WEST COAST BANCORP /NEW/OR/
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>7
<FILENAME>v96690exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                           CHANGE IN CONTROL AGREEMENT

                         EFFECTIVE DATE: JANUARY 1, 2004

This CHANGE IN CONTROL AGREEMENT ("Agreement") is made by WEST COAST BANCORP
("Bancorp") and WEST COAST BANK ("Bank") (collectively "Company") and XANDRA
McKEOWN ("Executive").

                                    RECITALS

A.    The Executive is employed by the Company as its Executive Vice President,
      Commercial Banking Group Manager.

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.

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.

D.    Therefore, in order to--

      (1)   Encourage the Executive to assist the Company during a Change in
            Control and be available during the transition afterwards;

      (2)   Give assurance regarding the Executive's continued employment status
            and responsibilities in the event of a Change in Control; and

      (3)   Provide the Executive with Change in Control benefits competitive
            with the Company's peers

      --the parties agree on the following:

                              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.

      (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.

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      (c)   "CAUSE" means either:

            (1)   Any of the circumstances that qualify as grounds for
                  termination for cause under the Executive's employment
                  agreement as in effect at the time; or

            (2)   If no employment agreement is in effect at that time or if the
                  employment agreement in effect at that time does not specify
                  grounds for termination for cause, any of the following
                  circumstances shall qualify as "Cause" under this Agreement:

                  (A)   Embezzlement, dishonesty or other fraudulent acts
                        involving the Company or the Company's business
                        operations;

                  (B)   Material breach of any confidentiality agreement or
                        policy;

                  (C)   Conviction (whether entered upon a verdict or a plea,
                        including a plea of no contest) on any felony charge or
                        on a misdemeanor reflecting upon the Executive's
                        honesty;

                  (D)   An act or omission that materially injures the Company's
                        reputation, business affairs or financial condition, if
                        that injury could have been reasonably avoided by the
                        Executive; or

                  (E)   Willful misfeasance or gross negligence in the
                        performance of the Executive's duties provided, however,
                        that the Executive is first given:

                        (i)   Written notice by the Company specifying in detail
                              the performance issues; and

                        (ii)  A reasonable opportunity to cure the issues
                              specified in the notice.

      (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.

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                  (B)   This paragraph (1) does not apply to any acquisition:

                        (i)   Directly from the Company;

                        (ii)  By the Company; or

                        (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:

                  (A)   Directors on the Effective Date; or

                  (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 it 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:

                        (i)   The resulting entity's then outstanding shares of
                              common stock or other comparable equity security;
                              or

                        (ii)  The combined voting power of the resulting
                              entity's then outstanding voting securities
                              entitled to vote generally in the election of
                              directors,

                        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:

                        (i)   The transaction was approved by the Board; or

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                        (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 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.

      (k)   "ERISA" means the Employee Retirement 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 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,
                  title or duties.

      (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)   The Executive terminates employment for Good Reason within 24
                  months after a Change in Control;

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            (2)   The Company terminates the Executive's employment other than
                  for Cause, Disability or death within 24 months after a Change
                  in Control;

            (3)   The Company terminates the Executive's employment before a
                  Change in Control if:

                  (A)   The termination is not for Cause, Disability or death;
                        and

                  (B)   The termination occurs either on or after:

                        (i)   The announcement by Bancorp, or any other Person,
                              that a Change in Control is contemplated or
                              intended; or

                        (ii)  The date a contemplated or intended Change in
                              Control should have been announced under
                              applicable securities or other laws; or

            (4)   The date the Executive's continued employment begins under
                  Section 3(b).

      (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.    INITIAL TERM; 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.

      (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.

3.    EXECUTIVE'S OBLIGATIONS.

      (a)   The Executive agrees that, upon notification that the Company has
            received a Change in Control Proposal, the Executive shall:

            (1)   At the Company's request, assist the Company in evaluating
                  that proposal; and

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            (2)   Not resign the Executive's position with the Company until the
                  transaction contemplated by that proposal is either
                  consummated or abandoned.

