Exhibit 10.3

CHANGE IN CONTROL AGREEMENT2008 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 ANDERS GILTVEDT (Executive).

RECITALS

|A. | The Executive is employed by the
      Company as its Executive Vice President and Chief Financial
      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.
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|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.                                                                                                                                                                                                                                                                                                                                                              
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|D. | Therefore, in order to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | 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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                   

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| | (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:                                                                                                            
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| |     | (1)                                                                                                                             
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| |     | (2)                                                                                                                             
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| |     |                                 |                                                                                                                                                                     | (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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| |     |                                 |                                                                                                                                                                     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Directly from the
      Company;                                                                                                              
| |    
| |     |                                 |                                                                                                                                                                     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | By the Company;
      or                                                                                                                      
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| |     |                                 |                                                                                                                                                                     | (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:                    
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| |     |                                 | (A)                                                                                                                                                                 | Directors on
      the Effective Date; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| |     |                                 | (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:                                                                                                                                                                                                                                                                                                                          
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 | (i)                                                                                                                                   | The resulting entitys then outstanding shares
      of common stock or other comparable equity security; or                                               
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                       |                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 | (ii)                                                                                                                                  | The combined voting
      power of the resulting entitys then outstanding voting securities
      entitled to vote generally in the election of directors,
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 | 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:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 | (ii)                                                                                                                                  | 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.                                                                                                                                                                                                                                                                                                    
| |    

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| | (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)                                                                                                                                                                                                                                    
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| |     | (2)                                                                                                                                                                                                                                    
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| |     | (3)                                                                                                                                                                                                                                    
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| |     |                                                                                                                                                                                                                                        
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| |     |                                                                                                                                                                                                                                        
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| |     |                                                                                                                                                                                                                                        
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| |     |                                                                                                                                                                                                                                        
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| |     | (4)                                                                                                                                                                                                                                    
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|   | (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. | INITIALTERM;
      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.                                                                                                                
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|   | (c)                                     | If a
      definitive agreement providing for a Change in Control is signed on or
      before the expiration date of the initial term or any renewal term, the
      term of this Agreement then in effect will automatically be extended to 24
      months after the effective date (as stated in the definitive agreement) of
      the Change in Control. During this extended period, the Board may not
      terminate this Agreement without the Executives written consent.
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|3. | EXECUTIVE'S
      OBLIGATIONS.         
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|   | (a)                                     | The
      Executive agrees that, upon notification that the Company has received a
      Change in Control Proposal, the Executive shall:                                                                                                                                                                                                                                                                                                                                            
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|   |                                         | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                         | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | (b)                                     | If, within
      24 months following a Change in Control, the Company wants the Executive
      to continue employment in a position or under circumstances that would
      qualify as Good Reason for the Executive to terminate employment, the
      Executive shall nevertheless agree to that continued employment, provided
      that:                                                                                                                                       
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|   |                                         | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |                                         | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |                                         | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|   |                                         | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|   |                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|   |                                                                                                             |                                                          | (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. | SEVERANCEBENEFITS.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;                                                                                                                                                                               
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|   |                                                                                                             | (4)                                                      | The 401(k)
      equivalency payment under subsection (e) below; and                                                                                                                                                                                  
|  
|   |                                                                                                             | (5)                                                      | The
      outplacement/tax planning benefits under subsection (f) below.                                                                                                                                                                              
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|   | (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)                                                                                                                                                                                                                                             
|  
|   |                                                                                                             |                                                          |                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                            
|  
|   |                                                                                                             |                                                          |                                                                                                                                                                                                                                                        | (iii)                                                                                                                                                                                                                                           
|  
|   |                                                                                                             |                                                          |                                                                                                                                                                                                                                                        | (iv)                                                                                                                                                                                                                                            
|  

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| |     |                            |                                                                               | (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
| |     |                            |                                                                               |                                                                                                                                                                                                                                   |                                                                                                                                                                                                                 

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| |     |                                                                                                                                                                                                                                                                                                                                                   | (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)                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                

