WEST COAST BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

1.1      

D UAL P URPOSES . This SERP is intended to:

(a)     

Assist in assuring the Executive’s continued service to the Company by providing supplemental retirement benefits that are competitive with the Company’s peers; and

(b)     

Discourage the Executive from engaging in any competitive business after the Executive leaves the Company.

1.2      

T OP -H AT P LAN S TATUS . This is an unfunded plan maintained primarily for the purpose of providing deferred compensation for the Executive, who is a member of a select group of management or highly compensated employees. As such, this SERP is intended to qualify as a “top-hat plan” exempt from Part 2 (minimum participation and vesting standards), Part 3 (minimum funding standards) and Part 4 (fiduciary responsibility provisions) of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”). The provisions of the SERP shall be interpreted and administered according to this intention.

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

2.1      

A CCRUAL B ALANCE means the benefit liability accrued by the Company under Article 6.

2.2      

A DJUSTED A CCRUAL B ALANCE means the Accrual Balance determined as of the end of the month that is on or before the date of the Executive’s Termination of Employment.

2.3      

B ENEFICIARY means the person or persons or estate, trust or charitable organization entitled under Article 5 to receive the death benefit payable under this SERP.

2.4      

B OARD means Bancorp’s Board of Directors.

2.5      

C HANGE I N C ONTROL A GREEMENT means the “Change In Control Agreement” effective January 1, 2004, between the Executive and the Company, as amended.

2.6      

C OMPENSATION C OMMITTEE means the Compensation and Personnel Committee of Bancorp’s Board.

2.7      

D ISABILITY means that either the carrier of any Company-provided individual or group long-term disability insurance policy covering the Executive or the Social Security Administration has determined that the Executive is disabled. Upon the request of the Compensation Committee, the Executive will submit proof of the carrier’s or the Social Security Administration’s determination.

2.8      

E ARLY I NVOLUNTARY T ERMINATION means that the Company has terminated the Executive’s employment before Normal Retirement Age for any reason other than:

(m)     

Termination for Cause;

(n)     

Disability; or

(o)     

A Termination Event.

2.9      

E ARLY V OLUNTARY T ERMINATION means that before Normal Retirement Age, the Executive has voluntarily terminated employment with the Company for reasons other than:

(a)     

Disability; or

(b)     

A Termination Event.

2.10      

E FFECTIVE D ATE means the date first stated above (immediately below the title of this SERP). The effective date of this restated SERP, as amended, is January 1, 2009.

2.11      

N ORMAL R ETIREMENT A GE means age 64.

2.12      

N ORMAL R ETIREMENT D ATE means the later of Normal Retirement Age or Termination of Employment.

2.13      

P LAN Y EAR means the calendar year, except for the first Plan Year which is a short year beginning August 1, 2003, and ending December 31, 2003.

2.14      

T ERMINATION E VENT means the termination of the Executive’s employment under circumstances that entitle the Executive to benefits under the Change In Control Agreement.

2.15      

T ERMINATION FOR C AUSE OR T ERMINATED FOR C AUSE means that the Company has terminated the Executive’s employment for “cause” as defined in the Change In Control Agreement.

2.16      

T ERMINATION OF E MPLOYMENT means that the Executive’s employment with the Company has terminated for any reason, voluntary or involuntary.

2.17      

Y EAR OF S ERVICE means a Plan Year in which the Executive is actively at work with the Company or on a Company-approved leave of absence at the end of that year.

3.1      

N ORMAL R ETIREMENT B ENEFIT . Upon Termination of Employment on or after Normal Retirement Age for reasons other than death, the Company shall pay the following benefit to the Executive:

(a)     

Amount of Benefit. Subject to adjustment under subsection (c) below and forfeiture under Article 7, the Normal Retirement Benefit is an annual benefit equal to 35% of the Executive’s base salary for the year in which the Termination of Employment occurs.

(b)     

Payment Schedule. Unless the Executive has made a timely election under Section 3.6 to receive a lump-sum payment, the Normal Retirement Benefit is payable monthly for a period of fifteen (15) years beginning on the first day of the month on or after the Executive’s Normal Retirement Date (subject to a six-month delay under Section 3.7).

(c)     

Benefit Increases.