      (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
            terminating employment:

            (1)   The Executive shall nevertheless agree to that continued
                  employment, provided that:

                  (A)   The term of this continued employment shall not exceed
                        90 days or such shorter or longer term as agreed by the
                        Company and the Executive;

                  (B)   The continued employment will be at an executive level
                        position that is reasonably comparable to the
                        Executive's then current position;

                  (C)   The continued employment shall be at either:

                        (i)   The Executive's then current place of employment;
                              or

                        (ii)  Such other location as agreed by the Company and
                              the Executive; and

                  (D)   As compensation for this continued employment, the
                        Executive shall receive:

                        (i)   The same base pay and bonus arrangement as in
                              effect on the day before the continued employment
                              agreement became effective (or their hourly
                              equivalent); and

                        (ii)  Either:

                              (I)   Continuation of the Executive's employee
                                    benefits, fringe benefits and perquisites at
                                    their then current level; or

                              (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.

            (2)   The date this continued employment begins shall be treated as
                  a Termination Event, so that benefits will be payable under
                  this Agreement, in accordance with its terms and conditions,
                  even though the Executive's employment with the Company has
                  not terminated.

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4.    SEVERANCE BENEFITS. 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;

            (4)   The 401(k) equivalency payment under subsection (e) below; and

            (5)   The outplacement/tax planning benefits under subsection (f)
                  below.

      (b)   CASH COMPENSATION PAYMENT.

            (1)   This payment will equal two 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)   Bonus payments;

                        (ii)  Bonus amounts deferred including any made under
                              any employee benefit plan maintained by the
                              Company, including Bancorp's Executives' Deferred
                              Compensation Plan;

                        (iii) Reimbursements or other expense allowances, fringe
                              benefits (cash and noncash), moving expenses,
                              severance or disability pay and welfare benefits;

                        (iv)  Employer contributions to a deferred compensation
                              plan to the extent the contributions are not
                              included in the Executive's gross income for the
                              calendar year in which

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                              contributed, and any distributions from a deferred
                              compensation plan, regardless of whether those
                              amounts are includible in the Executive's gross
                              income when distributed;

                        (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
                              Section 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 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.

      (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

                  (B)   Any restrictions on the restricted stock held by the
                        Executive shall immediately lapse.

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            (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 two 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;

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            (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)   The deferral percentage the Executive had in
                              effect under the 401(k) Plan on the date of the
                              Termination Event; or

                        (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:

                        (i)   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 401(k) Plan's profit-sharing contribution rate for
                        the plan year in which the Termination Event occurs; or

                  (B)   If that rate has not been determined by the date of the
                        Termination Event, the average of the profit-sharing
                        contribution rate for the three plan years before the
                        plan 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.

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      (g)   TIMES FOR PAYMENT.

            (1)   The cash compensation payment under subsection (b) and the
                  401(k) equivalency payment under subsection (e) will be paid
                  within 30 days after the date of the Termination Event;

            (2)   The COBRA premiums under subsection (d) will be paid as due
                  under the terms of the applicable group health plan; and

            (3)   Outplacement services will be paid as billed by the service
                  provider.

5.    GROSS-UP PAYMENT. If any or all of the severance benefits under Section 4
      constitute a "parachute payment" under Code Section 280G, the Company
      shall pay the Executive a "Gross-Up Payment" as follows:

      (a)   AMOUNT OF PAYMENT. The Gross-Up Payment shall be equal to the amount
            necessary so that the net amount of the severance benefits retained
            by the Executive, after subtracting the excise tax imposed under
            Code Section 4999 ("excise tax"), and after also subtracting all
            federal, state or local income tax, FICA and the excise tax on the
            Gross-Up Payment itself, shall be equal to the net amount the
            Executive would have retained if no excise tax had been imposed and
            no Gross-Up Payment had been paid.

      (b)   CALCULATION OF PAYMENT AMOUNT. The amount of the Gross-Up Payment
            shall be determined as follows:

            (1)   The determination will be made by independent accountants
                  and/or tax counsel (the "consultant") selected by the Company
                  with the Executive's consent (which consent will not be
                  unreasonably withheld). The Company shall pay all of the
                  consultant's fees and expenses.

            (2)   As part of this determination, the consultant will provide the
                  Company and the Executive with a detailed analysis and
                  supporting calculations of:

                  (A)   The extent to which any payments or benefits paid or
                        payable to the Executive are subject to Code Section
                        280G (including the reasonableness of any compensation
                        provided for services rendered before or after the
                        Change in Control); and

                  (B)   The calculation of the excise tax under Code Section
                        4999.

