<PAGE> 1
As Filed with the Securities and Exchange Commission on March __, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
WEST COAST BANCORP
(Exact name of issuer as specified on its charter)
OREGON 93-0810577
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5335 S.W. MEADOWS ROAD, SUITE 201
LAKE OSWEGO, OREGON 97035
(Address of principal executive offices)
WEST COAST BANCORP 401(k) PROFIT SHARING PLAN
WEST COAST BANCORP DIRECTORS DEFERRED COMPENSATION PLAN
WEST COAST BANCORP OFFICERS DEFERRED COMPENSATION PLAN
(Full title of each plan)
Please send copies of all communications to:
CORA A. HALLAUER STEPHEN M. KLEIN, ESQ.
Senior Vice President and Secretary
West Coast Bancorp
c/o Commercial Bank Graham & Dunn, P.C.
301 Church Street 1420 Fifth Avenue
P.O. Box 428 33rd Floor
Salem, Oregon 97308 Seattle, Washington 98101
(503) 399-2909 (206) 624-8300
(Name, address including zip code, telephone number
including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(1) Price(1) Fee(2)
================================================================================
<S> <C> <C>
Plan Interests Indeterminate $100
================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement covers an indeterminate amount of interests to be offered or
sold under the West Coast Bancorp 401(k) Profit Sharing Plan, the West
Coast Bancorp Directors' Deferred Compensation Plan and the West Coast
Bancorp Officers' Deferred Compensation Plan (all three plans referred
to collectively as, the "Plans").
(2) Calculated pursuant to Section 6(b) of the Securities Act.
================================================================================
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains
audited financial statements for the most recent fiscal year for which such
statements have been filed.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in (a) above.
(c) The description of the Common Stock contained in the Registrant's
Prospectus/Proxy Statement dated January 27, 1995 (the "Prospectus"), included
in the Registrant's Registration Statement on Form S-4 (Registration No.
33-88656), including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Articles of Incorporation (the "Articles")
provide that the Registrant must indemnify each of its directors to the fullest
extent permitted under the Oregon Business Corporation Act (the "OBCA") against
all liabilities incurred by the director because the director is or was a
director of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise. To the fullest extent permitted by
OBCA, the Registrant's Restated Bylaws (the "Bylaws") also require the
indemnification of a director or officer and permit the indemnification of an
employee or agent of the Registrant made or threatened to be made a party to a
proceeding because such person is or was a director, officer, employee, or agent
of the Registrant, including any predecessor to the Registrant which
3
<PAGE> 4
ceased to exist in a merger or other transaction, against all liabilities
(including amounts paid in settlement) incurred in the proceeding and against
expenses with respect to the proceeding (including attorney fees) if: (a) the
conduct of the director, officer, employee, or agent was in good faith; (b) the
director, officer, employee, or agent reasonably believed the conduct was in the
best interest of the corporation, or at least not opposed to its best interest;
and (c) in the case of a criminal proceeding, the director, officer, employee,
or agent is likewise entitled to indemnification, except that no indemnification
shall be made, unless deemed proper by the court in which the matter is pending,
if: (i) the act of omission of the director, officer, employee, or agent was not
in good faith, involved intentional misconduct or knowing violation of law; (ii)
the director, officer, employee, or agent received an improper personal benefit;
(iii) the director, officer, employee, or agent breached a duty of loyalty to
the Registrant; or (iv) the director or officer received a distribution that is
unlawful under Oregon law. Indemnification is made pursuant to these provisions
upon a finding that the indemnitee has met the applicable standard of conduct,
which finding must be made by a majority vote of the Board of Directors, or, in
certain circumstances, by a duly designated committee of the Board of Directors,
by special legal counsel, or by the shareholders of the Registrant.
The Articles permit the Registrant to provide further indemnification
rights to its directors, officers, employees, and agents as permitted by law.
The Registrant has provided such additional indemnification rights to its
directors, officers, employees, and agents in the Bylaws, and in indemnification
agreements entered into with certain of its directors and officers.
The effect of these provisions is potentially to indemnify the
Registrant's directors from all costs and expenses of liability incurred by them
in connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with the Registrant.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney (see Signature Pages and certified resolutions of the
Registrant's Board of Directors)
99.1 West Coast Bancorp 401(k) Profit Sharing Plan
99.2 West Coast Bancorp Directors Deferred Compensation Plan
99.3 West Coast Bancorp Officers Deferred Compensation Plan
</TABLE>
4
<PAGE> 5
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer of controlling person of the Registrant in the
successful defense of any
5
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action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salem, State of Oregon, on the 29th day of February,
1996.
