The Investments

On October 23, 2009, West Coast Bancorp (the "Company") entered into investment agreements (the "Investment Agreements") with over 20 separate investors (collectively, the "Investors"), pursuant to which the Investors invested an aggregate of $155 million in cash in the Company through direct purchases of newly issued convertible preferred stock and warrants (the "Investments"). No Investor will own more than 9.9% of the Company's voting securities (or securities that convert into voting securities in the hands of such Investor), as calculated under the applicable regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board").

As part of the Investments, the Company issued:

† an aggregate of 1,428,849 shares of Series A Mandatorily Convertible Cumulative Participating Preferred Stock, no par value, of the Company (the "Series A Preferred Stock"), which will automatically convert into an aggregate of 71,442,450 shares of common stock, no par value, of the Company (the "Common Stock") at a per common share conversion price of $2.00 upon receipt of the Shareholder Approvals (as defined below), in each case subject to adjustment in accordance with the terms of the Series A Preferred Stock,

† an aggregate of 121,328 shares of Series B Mandatorily Convertible Cumulative Participating Preferred Stock, no par value, of the Company (the "Series B Preferred Stock", together with the Series A Preferred Stock, the "Preferred Stock"), which will automatically convert into an aggregate of 6,066,400 shares of Common Stock at a per common share conversion price of $2.00 upon receipt of the Shareholder Approvals and the transfer of the Series B Preferred Stock to third parties in a widely dispersed offering, in each case subject to adjustment in accordance with the terms of the Series B Preferred Stock,

† warrants to purchase an aggregate of 240,000 shares of Series B Preferred Stock, no par value, of the Company at an exercise price of $100.00 per share (the "Class C Warrant"), mandatorily convertible into an aggregate of 12 million shares of Common Stock as described above, and

† warrants to purchase an aggregate of 117,972 shares of Series A Preferred Stock at an exercise price of $25.00 per share (a "Class B Warrant"), mandatorily convertible into an aggregate of 5.9 million shares of Common Stock as described above or warrants to purchase an aggregate of 122,028 shares of Series B Preferred Stock at an exercise price of $25.00 per share (the "Class D Warrant" and, together with the Class B Warrant and the Class C Warrant, the "Warrants," and the Warrants together with the Preferred Stock, the "Securities"), mandatorily convertible into an aggregate of 6.1 million shares of Common Stock as described above. These Class B Warrants and Class D Warrants are only exercisable if the Shareholder Approvals (defined below) have not been obtained before March 1, 2010, and they will expire automatically upon receipt of such approvals.

Pursuant to the Investment Agreements, the Company will seek the approval of its shareholders for (i) an amendment of the Company's Restated Articles of Incorporation to increase the number of authorized shares of Common Stock to 250,000,000 and (ii) the issuance of shares of Common Stock in connection with the conversion of the Series A Preferred Stock and Series B Preferred Stock (including that received with respect to the exercise of the Warrants) into Common Stock, for purposes of NASDAQ Marketplace Rule 5635 (the "Shareholder Approvals"). Neither the Federal Reserve Board nor any other banking regulator has approved the Series A Preferred Stock or Series B Preferred Stock or determined that they constitute Tier 1 capital or regulatory capital for West Coast Bancorp at the parent company level.

In connection with the Investments and subject to receipt of required regulatory approvals, two Investors will each be entitled to maintain a representative on the Company's Board of Directors (the "Board") for so long as such

investors beneficially own at least 5% of the Company's outstanding shares of Common Stock on an as-converted basis. Two other investors will each be entitled to have an observer attend Board meetings.

Terms of the Preferred Stock

The rights, preferences and privileges of the Series A Preferred Stock and Series B Preferred Stock are set forth in the respective Articles of Amendment the Company filed with the Secretary of State of the State of Oregon. Upon receipt of the Shareholder Approvals, each share of Series A Preferred Stock will automatically convert into 50 shares of Common Stock (subject to customary anti-dilution adjustments). Each share of Series A Preferred Stock will initially bear a dividend that mirrors any dividend payable on the shares of Common Stock underlying such share of Series A Preferred Stock. In the event that the Shareholder Approvals are not obtained before March 1, 2010, the dividends payable with respect to each share of Series A Preferred Stock outstanding at such time shall be cumulative and will accrue whether or not declared by the Company Board, and shall equal a 15% rate per annum.

Each share of the Series B Preferred Stock will automatically convert into 50 . . .