            (3)   The consultant may make such assumptions and approximations
                  concerning applicable tax rates and rely on such
                  interpretations regarding the application of Code Sections
                  280G and 4999 as it deems reasonable. The Company and the
                  Executive will provide the consultant with any information or
                  documentation the consultant may reasonably request.

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      (c)   TIME FOR PAYMENT. The Gross-Up Payment shall be made within 30 days
            after the date of the Termination Event, provided that if the
            Gross-Up Payment cannot be determined within that time, the
            following will apply:

            (1)   The Company shall pay the Executive within that time an
                  estimate, determined in good faith by the Company, of the
                  minimum amount of the Gross-Up Payment;

            (2)   The Company shall pay the remainder (plus interest as
                  determined under Code Section 7872(f)(2)(B)) as soon as the
                  amount can be determined, but in no event later than the 45
                  days after the date of the Termination Event; and

            (3)   If the estimated payment is more than the amount later
                  determined to have been due, the excess (plus interest as
                  determined under Code Section 7872(f)(2)(B)) shall be repaid
                  by the Executive within 30 days after written demand by the
                  Company.

      (d)   ADJUSTMENTS. Subject to the Company's right under subsection (e)
            below to contest an excise tax assessment by the Internal Revenue
            Service, the amount of the Gross-Up Payment will be adjusted as
            follows:

            (1)   OVERPAYMENT. If the actual excise tax imposed is less than the
                  amount that was taken into account in determining the amount
                  of the Gross-Up Payment, the Executive shall repay at the time
                  that the amount of the reduced excise tax is finally
                  determined the portion of the Gross-Up Payment attributable to
                  that reduction (plus the portion of the Gross-Up Payment
                  attributable to the excise tax, FICA and federal, state and
                  local income tax imposed on the portion of the Gross-Up
                  Payment being repaid by the Executive, to the extent the
                  repayment results in a reduction in or refund of excise tax,
                  FICA or federal, state or local income tax), plus interest as
                  determined under Code Section 7872(f)(2)(B) on the amount of
                  the repayment.

            (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 Section 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.

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            (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 Sections 280G and 4999 are repealed
            without successor provisions being enacted, this Section shall be of
            no further force or effect.

6.    OTHER COMPENSATION 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)   The Company will require any successor (by purchase, merger,
            consolidation or otherwise, whether direct or indirect) to all or
            substantially all of its business or assets to expressly assume this
            Agreement. This assumption shall be obtained before the effective
            date of the succession. Failure of the Company to obtain this
            assumption shall be a breach of this Agreement and shall entitle the
            Executive to compensation from the Company in the same amount and on
            the same terms that the Executive would be entitled to under this
            Agreement following a Change in Control, except that for this
            purpose:

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            (1)   The date the definitive agreement providing for the succession
                  is signed shall be deemed to be the date of the Termination
                  Event (the "deemed Termination Event"), regardless of whether
                  the Executive's employment terminates on that date;

            (2)   The Executive will have no continued employment obligation
                  under Section 3(b) as of the deemed Termination Event;

            (3)   The equity acceleration under Section 4(c) will be effective
                  on the date of the deemed Termination Event;

            (4)   Within five (5) business days of the deemed Termination Event,
                  the Company with pay the Executive a lump sum cash payment
                  equal to the sum of:

                  (A)   The cash compensation payment under Section 4(b);

                  (B)   Twenty-four times the monthly COBRA premium amount for
                        the group health plan coverage the Executive had in
                        effect on the date of the deemed Termination Event;

                  (C)   The 401(k) equivalency payment under Section 4(e);

                  (D)   The maximum amount that would have been paid under
                        Section 4(f) to the outplacement service provider; and

            (5)   Section 6 will no longer apply as of the date of the deemed
                  Termination Event.

      (b)   The Executive may not assign or transfer this Agreement or any
            rights or obligations under it.

9.    UNSECURED GENERAL 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 Bank will be jointly and
      severally liable for the payment obligations under this Agreement.

11.   DEATH BENEFIT.

      (a)   Any severance benefits under Section 4 remaining unpaid at the
            Executive's death shall be paid under the terms and conditions of
            this Agreement, to the Beneficiary or Beneficiaries determined under
            subsection (b) below.