WEST COAST BANCORP
By /s/ Cora A. Hallauer
------------------------
Cora A. Hallauer
Senior Vice President and Secretary
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Victor L. Bartruff, Rodney B. Tibbatts, Cora A. Hallauer and Donald
A. Kalkofen, and each of them, with full power of substitution and full power to
act without the other, as his true and lawful attorney-in-fact and agent to act
in his name, place and stead and to execute in the name and on behalf of each
person, individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act, this Power of
Attorney has been signed by the following persons in the capacities indicated,
on the 29th day of February, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Victor L. Bartruff Co-President and Co-Chief Executive Officer
- ----------------------------- and Director (Co-Principal Executive Officer)
Victor L. Bartruff
/s/ Rodney B. Tibbatts Co-President and Co-Chief Executive Officer
- ----------------------------- and Director (Co-Principal Executive Officer)
Rodney B. Tibbatts
/s/ Donald A. Kalkofen Treasurer and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
Donald A. Kalkofen
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C>
/s/ Lester D. Green Chairman of the Board
- -----------------------------
Lester D. Green
/s/ Gary D. Putnam Vice Chairman of the Board
- -----------------------------
Gary D. Putnam
/s/ Lloyd D. Ankeny Director
- -----------------------------
Lloyd D. Ankeny
/s/ Phillip G. Bateman Director
- -----------------------------
Phillip G. Bateman
/s/ Chester C. Clark Director
- -----------------------------
Chester C. Clark
/s/ Stanley M. Green Director
- -----------------------------
Stanley M. Green
/s/ William B. Loch Director
- -----------------------------
William B. Loch
/s/ Jack E. Long Director
- -----------------------------
Jack E. Long
/s/ C. Douglas McGregor Director
- -----------------------------
C. Douglas McGregor
Director
- -----------------------------
Robert D. Morrison
/s/ J. F. Ouderkirk Director
- -----------------------------
J. F. Ouderkirk
</TABLE>
8
<PAGE> 9
EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney (see Signature Pages and certified
resolutions of the Registrant's Board of Directors)
99.1 West Coast Bancorp 401(k) Profit Sharing Plan
99.2 West Coast Bancorp Directors Deferred Compensation Plan
99.3 West Coast Bancorp Officers Deferred Compensation Plan
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Form S-8 registration statement of West Coast
Bancorp pertaining to the West Coast Bancorp 401(k) Profit Sharing Plan, the
West Coast Bancorp Directors' Deferred Compensation Plan and the West Coast
Bancorp Officers' Deferred Compensation Plan, of our reports dated January 30,
1995 incorporated by referece in West Coast Bancorp's Form 10-K for the year
ended December 31, 1994 and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Portland, Oregon
March 7, 1996
<PAGE> 1
EXHIBIT 24.1
SECRETARY'S CERTIFICATE
1. I hereby certify that I am the Secretary of West Coast Bancorp, an
Oregon corporation ("Bancorp"), and that I have been duly appointed and am
presently serving in that capacity in accordance with the Bylaws of said
Bancorp.
2. I further certify that attached as Exhibit A is a full, true and
correct copy of resolutions adopted by the Board of Directors of Bancorp on the
15th day of February, 1996.
I further certify that said resolutions are still in full force and
effect and have not been revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary of
the Corporation, this 15th day of February, 1996.
/s/ Cora A. Hallauer
-----------------------------
Cora A. Hallauer
Secretary, West Coast Bancorp
<PAGE> 2
PROPOSED RESOLUTIONS
OF THE BOARD OF DIRECTORS
OF
WEST COAST BANCORP
(FOR MEETING OF FEBRUARY 15, 1996)
RECITALS
[WEST COAST BANCORP 401(k) PLAN AND
DEFERRED COMPENSATION PLANS]
1. At a meeting of the Board of Directors (the "Board") of West Coast
Bancorp ("Bancorp") held on January 25, 1996, the Board approved the preparation
of a Registration Statement on Form S-8 for filing with the Securities and
Exchange Commission ("SEC") to register shares under Bancorp's 401(k) Plan (the
"401(k) Plan") and Directors Deferred Compensation Plan and Officers Deferred
Compensation Plan (collectively, the "Deferred Compensation Plans").