---

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                    | (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:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                            | The 401(k) Plans
      matching contribution formula for the plan year in which the Termination
      Event occurs; or                                                                                                                                                               
| |    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                            | If that formula has
      not been determined by the date of the Termination Event, the formula for
      the previous plan year.                                                                                                                                                     
| |    
| |     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The deemed
      profit-sharing contributions will be determined by multiplying the
      Executives deemed 401(k) Plan compensation under paragraph (1) above
      by:                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (A)                                                                                                                                                                                                                                                                                                                | The actual
      bonus paid or payable for the bonus computation year that ended before the
      bonus computation year in which the Termination Event occurs;
  and                                                                                                                                                          
| |    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (B)                                                                                                                                                                                                                                                                                                                | The
      annualized amount of the bonus the Executive earned, determined as of the
      end of the month in which the Termination Event occurs, for the bonus
      computation year in which the Termination Event occurs.                                                                                                  
| |    
| | (f) | Outplacement/Tax Planning Services.At the Executives election, for up to 12 months from the date of
      the Termination Event, the Executive may receive up to $5,000 in
      outplacement and/or tax planning services from service providers selected
      by the Company. The Company will pay the service providers directly for
      these benefits. The Executive will not have an option to receive cash in
      lieu of these outplacement or tax planning benefits.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) | Times for
      Payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    
| |     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Except as
      provided in paragraphs (2), (3) and (4) below, payment of the severance
      benefits provided under this section shall be paid on the first day of the
      seventh month following the date of the Termination Event;                                                                         
| |    
| |     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Payment of
      the severance benefits provided under this section shall be paid within 30
      days after the date of the Termination Event to the extent the amount paid
      does not exceed the amount of payments that would be excepted from the
      six-month delay rule of paragraph (1) above under:
| |    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (A)                                                                                                                                                                                                                                                                                                                | Treas. Reg.
      § 1.409A-1(b)(9)(iii) (relating to payment upon involuntary separation of
      service of up to two times the lesser of an employees annual rate of
      compensation or the Code § 401(a)(17) limit on includible compensation for
      qualified plans); and/or                                        
| |    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (B)                                                                                                                                                                                                                                                                                                                | Treas. Reg. § 1.409A-1(b)(9)(v) (relating to
      payments of certain reimbursements, medical benefits, in-kind benefits and
      other limited payments not exceeding the Code § 402(g)(1) limit on
      elective deferrals);                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The Company, in its sole discretion, shall
      determine the amount of the severance benefit payable under this paragraph
      and shall notify the Executive of the amount payable promptly after that
      amount is determined;                                                                            
| |    

---

| |  | (3) | The COBRA premiums
      under subsection (d) above will be paid as due under the terms of the
      applicable group health plan; and
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                       
| |  | (4) | Outplacement services
      under subsection (f) above will be paid as billed by the service
      provider.                          
| |  |    

|5. | GROSS-UPPAYMENT.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)                                                                                                                                                                                                         
|   |                                                                                                                                                                                                             
|   | (b)                                                                                                                                                                                                         
|  
|   |                                                                                                                                                                                                             
|   |                                                                                                                                                                                                             
|   |                                                                                                                                                                                                             
|  
|   |                                                                                                                                                                                                             
|   |                                                                                                                                                                                                             
|   |                                                                                                                                                                                                             
|  
|   |                                                                                                                                                                                                             
|  
|   | (c)                                                                                                                                                                                                         
|  
|   | (d)                                                                                                                                                                                                         
|  
|   |                                                                                                                                                                                                             
|  

---

| |     | (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. | OTHERCOMPENSATION 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  

---

| |     |                                                                                                            | (H) | 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.  | UNSECUREDGENERAL
      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. | DEATHBENEFIT.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   

---

| |  | (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)                                                                                                                                                                                                                                                                                                                                          
| |  |     |                                                                                                                                                                                                                                                                                                                                              
| |  |     | (B)                                                                                                                                                                                                                                                                                                                                          
| |  |    

|12. | GENERALPROVISIONS.
|--- | ------------------
|    |                   
|    | (a)               
|    |                   
|    |                   
|    |                   
|    |                   
|   
|    | (b)               
|   
|    |                   
|   
|    |                   
|   
|    | (c)               
|   
|    |                   
|   

---

| |     | (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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    
| |     | (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/ Anders Giltvedt           |  |                              
|Anders
      Giltvedt         |  |                              
|                              |  | Title:                       
|Date:
      December 30, 2008 |  |                              
|                              |  | Date:
      December 30, 2008
|                             
|                             
|                              |  | WEST
      COAST BANK        
|                              |  |                              
|                              |  | By:                          
|                              |  |                              
|                              |  | Title:                       
|                              |  |                              
|                              |  | Date:
      December 30, 2008

---