Page 14 CHANGE IN CONTROL AGREEMENT (McKeown)

<PAGE>

      (b)   The Executive may designate the Beneficiary or Beneficiaries (who
            may be designated concurrently or contingently) to receive the death
            benefit under the Plan under the following terms and conditions:

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

            (2)   A beneficiary designation shall be effective upon receipt by
                  the Committee or its designee and shall cancel all beneficiary
                  designations previously filed by the Executive, provided it is
                  received before the Executive's death.

            (3)   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 Committee or its designee, and shall
                  be effective upon receipt.

            (4)   A divorce will automatically revoke the portion of a
                  beneficiary designation designating the former spouse as a
                  Beneficiary.

            (5)   If a Beneficiary disclaims a death benefit, the benefit will
                  be paid as if the Beneficiary had predeceased the Executive.

            (6)   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.

            (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)   To the Executive's spouse, if living; or

                  (B)   To the Executive's estate.

12.   GENERAL PROVISIONS.

      (a)   CHOICE OF LAW/VENUE.

            (1)   This Agreement shall be construed and its validity determined
                  according to the laws of the State of Oregon, other than its
                  law regarding conflicts of law or choice of law, to the extent
                  not preempted by federal law.

            (2)   Any dispute arising out of this Agreement must be brought in
                  either Clackamas County or Multnomah County, Oregon, and the
                  parties will submit to personal jurisdiction in either of
                  those counties.

Page 15 CHANGE IN CONTROL AGREEMENT (McKeown)

<PAGE>

      (b)   ARBITRATION. Any dispute or claim arising out of or brought in
            connection with this Agreement, shall be submitted to final and
            binding arbitration as follows:

            (1)   Before proceeding to arbitration, the parties shall first
                  attempt, in good faith, to resolve the dispute or claim by
                  informal meetings and discussions between them and/or their
                  attorneys. Acting on behalf of the Company at any of these
                  meetings and discussions will be, at the discretion of its
                  Chief Executive Officer, the Chief Executive Officer, the
                  Executive Vice-President, Human Resources or both of them. The
                  Chief Executive Officer and the Executive Vice-President,
                  Human Resources will make their recommendation to the
                  Committee for its decision on the matter. This informal
                  dispute resolution process will be concluded within 30 days or
                  such longer or shorter period as may be mutually agreed by the
                  parties.

            (2)   After exhausting the informal dispute resolution process under
                  paragraph (1) above, upon the request of any party, the matter
                  will be submitted to and settled by arbitration under the
                  rules then in effect of the American Arbitration Association
                  (or under any other form of arbitration mutually acceptable to
                  the parties involved). Any award rendered in arbitration will
                  be final and will bind the parties, and a judgment on it may
                  be entered in the highest court of the forum having
                  jurisdiction. The arbitrator will render a written decision,
                  naming the substantially prevailing party in the action and
                  will award such party all costs and expenses incurred,
                  including reasonable attorneys' fees.

      (c)   ATTORNEYS' FEES.

            (1)   If any breach of or default under this Agreement results in
                  either party incurring attorneys' or other fees, costs or
                  expenses (including those incurred in an arbitration), the
                  substantially prevailing party is entitled to recover from the
                  non-prevailing party its reasonable legal fees, costs and
                  expenses, including attorneys' fees and the costs of the
                  arbitration, except as provided in paragraph (2) below.

            (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)   There was no reasonable basis for the Executive's claim
                        (or the Executive's response to the Company's claim); or

                  (B)   The Executive had engaged in unreasonable delay, failed
                        to comply with a discovery order or otherwise acted in
                        bad faith in the arbitration.

            (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.

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<PAGE>

            (4)   If an award under this subsection is made to the Executive and
                  accountants or tax counsel selected by Company with the
                  Executive's consent (which shall not be unreasonably withheld)
                  determine that the award is includible in Executive's gross
                  income, Company shall also pay 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 supercedes
            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.

      (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.

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      (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

______________________________                  By:_____________________________
Xandra McKeown
                                                Title __________________________
Date: ________________________
                                                Date:___________________________

                                                WEST COAST BANK

                                                By: ____________________________

                                                Title:__________________________

                                                Date:___________________________

Page 18 CHANGE IN CONTROL AGREEMENT (McKeown)

</TEXT>
</DOCUMENT>
