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                                                                     Exhibit 3.1

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                               WEST COAST BANCORP
                 (Including Amendments Approved April 22, 2003)

                                    ARTICLE I

                                      NAME

         The name of the corporation is WEST COAST BANCORP.

                                   ARTICLE II

                                 CAPITALIZATION

         The corporation is authorized to issue 60,000,000 shares of stock
divided into two classes as follows:

         A.       Common Stock. 50,000,000 shares of common stock which shall
have unlimited voting rights, subject only to such voting rights as may be
specified in respect of preferred stock, and shall have the right to receive the
net assets of the corporation upon dissolution, subject only to prior payment of
such amount of the net assets of the corporation as may be specified in respect
of shares of preferred stock.

         B.       Preferred Stock. 10,000,000 shares of preferred stock issuable
from time to time in one or more series as permitted by law and the provisions
of the articles of incorporation as may be determined from time to time by the
board of directors (or a committee of the board of directors or an officer duly
authorized to take such action) and stated in a resolution or resolutions
authorizing the issuance of shares of such series prior to the issuance of any
such shares; provided that such issuance shall be subject to the affirmative
vote of the holders of a majority of the shares present and entitled to vote at
a meeting at which such action is submitted for approval if the board of
directors has received notice of or is otherwise aware of any transaction or
other event pursuant to which (i) any "person" (as such term is used in Sections
13(d) and 14(d) or any successor provisions of the Securities Exchange Act of
1934 and the Securities and Exchange Commission's rules and regulations pursuant
thereto (collectively, the "Exchange Act")), other than the corporation, a
subsidiary of the corporation, an employee benefit or similar plan sponsored by
the corporation, or a person permitted to file reports of beneficial ownership
of the corporation's common stock on Schedule 13G under the Exchange Act, is or
proposes to become the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the corporation
representing 10 percent or more of the combined voting power of the
corporation's then outstanding securities or (ii) the corporation or any of its
subsidiaries representing 50 percent or more of its assets would be a party to a
merger or consolidation in which less than 50 percent of the outstanding voting
securities of the surviving or resulting corporation or such surviving or
resulting corporation's

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parent would be owned in the aggregate by persons who were shareholders of the
corporation immediately prior to such merger or consolidation:

                  1.       Issuance in Series. The board of directors (or a
         committee of the board of directors or an officer duly authorized to
         take such action) shall have the authority to fix and determine,
         subject to the provisions hereof, the rights and preferences of the
         shares of any series so established, including, without limitation, the
         rate of dividend, whether the dividend shall be cumulative, whether
         shares may be redeemed and, if so, the redemption price and the terms
         and conditions of the redemption, the amount payable upon shares in the
         event of voluntary or involuntary liquidation, sinking fund provisions,
         if any, for the redemption or purchase of shares, the terms and
         conditions, if any, on which shares may be converted, and voting
         rights, if any.

                  2.       Dividends. The holders of shares of preferred stock
         of a series shall be entitled to receive dividends, out of funds
         legally available therefor, at the rate and at the time or times as may
         be provided in respect of a particular series of preferred stock. If
         such dividends shall be cumulative, and if dividends shall not have
         been paid, then the deficiency shall be fully paid or the dividends
         declared and set apart for payment before any dividends on the common
         stock shall be paid or declared and set apart for payment. Unless
         otherwise provided in respect of a particular series of preferred
         stock, the holders of the preferred stock shall not be entitled to
         receive any dividends thereon other than the dividends referred to in
         this section.

                  3.       Redemption. The preferred stock of a series may be
         redeemed in such amount or amounts, and at such time or times, if any,
         as may be provided in respect of a particular series of preferred
         stock. In any event, preferred stock may be repurchased by the
         corporation to the extent legally permissible.

                  4.       Liquidation. In the event of any liquidation,
         dissolution, or winding up of the affairs of the corporation, whether
         voluntary or involuntary, then, before any distribution shall be made
         to the holders of the common stock, the holders of the preferred stock
         of a series shall be entitled to be paid the preferential amount or
         amounts as may be provided in respect of a particular series of
         preferred stock per share and dividends accrued thereon to the date of
         such payment. The holders of the preferred stock shall not be entitled
         to receive any distributive amounts upon the liquidation, dissolution,
         or winding up of the affairs of the corporation other than the
         distributive amounts referred to in this section, unless otherwise
         provided in respect of a particular series of preferred stock.

                  5.       Conversion. Shares of a particular series of
         preferred stock may be convertible or converted into common stock or
         other securities of the corporation on such terms and conditions as may
         be provided in respect of that series.

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                  6.       Voting Rights. Holders of preferred stock of a series
         shall have such voting rights not in excess of one vote per share as
         may be provided in respect of a particular series of preferred stock.

         C.       Preemptive Rights. Shareholders shall have no preemptive right
to acquire shares or other securities of the corporation which would otherwise
be available to the shareholders pursuant to ORS 60.174.

         D.       Cumulative Rights. Shareholders do not have cumulative voting
rights with respect to the election of directors of the corporation.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         A.       Number of Directors. The board of directors shall consist of
not fewer than eight (8) or more than twenty (20) directors. The exact number
within such minimum and maximum limits shall be fixed and determined by
resolutions approved by at least a 75 percent vote of the total number of
directors then in office. The board of directors may fill vacancies on the board
of directors, whether caused by resignation, death or otherwise; provided, that
at no time shall the total number exceed twenty (20).

         B.       Terms of Directors. Beginning with the directors elected at
the corporation's 2003 annual meeting of shareholders, each director shall serve
for a term ending on the date of the next annual meeting of shareholders and
until his or her successor is elected and qualified or until his or her earlier
resignation, removal from office, or death.