[1991 COMBINED INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN]
2. At the Board meeting held on January 25, 1996, the Board further
approved the preparation of a Registration Statement on Form S-8 for filing with
the SEC to register additional shares under Bancorp's 1991 Combined Incentive
and Nonqualified Stock Option Plan (the "1991 Option Plan").
3. The Board has reviewed the draft Registration Statements on Form S-8
presented at this meeting and now deems it appropriate and in the best interests
of Bancorp to take the necessary actions to register the additional shares of
Bancorp's common stock authorized for issuance under the 401(k) Plan, the
Deferred Compensation Plans and the 1991 Option Plan, and to comply with all
state blue sky laws applicable to the respective plans.
NOW, THEREFORE, BE IT RESOLVED,
RESOLUTIONS
[SEC REGISTRATION AND BLUE SKY FILINGS]
1. The proper officers of Bancorp, with the assistance of counsel, are
hereby authorized to execute and file with the SEC, and any applicable state
securities authorities, a Registration Statement on Form S-8, and any necessary
amendments thereto, in substantially the form presented at this meeting, to
cause the additional shares of Common Stock under the 1991 Option Plan to be
properly registered or otherwise exempt from registration.
2. The proper officers of Bancorp, with the assistance of counsel, are
hereby authorized to execute and file with the SEC, and any applicable state
securities authorities, a Registration Statement on Form S-8, and any necessary
amendments thereto, in substantially the form presented at this meeting, to
cause the shares of Common Stock under the Deferred Compensation Plans and the
401(k) Plan to be properly registered or otherwise exempt from registration.
<PAGE> 3
[POWER OF ATTORNEY]
3. The proper officers of Bancorp are hereby authorized to execute a
Power of Attorney for each Registration Statement, appointing Rodney B.
Tibbatts, Victor L. Bartruff, Donald A. Kalkofen or Cora A. Hallauer to sign on
behalf of Bancorp, the Registration Statements and all amendments and related
documents, and to file the same with the SEC.
[GENERAL]
4. The proper officers of Bancorp are hereby authorized and directed to
do and perform all such other acts and things, to pay all necessary fees, to
sign all such documents and certificates and to take such other steps as may be
necessary, advisable, convenient or proper to carry out the full intent of the
foregoing Resolutions, and to comply fully with all applicable rules and
regulations.
5. For purposes of the foregoing Resolutions, the proper officers of
Bancorp are Rodney B. Tibbatts, Victor L. Bartruff, Donald A. Kalkofen and Cora
A. Hallauer, with full power to act alone.
<PAGE> 1
Exhibit ?9.1
401(k) PLAN
SUMMARY
PLAN
DESCRIPTION
WEST COAST BANCORP
401(k) PLAN
<PAGE> 2
SUMMARY PLAN DESCRIPTION
for the
WEST COAST BANCORP
401(k) PLAN
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART ONE. INTRODUCTION TO YOUR 401(k) PLAN 1
PART TWO. IMPORTANT NAMES AND NUMBERS 4
PART THREE. HOW THE PLAN WORKS 5
Section A. Participation in the Plan
A-1. Who is eligible to be in this Plan? .............................. 5
A-2. When do I become a participant? .................................. 5
A-3. How do I become a participant? ................................... 5
A-4. How are years of service counted? ................................ 5
A-5. What is an hour of service? ...................................... 6
Section B. Your 401(k) Account
B-1. How do I make contributions to the Plan? ......................... 7
B-2. Will my Company contribute to the 401(k) Plan? ................... 7
B-3. How do I qualify for profit-sharing contributions? ............... 8
B-4. How is my share of the profit-sharing contribution determined? ... 9
B-5. How is my pay determined for Plan purposes? ...................... 9
B-6. Do I have to pay taxes on my account? ............................ 9
B-7. How do I keep track of my account? ............................... 10
B-8. Can I withdraw money from my account? ............................ 10
B-9. What is a financial hardship? .................................... 11
B-10. Can I borrow from my account? .................................... 12
B-11. How does this plan affect my IRA? ................................ 13
B-12. Does this Plan affect my Social Security benefits? ............... 13
B-13. May I roll over my benefit from another plan into this one? ...... 13
</TABLE>
i
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<TABLE>
<CAPTION>
SECTION C. INVESTING YOUR 401(k) FUNDS Page
<S> <C> <C>
C-1. How is my 401(k) account invested? ............................... 14
C-2. How do I know which investment funds to choose? .................. 15
C-3. How do I obtain information on the investment funds? ............. 16
C-4. How do I invest in Bancorp stock? ................................ 17
C-5. What rights do I have if I invest in Bancorp stock? .............. 19
C-6. Are there any restrictions on my ability to trade Bancorp