The information set forth in Item 1.01 hereof is incorporated herein by reference. The Securities issued and sold in the transactions described in Item 1.01 were sold in private placements under Rule 4(2) of the Securities Act

of 1933, as amended. Sandler O'Neill + Partners, L.P. served as Placement Agent with respect to the transactions for compensation of $7.5 million, of which $5 million has been paid and the remaining $2.5 million will be paid upon receipt of the Shareholder Approvals.

Issuance of Preferred Stock

The Articles of Amendment of the Series A Preferred Stock and Series B Preferred Stock provide, among other things, for preferential rights of the Preferred Stock as to dividends and liquidation over those of the Company's Common Stock. For as long as the Preferred Stock remains outstanding and the Shareholder Approvals have not been received, subject to limited exceptions, the Company will be prohibited from paying dividends on any share of Common Stock or other junior securities and from redeeming, purchasing or acquiring any shares of Common Stock or other junior securities.

Tax Benefit Preservation Plan

On October 23, 2009, the Company's Board adopted a Tax Benefit Preservation Plan (the "Plan") with Wells Fargo Bank, National Association, as Rights Agent designed to preserve its tax assets. The Board adopted the Plan in an effort to protect shareholder value by attempting to protect against a possible limitation on the Company's ability to use net operating losses, tax credits and other tax assets (the "Tax Attributes") under the Internal Revenue Code of 1986, as amended (the "Code"), and rules promulgated by the Internal Revenue Service.

To the extent that the Tax Attributes do not otherwise become limited, the Company believes that it will be able to use a significant amount of the Tax Attributes to reduce its tax liability, and therefore these Tax Attributes could be a substantial asset to the Company. If, however, the Company experiences an "ownership change," as defined in Section 382 of the Code, the Company's ability to use the Tax Attributes will be substantially limited, and the timing of the usage of the Tax Attributes could be substantially delayed, which could therefore significantly impair the value of the Tax Attributes. In general, an ownership change would occur if the Company's "5-percent shareholders," as defined under Section 382 of the Code, collectively increase their ownership in the Company by more than 50 percentage points over a rolling three-year period. Five-percent shareholders do not generally include certain institutional holders, such as mutual fund companies, that hold Company stock on behalf of several individual mutual funds where no single fund owns 5 percent or more of Company stock.

Under the Plan, from and after the record date of November 2, 2009, each share of Common Stock will carry with it one preferred share purchase right (a "Right"), each share of the Company's Series A Preferred Stock will carry with it 50 Rights (subject to adjustment) and each share of the Company's Series B Preferred Stock will carry with it 50 Rights (subject to adjustment), until the Distribution Date (as such term is defined below) or earlier expiration of the Rights, as described below. In general, the Rights will work to impose a significant penalty upon any person or group which becomes the "Beneficial Owner" (as such term is defined in the Tax Benefit Preservation Plan) of 4.9% or more of the Company's outstanding Common Stock after October 23, 2009, without the approval of the Board. A shareholder who was a Beneficial Owner of 4.9% or more of the outstanding Common Stock as of October 23, 2009, will not trigger the Rights so long as such shareholder does not (i) become the Beneficial Owner of additional shares of Common Stock representing 0.2% or more of the shares of Common Stock then outstanding or (ii) become the Beneficial Owner of less than 4.9% ownership of the outstanding Common Stock and then reacquire shares that would result in such shareholder becoming the Beneficial Owner of 4.9% or more of the outstanding Common Stock. The Board may, in its sole discretion, exempt any person or group for purposes of the Plan if it determines the acquisition by such person or group will not jeopardize tax benefits or is otherwise in the Company's best interests.

The Rights. From the record date of November 2, 2009, until the Distribution Date or earlier expiration of the Rights, the Rights will trade with, and will be inseparable from, the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, as applicable. New Rights will also accompany any new shares of Common Stock,

Series A Preferred Stock or Series B Preferred Stock that are issued after November 2, 2009, until the Distribution Date or earlier expiration of the Rights.

Exercise Price. Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series C Junior Participating Preferred Stock, no par value, of the Company ("Series C Preferred Stock") for $30.00, subject to adjustment (the "Exercise Price"), once the Rights become exercisable. This portion of a share of Series C Preferred Stock will give the shareholder approximately the same dividend, voting, and liquidation rights as would one share of Common Stock (subject to certain exceptions described in the Plan with respect to Rights that immediately prior to the Distribution Date were evidenced by a certificate that also evidenced Series B Preferred Stock). Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability. The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an "Acquiring Person" by obtaining beneficial ownership, from October 23, 2009 onwards, of 4.9% or more of the Company outstanding Common Stock (or if already the "Beneficial Owner" (as such term is defined in the Tax Benefit Preservation Plan) of at least 4.9% of the Company outstanding Common Stock, by acquiring beneficial ownership of additional shares of Common Stock representing 0.2% or more of the shares of Common Stock then outstanding), unless exempted by the Board. The date on which the Rights become exercisable is referred to as the "Distribution Date." Until that date or earlier expiration of the Rights, the Common Stock certificates, Series A Preferred Stock certificates and Series B Preferred Stock certificates will also evidence the Rights, and any transfer of shares of Common Stock or Series A Preferred Stock or Series B Preferred Stock will constitute a transfer of Rights. After that date, the Rights will separate from the Common Stock, Series A Preferred Stock and Series B Preferred Stock, and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Stock, Series A Preferred Stock and Series B Preferred Stock. Any Rights held by an Acquiring Person are void and may not be exercised.