(1)     

As of each anniversary of the Effective Date, the Compensation Committee, in its sole discretion, may increase the Normal Retirement Benefit by increasing either or both:

(G)     

The amount of the benefit multiplier; or

(H)     

The length of the payment schedule.

(2)     

If the Normal Retirement Benefit is increased, the Accrual Balance and the other benefits payable under this SERP shall be adjusted accordingly.

3.2      

E ARLY V OLUNTARY T ERMINATION B ENEFIT . Upon an Early Voluntary Termination, the Company shall pay the following benefit to the Executive:

(a)     

Amount of Benefit. Subject to adjustments under subsection (c) below and forfeiture under Article 7, the Early Voluntary Termination Benefit is the annual installment payment under a deferred 15-year term certain fixed annuity calculated as follows:

(1)     

The present value of the annuity is the vested Adjusted Accrual Balance (with vesting determined under subsection (d) below);

(2)     

The annuity starting date is the first day of the month on or after Normal Retirement Age; and

(3)     

Interest is credited at an annual rate of 6% compounded monthly during both the period from the Termination of Employment to the annuity starting date and the 15-year payout period.

(b)     

Payment Schedule. Unless the Executive has made a timely election under Section 3.6 to receive a lump-sum payment, the Company shall pay the Early Voluntary Termination Benefit under the same payment schedule under Section 3.1(b) as for the Normal Retirement Benefit.

(c)     

Benefit Increases. The Early Voluntary Termination Benefit may be increased as follows:

(1)     

The amount of the benefit will be adjusted for any increases in the Normal Retirement Benefit granted under Section 3.1(c)(1).

(2)     

In its sole discretion, the Compensation Committee may, from time to time as of any anniversary of the Effective Date, separately increase the amount of the Early Voluntary Termination Benefit without increasing the Normal Retirement Benefit.

(d)     

Vesting. The vested portion of the Executive’s Adjusted Accrual Balance will be determined as follows:

(1)     

The Executive will be 50% vested immediately upon the Effective Date. Beginning with the Plan Year commencing January 1, 2004, the Executive will receive an additional 10% vesting for each Year of Service until the Executive is 100% vested after completing five (5) Years of Service.

(2)     

In its sole discretion, the Compensation Committee may at any time and from time to time increase the Executive’s vested percentage (including granting full vesting).

3.3      

E ARLY I NVOLUNTARY T ERMINATION B ENEFIT . Upon an Early Involuntary Termination, the Company shall pay the following benefit to the Executive:

(a)     

Amount of Benefit. Subject to adjustments under subsection (c) below, immediate full vesting under subsection (d) below and forfeiture under Article 7, the Early Involuntary Termination Benefit is the annual installment payment determined in the same manner as the Early Voluntary Termination Benefit under Section 3.2(a).

(b)     

Payment Schedule. Unless the Executive has made a timely election under Section 3.6 to receive a lump-sum payment, the Company shall pay the Early Involuntary Termination Benefit under the same payment schedule under Section 3.1(b) as for the Normal Retirement Benefit.

(c)     

Benefit Increases. The Early Involuntary Termination Benefit may be separately increased under the same terms and conditions that apply to increases in the Early Voluntary Termination Benefit (see Section 3.2(c)).

(d)     

Vesting. For purposes of this section, the Executive is immediately 100% vested upon the Effective Date.

3.4      

D ISABILITY B ENEFIT . Upon Termination of Employment before Normal Retirement Age due to Disability, the Company shall pay the following benefit to the Executive:

(a)     

Amount of Benefit. Subject to adjustments under subsection (c) below, immediate full vesting under subsection (d) below and forfeiture under Article 7, the Disability Benefit is the annual installment payment determined in the same manner as for the Early Voluntary Termination Benefit (see Section 3.2(a)).

(b)     

Payment Schedule. Unless the Executive has made a timely election under Section 3.6 to receive a lump-sum payment, the Company shall pay the Disability Benefit under the same payment schedule under Section 3.1(b) as for the Normal Retirement Benefit.

(c)     

Benefit Increases. The Disability Benefit may be increased under the same terms and conditions that apply to increases in the Early Voluntary Termination Benefit (see Section 3.2(c)).