stock? ........................................................... 20
C-7. How do I obtain more information about Bancorp stock? ............ 20
SECTION D. RETIREMENT BENEFITS
D-1. When can I retire? ............................................... 21
D-2. How much will I receive when I retire? ........................... 21
D-3. When do I receive the distribution? .............................. 21
D-4. What payment options are available for retirement benefits? ...... 21
SECTION E. DEATH BENEFITS
E-1. Does the 401(k) Plan provide a death benefit? .................... 24
E-2. How will the death benefit be paid out? .......................... 24
E-3. How do I name a beneficiary? ..................................... 24
E-4. Can I name someone other than my spouse as my beneficiary? ....... 25
E-5. Can I change my beneficiary? ..................................... 25
E-6. What payment options are available for the death benefit? ........ 25
E-7. How quickly will the death benefit be paid to my beneficiary? .... 25
SECTION F. DISABILITY RETIREMENT
F-1. What happens if I become disabled? ............................... 27
F-2. How is disability determined? .................................... 27
SECTION G. TERMINATION OF EMPLOYMENT
G-1. On termination, how much will I receive? ......................... 28
G-2. How is "vesting" determined? ..................................... 28
G-3. What happens to my nonvested company contributions? .............. 29
G-4. What happens if I am rehired? .................................... 29
G-5. When will my termination benefit be paid? ........................ 29
G-6. What happens if I go on maternity or paternity leave? ............ 30
SECTION H. AMENDMENT OR TERMINATION OF THE PLAN
H-1. Can the Plan be amended or terminated? ........................... 31
H-2. Does the Plan have termination insurance? ........................ 31
</TABLE>
ii
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Page
----
Section I. Your Rights Under the Plan
I-1. What are my legal rights as a participant? ..................... 32
I-2. How do participants and beneficiaries file claims
for benefits? .................................................. 33
I-3. What rights do creditors (including former spouses)
have against my Plan benefits? ................................. 34
I-4. Does the Plan affect my employment rights? ..................... 34
iii
<PAGE> 5
PART ONE INTRODUCTION TO YOUR 401(k) PLAN
- --------------------------------------------------------------------------------
/ / SAVING TOGETHER FOR YOUR FUTURE
We are pleased to be sponsoring a 401(k) Plan for our employees. This Plan is
the result of the merger of the West Coast Bancorp Profit Sharing and Thrift
Plan and the Commercial Bancorp 401(k) Savings Plus Plan. This plan merger took
effect January 1, 1996. The purpose of this merger was to provide a single
retirement plan to cover all the employees working in the West Coast Bancorp
group of companies.
This booklet discusses the Plan's features and explains how it can work for you.
As you read this booklet, you will see why participating in the 401(k) Plan is a
very tax-effective way of saving--and investing--for your future.
Today, just about every major corporation in the country provides a 401(k) plan
to help their employees save for retirement. And these plans have become the
most popular retirement savings choice among employees. 401(k) plans are so
attractive because they offer employees a tax break they cannot find anywhere
else. Basically, 401(k) plans provide a tax shelter for everyone--regardless of
their income. The tax benefits you will enjoy by participating in the 401(k)
plan are described below. But the tax savings are only part of the picture. To
work together with you towards your financial security, our 401(k) Plan provides
a number of features designed to help you maximize your savings--
First, to give an initial boost to your savings, we will match a
portion of the amount you elect to contribute.
Second, to give you the chance of earning better rates of return than
you might find on your own, we are offering a number of
professionally-managed investment funds.
Third, to give you the ability to tailor your investments to fit your
own needs, you will be able to pick and choose among the investment
choices.
Fourth, to give you an opportunity to share in our long-term growth,
you have the option of investing in West Coast Bancorp stock.
/ / TAX ADVANTAGES
401(k) Plans take their name from a section of the Internal Revenue Code. This
section gives you the ability to contribute part of your compensation into the
401(k) Plan instead of receiving it in cash. Your 401(k) Plan contributions are
made through automatic payroll deduction. The amount you contribute is not
taxable as current income. We do not take out income tax withholding on your
401(k) contributions and we do not report them to the IRS as taxable income on
your W-2. In other words, saving through the 401(k) Plan lowers your current
income taxes.
