WEST COAST BANCORP DIRECTORS' DEFERRED COMPENSATION PLAN (2008 Restatement) Originally Effective as of January 1, 2005 Restated Effective as of November 7, 2008 for Compliance with IRC § 409A

1.1

P URPOSE . Bancorp has established this Plan, originally effective as of January 1, 2005, for the benefit of its Directors and those of its Participating Subsidiaries. This Plan is primarily intended to allow these Directors to defer receipt of their directors’ fees on a tax-deferred basis. Bancorp anticipates that offering this deferred compensation arrangement will assist it and its subsidiaries in attracting, rewarding and retaining high-quality Directors.

1.2

R ESTATEMENT OF I NTERIM P LAN D OCUMENT . The terms and conditions of the Plan were originally set forth in the Interim Plan Document for Operational Compliance with the American Jobs Creation Act, effective January 1, 2005 (the “Interim Plan Document”). As expressly stated in the Interim Plan Document, it was intended to be supplanted by a formal, permanent plan document following issuance of appropriate guidance by the Department of the Treasury and the Internal Revenue Service regarding the requirements for complying with Code § 409A (rules pertaining to the taxation of nonqualified deferred compensation plans). Bancorp intends for this Restatement to be the formal, permanent plan document which contains the terms and conditions of the Plan and which supplants the Interim Plan Document.

1.3

ERISA E XEMPTION . This is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. As such, this Plan 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 ERISA. The provisions of the Plan shall be interpreted and administered according to this intention.

1.4

E FFECTIVE D ATES .

(a)

The original effective date of this Plan is January 1, 2005, with respect to amounts deferred after December 31, 2004.

(b)

The effective date of this Restatement is November 7, 2008.

(c)

From January 1, 2005, through November 6, 2008, the terms and conditions of the Plan are set forth in the Interim Plan Document, subject to reasonable good faith interpretations of the requirements of Code § 409A and the applicable interim guidance.

1.5

N AMING C ONVENTION . This Plan document uses the following system for naming, numbering and lettering the major divisions in its text—

ARTICLE 1

1.1

S ECTION .

(a)

Subsection.

(1)

Paragraph.

(A)

Subparagraph.

(i)

Clause.

(I)

Subclause.

1.6

C ITATIONS . Citations to sections of the Code or Treasury Regulations are to those sections as amended or any successor provision.

2.1

A CCOUNT means the separate accounting record established and maintained under Article 4 for each Participant to record the Participant’s interest under this Plan and the Trust.

2.2

BENEFICIARY means the person or persons or estate or trust designated by the Participant as the beneficiary under this Plan on a form provided by or acceptable to the Plan Administrator. To be effective, a beneficiary designation must be received by the Plan Administrator before the date of the Participant’s death. In the absence of a valid beneficiary designation under this Plan, the Beneficiary shall be the same as the beneficiary designated by the Participant under the 401(k) Plan or, if applicable, the default beneficiary under the 401(k) Plan. These provisions shall apply even if the Participant does not participate in the 401(k) Plan. A Beneficiary’s right to information under this Plan does not arise until the Beneficiary becomes entitled to benefits under this Plan.

2.3

CODE means the Internal Revenue Code of 1986, as amended.

2.4

COMPENSATION means the directors’ fees paid to a Participant.

2.5

DIRECTOR means a member of the Board of Directors of Bancorp or a Participating Subsidiary.

2.6

DISABLED or DISABILITY means a Participant is:

(a)

Unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than 12 months;

(b)

By reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Bancorp or a Participating Subsidiary; or

(c)

Determined to be totally disabled by the Social Security Administration.

The Plan Administrator, in its sole discretion, shall determine whether a Participant is Disabled.

2.7

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.8

401(k) PLAN means the West Coast Bancorp 401(k) Plan, as amended.

2.9

PARTICIPANT means a Director who has elected to participate in this Plan.

2.10

PARTICIPATING SUBSIDIARY means any subsidiary of Bancorp that adopts this Plan with Bancorp’s consent. The current Participating Subsidiaries are West Coast Bank and West Coast Trust Company. Additional Participating Subsidiaries will be listed in an Addendum to this Plan.

2.11

PLAN means the West Coast Bancorp Directors’ Deferred Compensation Plan, the terms and conditions of which are contained solely in this document and any written amendments to it.

2.12

PLAN ADMINISTRATOR means the individual or committee appointed by Bancorp to handle the general administration of this Plan and carry out the functions specifically delegated to the Plan Administrator in this Plan.