Consequences of a Person or Group Becoming an Acquiring Person.If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person or an affiliate or an associate of any Acquiring Person may, for payment of the Exercise Price, purchase shares of Common Stock with a market value of twice the Exercise Price, based on the market price of the Common Stock as of the acquisition that resulted in such person or group becoming an Acquiring Person (subject to certain exceptions described in the Plan with respect to . . .

In connection with the Investments, the Company filed Articles of Amendment with the Oregon Secretary of State for the purpose of amending its Restated Articles of Incorporation to establish the preferences, limitations, voting powers and relative rights of the Series A Preferred Stock and the Series B Preferred Stock. In connection with the Tax Benefit Preservation Plan, the Company filed Articles of Amendment with the Oregon Secretary of State for the purpose of amending its Restated Articles of Incorporation to establish the preferences, limitations, voting powers and relative rights of the Series C Preferred Stock. The Articles of Amendment became effective with the Oregon Secretary of State on October 23, 2009 with respect to the Series A Preferred Stock and Series B Preferred Stock and on October 26, 2009 with respect to the Series C Preferred Stock. This description is qualified in its entirety by reference to the copies of the respective Articles of Amendment, which are attached hereto as Exhibits 3.1, 3.2, and 3.3 and are incorporated herein by reference.

Additional Information

In connection with certain matters related to the Investments, the Company intends to file with the Securities and Exchange Commission (the "SEC") a proxy statement with respect to the Shareholder Approvals. The Company will mail the definitive proxy statement, when available, to its shareholders. Investors and security holders are urged to read the proxy statement with regards to certain matters related to the private placement when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement (when available) and other related documents filed by the Company with the SEC at the SEC's website at www.sec.gov or from the Company's website at www.wcb.com.

The Company and its directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of certain matters relating to the private placement. You can find information about the Company's executive officers and directors in the Company's annual proxy statement filed with the SEC on March 18, 2009. You can obtain a free copy of this document from the Company's website at www.wcb.com. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the matters related to the private placement when it becomes available.

Forward-looking Statements

This document (including exhibits filed herewith) may contain statements regarding future events, performance or results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA") and are made pursuant to the safe harbors of the PSLRA. Actual results could be quite different from those expressed or implied by the forward-looking statements. Do not unduly rely on forward-looking statements. They give the Company's expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them to reflect changes that occur after that date. A number of factors could cause results to differ significantly from the Company's expectations, including, among others, any failure to obtain the shareholder approvals to be sought by the Company with respect to the capital raise and any resulting inability to complete the capital raise in the manner intended, and factors identified in our Annual Report on Form 10-K for the year ended December 31, 2008, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, including under the headings "Forward Looking Statement Disclosure" and "Risk Factors."

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit No.                                 Description
    3.1        Articles of Amendment of Mandatorily Convertible Cumulative
               Participating Preferred Stock, Series A of West Coast Bancorp
    3.2        Articles of Amendment of Mandatorily Convertible Cumulative
               Participating Preferred Stock, Series B of West Coast Bancorp
    3.3        Articles of Amendment of Series C Junior Participating Preferred Stock
    4.1        Form of Class B Warrant
    4.2        Form of Class C Warrant
    4.3        Form of Class D Warrant
    4.4        Tax Benefit Preservation Plan, dated as of October 23, 2009, between
               West Coast Bancorp and Wells Fargo Bank, National Association
   10.1        Form of Investment Agreement, dated as of October 23, 2009, by and
               between West Coast Bancorp and the investors party thereto *
   10.2        Order to Cease and Desist issued by the FDIC and Oregon Division of
               Finance and Corporate Securities to West Coast Bank on October 22,
               2009
   10.3        Stipulation and Consent to the Issuance of an Order to Cease and
               Desist among West Coast Bank and the FDIC and Oregon Division of
               Finance and Corporate Securities entered into on October 15, 2009