Once your money is in the 401(k) Plan, it is in a tax shelter. Your investment
earnings will
SUMMARY PLAN DESCRIPTION - PAGE 1
<PAGE> 6
compound on tax-deferred basis. That is, your money earns interest, your
interest earns interest and none of it is taxed until you start receiving
benefits.
/ / OTHER BENEFITS
To comply with IRS rules, this Plan is designed primarily to help provide you
with retirement income. However, you will find that your 401(k) Plan can be a
big help to you in other situations as well. As explained in this booklet, your
401(k) funds will be available to provide you with benefits if you become
disabled, terminate employment or have a financial hardship. And, if you should
die before receiving all your benefits, your 401(k) funds will provide a death
benefit to your beneficiary.
/ / ADD UP THE BENEFITS
To sum up, the 401(k) Plan offers you advantages you won't find with any other
savings or investment program--
/ / Automatic payroll deductions to make saving for retirement
easy
/ / Lower current income taxes
/ / Tax-deferred earnings on your money
/ / Company-paid matching and profit-sharing contributions
/ / Your choice of professionally-managed investment funds
/ / The option to invest in West Coast Bancorp stock
/ / ABOUT THIS SUMMARY
This summary briefly describes the principal features of the 401(k) Plan for
your information and convenience. It discusses your benefits, rights and
obligations under the Plan. It also answers the questions most frequently asked
about the Plan.
Please remember, this is only a summary of the 401(k) Plan--it is not the actual
Plan itself. The actual Plan provisions are contained in a lengthy and
complicated document. (It has to be to meet all the tax and pension law
requirements!) For practical reasons, this summary cannot cover the Plan in
detail and explain how every provision works in every situation. Your rights
under the Plan are controlled entirely by the official Plan document itself. If
there are any conflicts between this summary and the official Plan document, the
actual document will, of course, control.
SUMMARY PLAN DESCRIPTION - PAGE 2
<PAGE> 7
This summary is an important document and you should keep it in a safe place for
future reference. If the 401(k) Plan is ever amended in any way that affects
your rights or benefits, you will be given a written explanation of the change.
However, there may be a period of time between the effective date of an
amendment to the Plan and the date you are notified of it as required by law. To
make sure the Plan provisions haven't changed, you should check with the 401(k)
Plan's Administrative Committee whenever you are making a decision based on the
information in this summary.
/ / ADDITIONAL QUESTIONS
If you have any questions that are not answered in this summary, please contact
the 401(k) Administrative Committee at the address shown in Part Two of this
summary.
SUMMARY PLAN DESCRIPTION - PAGE 3
<PAGE> 8
PART TWO IMPORTANT NAMES AND NUMBERS
- --------------------------------------------------------------------------------
PLAN NAME: West Coast Bancorp 401(k) Plan
PLAN TYPE: 401(k) profit-sharing plan
PLAN SPONSOR: West Coast Bancorp
5335 SW Meadows Road
Suite 201
Lake Oswego, Oregon 97035
EMPLOYER IDENTIFICATION NUMBER: 93-0428352
(The Plan Sponsor's federal
identification number)
PLAN NUMBER: 002
(The Plan's federal
identification number)
PLAN YEAR: January 1 to December 31
(The Plan's fiscal year)
PLAN ADMINISTRATOR: 401(k) Administrative Committee
(Handles the daily operations West Coast Bancorp
of the Plan, keeps the Plan's 506 S.W. Coast Hwy.
records and is available to P.O. Box 7
answer your questions about Newport, OR 97365
the Plan) (503) 574-1174
Committee Members:
Rodney B. Tibbatts
Cynthia J. Haworth
Mark A. Hays
Laurie L. Prevost
TRUSTEE: West Coast Trust Company
(Manages and invests the 301 Church St. NE
trust fund in which the Plan's North Building, 2nd floor
assets are held) P.O. Box 1012
Salem, OR 97308
AGENT FOR SERVICE Vincent P. Cacciottoli, Esq.