(d)     

Vesting. For purposes of this section, the Executive is immediately 100% vested upon the Effective Date.

3.5      

C HANGE I N C ONTROL B ENEFIT . If the Executive becomes entitled to benefits under the Change in Control Agreement, the Company will pay the following benefit to the Executive:

(a)     

Amount of Benefit. Subject to adjustments under subsection (c) below and forfeiture under Article 7, the Change In Control Benefit is an annual benefit equal to 35% of the Executive’s base salary for the year in which the Termination of Employment occurs.

(b)     

Payment Schedule. Unless the Executive has made a timely election under Section 3.6 to receive a lump-sum payment, the Company shall pay the Change In Control Benefit under the same payment schedule under Section 3.1(b) as for the Normal Retirement Benefit.

(c)     

Benefit Increases. The Change in Control Benefit may be increased in the same manner as the Normal Retirement Benefit (see Section 3.1(c)).

(d)     

Vesting. For purposes of this section, the Executive is immediately 100% vested upon the Effective Date.

3.6      

L UMP -S UM P AYMENT A LTERNATIVE . The Executive may, under the following terms and conditions, elect to receive a lump-sum payment instead of payments under the installment payment schedule specified in Section 3.1(b):

(a)     

The election must have been made in writing no later than December 31, 2008.

(b)     

The payment amount shall equal the following:

(1)     

Normal Retirement Benefit. The Executive’s Adjusted Accrual Balance.

(2)     

Early Voluntary or Involuntary Termination Benefit; Disability Benefit. The Executive’s vested Adjusted Accrual Balance together with interest credited at the annual rate of 6% compounded monthly through the Executive’s Normal Retirement Age.

(3)     

Change In Control Benefit. The present value of the Change In Control Benefit as determined using an annual discount rate of 6% compounded monthly.

(c)     

The lump-sum payment will be paid as follows:

(1)     

Normal Retirement Benefit. Upon the Executive’s Termination of Employment on or after Normal Retirement Age.

(2)     

Early Voluntary or Involuntary Termination Benefit; Disability Benefit. At the Executive’s Normal Retirement Age.

(3)     

Change In Control Benefit. Within 60 days of the Executive’s Termination of Employment, subject to the six-month delay rule in Section 3.7.

3.7      

S IX -M ONTH D ELAY FOR D ISTRIBUTIONS . The following provisions apply to distributions made under this Article 3, except to the extent the distribution is exempt from the requirements of Code § 409A:

(a)     

The distribution shall not be made before the date which is six months after the date of the Executive’s Termination of Employment or, if earlier, the date of the Executive’s death.

(b)     

If the Executive would have otherwise received installment payments during the six-month delay period, the payments that would otherwise have been made during the six-month delay period will be paid in a lump sum on the first day of the seventh month following the Executive’s Termination of Employment.

4.1      

P RE -R ETIREMENT D EATH B ENEFIT . If the Executive dies before a Termination of Employment and before attaining Normal Retirement Age, the Company will pay the following benefit to the Executive’s Beneficiary:

(a)     

Amount of Benefit. The Pre-Retirement Death Benefit is the Executive’s projected benefit at Normal Retirement Age based upon the Executive’s base salary as of the date of death with annual increases of 3% to Normal Retirement Age.

(b)     

Payment of Benefit. Unless the Executive timely elected a lump-sum payment under Section 3.6, the Pre-Retirement Death Benefit is payable monthly for a period of fifteen (15) years beginning on the first day of the month following the Executive’s death. If the Executive timely elected a lump-sum payment under Section 3.6, the Pre-Retirement Death Benefit will be paid as a lump-sum payment equal to the Executive’s projected Normal Retirement Age Accrual Balance as determined as of the date of death. The lump-sum will be paid within 90 days of the date the Compensation Committee receives satisfactory documentation of the Executive’s death.

4.2      

D EATH A FTER P AYMENTS C OMMENCE . If the Executive dies after installment benefit payments had commenced under Article 3, the Company shall pay the remaining benefits to the Executive’s Beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

4.3      

D EATH B EFORE P AYMENTS C OMMENCE .

