes of Code § 409A, as amended   (or any comparable provision of any future tax law).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(3)
  	
  
Any formal   amendment adopted by the Plan Administrator shall be in writing, signed by or   on behalf of the Plan Administrator and reported to Bancorp’s Compensation   & Personnel Committee at its next scheduled meeting.
  




PARAGRAPH SEVEN:  In all other respects, the Plan is ratified and affirmed so that amounts credited to Participants’ Accounts as of December 31, 2004, shall continue to be held, invested and disbursed in accordance with the terms and conditions of the Plan as of December 31, 2004, as may be subsequently amended under Plan Section 7.1(b) (as added by Paragraph Six above).


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PARAGRAPH EIGHT:  This Amendment is effective December 31, 2004. 


To evidence the adoption of this Amendment No. 2, it has been signed on behalf of Bancorp by its duly designated officer.

	
  
 
  	
  
WEST COAST   BANCORP
  
	
   
  	
   
  	
   
  
	
   
  	
   
  	
   
  
	
   
  	
  By:
  	
   
  
	
   
  	
   
  	
  


  
	
   
  	
   
  	
  Robert D.   Sznewajs, President and CEO
  
	
   
  	
   
  	
   
  
	
   
  	
  Dated:
  	
    December   14, 2004
  



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