OF LEGAL PROCESS: 101 SW Main St., Suite 1500
(Service of legal process may Portland OR 97204
also be made upon the Trustee
or the Administrative Committee)
PARTICIPATING EMPLOYERS: West Coast Bancorp and its
subsidiaries
SUMMARY PLAN DESCRIPTION - PAGE 4
<PAGE> 9
PART THREE HOW THE PLAN WORKS
- --------------------------------------------------------------------------------
SECTION A. PARTICIPATION IN THE PLAN
The Plan covers the employees who meet the eligibility and
participation requirements described below.
A-1. WHO IS ELIGIBLE TO BE IN THIS PLAN?
All employees of companies that are members of the West Coast Bancorp group are
eligible to become participants, regardless of their job title or
classification, provided they--
(1) Are age 18 or older
(2) Have completed one year of service (see Question A-4)
(3) Are not covered by a collective bargaining agreement that does
not provide for participation in this Plan.
A-2. WHEN DO I BECOME A PARTICIPANT?
After you meet the eligibility requirements, you may begin participating on any
of the following quarterly enrollment dates--January 1, April 1, July 1 or
October 1.
If you were a participant in the West Coast Bancorp Profit Sharing and Thrift
Plan or the Commercial Bancorp 401(k) Savings Plus Plan on December 31, 1995,
you are automatically a participant in this Plan as of January 1, 1996.
A-3. HOW DO I BECOME A PARTICIPANT?
You must complete an enrollment form and turn it in to the 401(k) Administrative
Committee at least 15 days before you want to participate. Enrollment forms are
available from the 401(k) Administrative Committee. Your participation will be
delayed if you don't turn in your form on time.
A-4. HOW ARE YEARS OF SERVICE COUNTED?
A year of service is a 12-month period in which you complete at least 1,000
hours of service. For purposes of determining your eligibility to participate in
the Plan, the 12-month period begins on the day you start working for any
company that is part of the West Coast Bancorp group. For purposes of
determining your vesting credit (see Question G-2) and your eligibility to
receive profit-sharing contributions (see Question B-3), the 12-month period is
the calendar year. As long as you complete the 1,000 hours, you will receive
credit for a year of service even if you are no longer employed at the end of
the 12-month period.
SUMMARY PLAN DESCRIPTION - PAGE 5
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A-5. WHAT IS AN HOUR OF SERVICE?
Each hour you are actively at work for any company in the West Coast Bancorp
group is an hour of service. In addition, you will receive credit for the hours
that you are away from work because of a holiday, vacation, authorized leave of
absence, layoff, sick leave, illness, incapacity (including disability), jury
duty or military service. Also, for purposes of determining breaks in service,
you will receive hours of service credit for up to one year of maternity or
paternity leave (see Question G-A for an explanation of the break in service
rules and Question G-6 for the special rules on crediting maternity or paternity
leave). However, if you are not actually working, no more than 501 hours of
service will be credited in any 12-month period, regardless of the reason you
are away from work.
SUMMARY PLAN DESCRIPTION - PAGE 6
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SECTION B. YOUR 401(k) ACCOUNT
When you enroll in the 401(k) Plan, a separate account is set
up in your name. This section covers--
/ / How contributions are made to your 401(k) account
/ / How your benefits are taxed
/ / How and when you may withdraw from your 401(k)
account.
/ / How this plan affects your social security benefits
and your IRA
B-1. HOW DO I MAKE CONTRIBUTIONS TO THE PLAN?
Contributions to the Plan are completely voluntary. Your contributions are made
through automatic payroll deduction each pay period. You may save anywhere from
1 to 15 percent of your pay--up to the maximum annual dollar limit set by the
IRS. Highly compensated employees may also be subject to additional IRS limits.
The maximum annual dollar limit for 1996 is $9,500. This limit will be adjusted
periodically for cost-of-living increases.
You may stop making payroll deduction contributions at the beginning of any
month. You may change the amount of your contributions or resume making payroll
deduction contributions on January 1, April 1, July 1 or October 1. To stop,
change or resume your 401(k) payroll deduction contributions, you must obtain a
401(k) Plan Change Form from the 401(k) Administrative Committee, complete the
form and return it to the 401(k) Administrative Committee.
The 401(k) Administrative Committee must receive your Change Form AT LEAST 15
DAYS IN ADVANCE of the date you want it to take effect. Please be sure you
return your completed form early enough to allow for this 15-day processing
time.
B-2. WILL MY COMPANY CONTRIBUTE TO THE 401(k) PLAN?