         C.       Removal from Office. No director may be removed from office
without cause except by a vote of 66 2/3 percent of the shares then entitled to
vote at an election of directors. Except as otherwise provided by law, cause for
removal shall exist only if the board of directors has reasonable grounds to
believe that the corporation has suffered or will suffer substantial injury as a
result of the gross negligence, willful misconduct, or dishonesty of the
director whose removal is proposed.

                                   ARTICLE IV

                               DIRECTOR LIABILITY

         Directors of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for conduct as directors except to the
extent that the Oregon Business Corporation Act, as it now exists or may
hereafter be amended, prohibits elimination or limitation of director liability.
No repeal or amendment of this Article V or of the Oregon Business Corporation
Act shall adversely affect any right or protection of a director for actions or
omissions prior to the repeal or amendment.

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                                    ARTICLE V

                                 INDEMNIFICATION

         The corporation shall indemnify each of its directors to the fullest
extent permissible under the Oregon Business Corporation Act, as the same exists
or may hereafter be amended, against all expense, liability, and loss
(including, without limitation, attorneys' fees) incurred or suffered by such
person by reason of or arising from the fact that such person is or was a
director of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, and such indemnification shall
continue as to a person who has ceased to be a director, officer, partner,
trustee, employee, or agent and shall inure to the benefit of his or her heirs,
executors, and administrators. The corporation may, in its bylaws or as
otherwise authorized by its board of directors, provide indemnification to
officers, employees, and agents of the corporation to the extent permitted by
law. The indemnification provided in this Article VI shall not be exclusive of
any other rights to which any person may be entitled under any statute, bylaw,
agreement, resolution of shareholders or directors, contract, or otherwise.

                                   ARTICLE VI

                  SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS

         A.       Except as set forth in Section B of this Article VI:

                  1.       any transaction or series of related transactions to
         which the corporation or any of its subsidiaries is a party, the
         consummation of which would result in a Change of Control of the
         corporation (as hereinafter defined); or

                  2.       any sale, lease, exchange, or other disposition of
         all or substantially all of the property, with or without goodwill, of
         the corporation and its subsidiaries to any other corporation, person,
         trust, partnership, limited liability company, or other entity;

shall require the affirmative vote of the holders of shares representing at
least 66 1/3 percent of all classes of capital stock of the corporation then
entitled to vote at an election of directors, considered for the purposes of
this Article VI as one class.

         For purposes of this Article VI, a "Change in Control" of the
corporation would occur if:

                           (a)      any "person" (as such term is used in
                  Sections 13(d) and 14(d) or any successor provisions of the
                  Securities Exchange Act of 1934 and the Securities and
                  Exchange Commission's rules and regulations pursuant thereto,
                  as in effect from time to time (collectively, the Exchange
                  Act")), other than the corporation, becomes the "beneficial
                  owner" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of securities of the corporation
                  representing 30 percent or more of the combined voting power
                  of the corporation's then outstanding securities; or

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                           (b)      the corporation is merged or consolidated
                  with another corporation and as a result of such merger or
                  consolidation less than 50 percent of the outstanding voting
                  securities of the surviving or resulting corporation would be
                  owned in the aggregate by persons or entities who were
                  shareholders of the corporation immediately prior to such
                  merger or consolidation, other than shareholders who are
                  "affiliates" (as defined in Rule 12b-2 under the Exchange Act)
                  of any party to such merger or consolidation; or

                           (c)      the transaction is of the type that would be
                  required to be reported in response to Item 6(e) of Schedule
                  14A of Regulation 14A under the Exchange Act.

         Also for purposes of this Article VI, the term "substantially all of
the property, with or without goodwill, of the corporation and its subsidiaries"
shall mean those properties and assets involved in any single transaction or
series of related transactions having an aggregate fair market value of more
than a majority of the total consolidated assets of the corporation and its
subsidiaries.

         B.       The provisions of this Article VI shall not apply to any
transaction or series of transactions described in Section A of this Article VI
if, prior to the consummation of such transaction or transactions, the board of
directors of the corporation shall have approved the transaction or transactions
by the affirmative vote of more than 75 percent of the directors. The board of
directors of this corporation shall have the power and duty to determine for the
purposes of this Article VI, on the basis of information known to the
corporation, whether any transaction or series of transactions is subject to the
voting requirements of this Article VI. Any such determination made in good
faith shall be conclusive and binding for all purposes of this Article VI.

         C.       No amendment to the articles of incorporation of this
corporation shall amend, alter, change, or repeal any of the provisions of this
Article VI unless the amendment effecting such amendment, alteration, change, or
repeal (i) shall be approved by more than 75 percent of the directors, or (ii)
shall receive the affirmative vote of 66 2/3 percent of all classes of stock of
the corporation entitled to vote at an election of directors, considered for the
purposes of this Article VI as one class.

         D.       Nothing contained in this Article VI shall be construed to
relieve any beneficial owner of shares of the corporation from any fiduciary
obligation imposed by law.

                                   ARTICLE VII

                      CONSIDERATION OF NON-MONETARY FACTORS

         The board of directors of the corporation, when evaluating any offer of
another party to (a) make a tender or exchange for any equity security of the
corporation, (b) merge or consolidate the corporation with another corporation
or association, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the corporation, may, in connection with the
exercise of its judgment in determining what is in the best interests of the
corporation

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and its stockholders, give due consideration to all relevant factors, including
without limitation the social and economic effects on the employees, customers,
suppliers, and other constituents of the corporation and its subsidiaries and on
the communities in which the corporation and its subsidiaries operate or are
located.

         As amended by the Shareholders on April 24, 1998, and April 22, 2003.

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