2.13

P LAN Y EAR means the calendar year.

2.14

T REASURY R EGULATION ( S ) or T REAS . R EG . means the applicable regulation(s) promulgated by the United States Department of the Treasury under the Internal Revenue Code of 1986, as amended.

2.15

T RUST means the “West Coast Bancorp Deferred Compensation Trust,” established under the trust agreement as restated March 1, 1996, as amended, between Bancorp, acting as grantor, and the Trustee.

2.14

T RUSTEE means West Coast Trust Company or any successor trustee of the Trust.

2.15
              

U NFORESEEABLE E MERGENCY means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code §152, without regard to Code § 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage not otherwise covered by insurance); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that constitute a severe financial hardship depend upon the facts of each case, but, generally, the payment of college tuition or the purchase of a home are not unforeseeable emergencies.

3.1

P ARTICIPATION C RITERIA . All Directors of Bancorp and its Participating Subsidiaries are eligible to participate in this Plan.

3.2
              

N OTICE TO D IRECTORS . The Plan Administrator shall notify each Director of his or her ability to participate in this Plan. This notification will be given upon the Director’s initial election as a Director and, thereafter, before the beginning of each Plan Year.

3.3

D EFERRAL E LECTIONS . Elections by Directors or Participants to defer their Compensation must be made as follows:

(a)
              

Annual Enrollment . Before the beginning of each Plan Year, each Director or Participant must complete and return to the Plan Administrator an enrollment form specifying the amount of Compensation he or she will be deferring under this Plan during the coming Plan Year.

(b)

Mid-Year Enrollment . If a Director first becomes eligible to participate in the Plan after a Plan Year has begun, that Director has 30 days after the date he or she is notified by the Plan Administrator that he or she has become eligible to enroll in the Plan to file an enrollment form for the balance of the Plan Year. The deferral election will be effective only for Compensation earned after the date the enrollment form is filed.

(c)

Failure to Timely Enroll . A Director who does not timely enroll in the Plan for any Plan Year shall be deemed as having elected not to defer any Compensation under the Plan for that Plan Year.

3.4
              

M ODIFICATION OR R EVOCATION OF D EFERRAL E LECTIONS . A deferral election may be modified or revoked at any time up until the applicable election deadline as specified in Section 3.3. After that date, the deferral election becomes irrevocable.

3.5

C ANCELLATION OF D EFERRAL E LECTIONS . The Plan Administrator may permit a Participant to cancel a deferral election during a Plan Year under the following conditions:

(a)

The cancellation will be allowed if the Plan Administrator determines that the Participant has incurred either:

(1)

An Unforeseeable Emergency; or

(2)
              

A qualifying disability. A “qualifying disability” is a medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of the Participant’s position or any substantially similar position, where that impairment can be expected to result in death or to last for a continuous period of at least six months.

(b)

The cancellation will become effective as follows:

(1)

A cancellation under subsection (a)(1) will take effect as of the first Compensation payment date after approval by the Plan Administrator.

(2)

A cancellation under subsection (a)(2) must take effect by the later of the end of the Plan Year or the 15 ^th day of the third month after the date the Participant incurs the qualifying disability.

(c)

The deferral election must be cancelled, not merely postponed or otherwise delayed.

4.1
              

M AINTENANCE OF A CCOUNTS . The Plan Administrator shall maintain, or cause to be maintained, an Account for each Participant to reflect the Compensation deferred by the Participant under this Plan, the Participant’s allocable share of the income, losses, appreciation and depreciation of the Trust’s assets and distributions made to the Participant or the Participant’s Beneficiaries.

4.2

S UBACCOUNTS . Participants may designate up to five subaccounts for their Account. For each subaccount, Participants may designate a different time of payment under Section 5.1 and a different form of payment under Section 5.3. Participants may also allocate their deferrals for a Plan Year among their different subaccounts. This allocation must be made at the time the deferral amount is elected under Section 3.3.

4.3

A DJUSTMENTS TO A CCOUNTS . As of the close of each calendar quarter, and as of any other date designated by the Plan Administrator in its sole discretion, each Participant’s Account shall be credited with the deferred Compensation and the net investment income (or loss) applicable to the Participant’s Account since the date of the last adjustment, and shall be charged for any distributions made from the Participant’s Account and for a pro rata share of any Trust expenses since the last adjustment. Accounts shall be adjusted for Compensation deferred periodically during the year by using a time-weighted formula adopted by the Plan Administrator.