MATCHING CONTRIBUTIONS. Your company will make a "matching contribution" which
will match a percentage of your 401(k) payroll deduction contributions. Your
company will match 50 percent of the first 6 percent of pay you contribute. (The
amount of the matching contribution is fixed for an entire year. However, it can
be changed from year to year by the Board of Directors of West Coast Bancorp. If
the amount of the matching contribution is changed, it will be announced to you
before the plan year begins.)
PROFIT-SHARING CONTRIBUTIONS. In addition, each year the Board of Directors of
West Coast Bancorp will determine whether to make a profit-sharing contribution
to the Plan and, if so, the amount of that contribution. If a profit-sharing
contribution is made and you meet the requirements discussed in Question B-3
below, your share of the contribution will be paid
SUMMARY PLAN DESCRIPTION - PAGE 7
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directly into your 401(k) Plan account. It will not be reported as taxable
income to you on your W-2. Your share of the profit-sharing contribution is
determined under an IRS--approved formula that takes your Social Security
benefits into account (see Question B4 below.)
BOOSTER CONTRIBUTIONS. If you are a nonhighly compensated employee, your company
may also make booster contributions for you. These contributions will be equal
to a certain percentage of your pay. West Coast Bancorp's Board of Directors
will determine if a booster contribution is to be made for a year and the amount
of that contribution. To receive a booster contribution, you must meet the same
requirements as for receiving a profit-sharing contribution (see Question B-3
below).
TOP-HEAVY CONTRIBUTIONS. Although it is very unlikely, the 401(k) Plan may
become a "top-heavy" plan. If the Plan is ever top-heavy, your company must make
a minimum contribution on behalf of its participants who are not "key
employees." The Plan would be top-heavy if the account balances of the key
employees were more than 60% of the total value of the Plan's assets. Key
employees are generally officers or shareholders. The top-heavy contribution is
the lesser of: (1) 3% of pay; or (2) the same percent of pay that is being
contributed for the key employees. You must be employed on the last day of the
Plan Year to receive a top-heavy contribution. You do not have to complete any
minimum hours of service during that year, however.
B-3. HOW DO I QUALIFY FOR PROFIT-SHARING CONTRIBUTIONS?
You must meet the following requirements to be eligible to receive
profit-sharing contributions:
(1) You must have completed a year of service during the plan
year; and
(2) You must still be employed on the last day of the plan year by
one of the companies in the West Coast Bancorp group.
However, if you retire, become disabled or die during the plan year, both of
these requirements are waived and you will receive your pro rata share of the
contribution (if one is made that year) based on your pay for the part of the
year you were employed.
If you meet the requirements discussed above, you will receive your share of the
profit-sharing contribution (if one is made) even if you are not making payroll
deduction contributions to the 401 (k) Plan.
SUMMARY PLAN DESCRIPTION - PAGE 8
<PAGE> 13
B-4. HOW IS MY SHARE OF THE PROFIT-SHARING CONTRIBUTION DETERMINED?
The profit-sharing contributions made under our Plan are integrated with Social
Security. This takes into account as part of your total retirement benefit the
contributions your company makes to Social Security on your behalf. Employees
who earn more than the Social Security taxable wage base do not receive Social
Security benefits on their excess earnings. As a result, your company pays
proportionately more towards retirement benefits for employees earning below the
Social Security taxable wage base than it does for employees earning over that
amount. To help equalize things, the Plan uses an IRS-approved formula to
provide an extra amount to employees earning more than the "integration level"
(this is 60 percent of the Social Security taxable wage base for the year). This
formula uses a two-step formula to divide up profit-sharing contributions--
First, the contribution is divided on a pro rata basis among the
participants who have pay above the integration level. However, no one
can receive more than 4.3 percent of pay under this step.
Second, the remaining contribution that was not used up under Step 1 is
divided among all participants on a pro rata basis, but this time it is
on the basis of total pay, both above and below the integration level.
B-5. HOW IS MY PAY DETERMINED FOR PLAN PURPOSES?
For purposes of determining contributions to the Plan, your pay is your taxable
pay as reported on your IRS Form W-2, PLUS your own 401(k) contributions. (Since
your 401(k) contributions aren't reported on your W-2, adding them back in this
way means contributing to the 401(k) Plan does not lower the amount of
profit-sharing contributions you will receive). Your W-2 pay is your regular pay
and any overtime, bonuses or commissions you receive in the year. In your first
year of participation, your pay will be counted from the date you entered the
Plan.