(a)     

Form of Payment. If the Executive is entitled to a benefit under Article 3, but dies before benefit payments begin, the death benefit will be paid to the Executive’s Beneficiary in monthly installments over fifteen (15) years if the installment payments would have been made to the Executive or in a lump sum if the Executive had made a timely election under Section 3.6 to receive a lump-sum payment.

(b)     

Time of Payment. The commencement date for payments to the Beneficiary will be either:

(1)     

The first day of the month following the Executive’s death if payments are to be made in installments; or

(2)     

Within 90 days of the date the Compensation Committee receives satisfactory documentation of the Executive’s death if a lump-sum payment is to be made.

(c)     

Amount of Payment. The death benefit under this section will be the present value of the benefit the Executive was entitled to receive. Present value will be determined as of the date payments to the Beneficiary are to commence using an annual discount rate of 6% compounded monthly.

5.1      

D ESIGNATION OF B ENEFICIARY . The Executive may designate the Beneficiary or Beneficiaries (who may be designated concurrently or contingently) to receive the death benefit under the SERP under the following terms and conditions:

(a)     

The beneficiary designation must be in a form satisfactory to the Compensation Committee and must be signed by the Executive.

(b)     

A beneficiary designation shall be effective upon receipt by the Compensation Committee or its designee, provided it is received before the Executive’s death.

(c)     

The Executive may revoke a previous beneficiary designation without the consent of the previously designated Beneficiary. This revocation is made by filing a new beneficiary designation form with the Compensation Committee or its designee, and shall be effective upon receipt.

5.2      

D IVORCE . A divorce will automatically revoke the portion of a beneficiary designation designating the former spouse as a Beneficiary. The former spouse will be a Beneficiary under this SERP only if a new such beneficiary designation form naming the former spouse as a beneficiary is filed after the date the dissolution decree is entered.

5.3      

D ISCLAIMERS . If a Beneficiary disclaims a death benefit, the benefit will be paid as if the Beneficiary had predeceased the Executive.

5.4      

D EATH OF B ENEFICIARY . If a Beneficiary who is in pay status dies before full distribution is made to the Beneficiary, the unpaid balance of the distribution will be paid to the Beneficiary’s estate.

5.5      

D EFAULT B ENEFICIARY . If, at the time of the Executive’s death, the Executive has failed to designate a Beneficiary, the Executive’s beneficiary designation has become completely invalid under the provisions of this Article or there is no surviving Beneficiary, payment of the death benefit will be made in the following order of priority:

(a)     

To the Executive’s spouse, if living;

(b)     

To the Executive’s surviving children, in equal shares; or

(c)     

To the Executive’s estate.

6.1      

C OMPENSATION L IABILITY . The Accrual Balance shall be equal to the financial statement compensation liability accrued by the Company (under Section 6.2) as of any applicable determination date (as defined in Section 6.3) for its payment obligation under this SERP.

6.2      

A CCRUAL C ALCULATION .

(a)     

The value of the Accrual Balance shall equal the sum of the:

(1)     

Principal accrual (service cost); plus

(2)     

Interest accrual at 6%.

(b)     

The value shall be determined by:

(1)     

Assuming a 3% annual increase in the Executive’s base salary; and

(2)     

Using Generally Accepted Accounting Principles applying APB 12 as amended by FAS 106.

6.3      

D ETERMINATION D ATES . The Accrual Balance shall be determined as of the last day of the month.

6.4      

R EPORTING . The Compensation Committee will report the Accrual Balance to the Executive at least annually and within a reasonable period of time not to exceed 30 days after the date of the Termination of Employment if the Executive is to be paid the Early Voluntary Termination, Early Involuntary Termination or Disability Benefit.

7.1      

G ROUNDS F OR F ORFEITURE .

(a)     

The Executive will forfeit any benefits payable under this SERP upon a Termination for Cause.

(b)     

The Company shall not pay the Pre-Retirement Death Benefit under Section 4.1 under the SERP if the Executive:

(1)     

Commits suicide within two years after the Effective Date; or

(2)     

Dies within two years after the Effective Date and has made any material misstatement of fact on any application for life insurance that may be used by the Company to finance its obligations under the SERP.

(c)     

The Executive will forfeit any benefits payable under this SERP if the Executive violates the noncompetition restrictions of Section 7.2.

7.2      

N ONCOMPE