If you are a highly-compensated employee, the amount of pay that the Plan can
take into consideration for contribution purposes is capped by law at $150,000
annually. (This limit is adjusted periodically for cost-of-living increases.)
B-6. DO I HAVE TO PAY TAXES ON MY ACCOUNT?
TAX DEFERRAL. The key advantage of a 401(k) plan is that taxes are deferred. You
don't pay taxes on your payroll deduction contributions or on any matching
contributions or profit sharing contributions until they are distributed to you.
In addition, the investment earnings on these contributions compound on a
tax-deferred basis until your account is distributed. This tax-deferred
compounding on your earnings makes a dramatic difference between the amount of
money you can accumulate under the 401(k) Plan versus a regular savings account
where the earnings are taxed.
SUMMARY PLAN DESCRIPTION - PAGE 9
<PAGE> 14
TAX ON DISTRIBUTIONS. When your funds are distributed, they will be taxed as
ordinary income for federal and state income tax purposes. In addition, if you
are under age 59 1/2 when you receive payment, a 10 percent early-withdrawal
penalty tax may be imposed. This penalty tax is in addition to the regular
income tax payable on the money distributed to you.
WITHHOLDING. Your 401(k) Plan distributions are also subject to state and
federal income tax withholding. Federal withholding at 20 percent will be taken
out of your distribution, unless you make a "direct rollover" of your
distribution into an IRA or another company's retirement plan. (See Question D-4
for an explanation of direct rollovers.) State withholding will also be taken
out if applicable (8 percent for Oregon). You may elect not to have state tax
withheld. However, you are still liable for payment of state income tax on your
distribution even if you elect not to have tax withheld. When you receive a
distribution from the 401(k) Plan, you will receive a detailed explanation of
the federal and state withholding and direct rollover rules.
FAVORABLE TAX TREATMENT. Your distribution from the 401(k) Plan may qualify for
favorable tax treatment. For example, your distribution may qualify for special
five-year income averaging. Alternatively, you may elect to continue to defer
taxes on your account balance by "rolling it over" into an IRA or, if you change
jobs, into the plan sponsored by your new employer (if your new employer's plan
accepts rollovers).
IRS INFORMATION. The tax rules on plan distributions are much too complicated to
cover in detail in this summary. You should refer to IRS Publication 575,
"Pension and Annuity Income" (available through the local IRS office) or consult
with your tax advisor to determine what you can do to defer or reduce the taxes
on your 401(k) Plan distribution.
B-7. HOW DO I KEEP TRACK OF MY ACCOUNT?
You will receive periodic statements giving you complete information on your
account--how much was contributed since the last report, any distributions or
withdrawals made, any expenses charged, any transfers between investment funds,
the investment earnings, gains or losses credited and the total amount in your
account.
If you were a participant in the West Coast Bancorp Profit Sharing and Thrift
Plan or the Commercial Bancorp 401(k) Savings Plus Plan, your account balance in
that plan as of December 31,1995 became your opening account balance as of
January 1,1996 under this Plan.
B-8. CAN I WITHDRAW MONEY FROM MY ACCOUNT?
You may withdraw funds from your 401(k) account only for a "financial hardship"
(see Question B-9). Financial hardship withdrawals may be taken only from your
own 401(k) payroll deduction contributions plus your vested matching,
profit-sharing and other company contributions. Federal law also prohibits you
from withdrawing the investment earnings on your 401(k) payroll deduction
contributions.
SUMMARY PLAN DESCRIPTION - PAGE 10
<PAGE> 15
You must apply for a financial hardship withdrawal. The 401(k) Administrative
Committee will supply you with the necessary application form. Your spouse will
have to sign the application form. Your application will be approved only if you
meet certain IRS requirements (see Question B-9).
You cannot withdraw more than is required to meet the financial hardship.
However, you can withdraw enough to cover the taxes that will be due on the
withdrawal (see the discussion on taxes at the end of this answer).
Please note that any amounts you take out as hardship withdrawals cannot be
repaid. Therefore, any hardship withdrawals you take will reduce the amount of
the benefit you ultimately receive from the 401(k) Plan. In some cases, this
reduction can be significant, so please take this into account before deciding
to take a hardship withdrawal.
If you are considering taking a withdrawal, keep in mind that you will have to
pay income taxes on the amount withdrawn. If you are under age 59, a 10 percent
early-withdrawal penalty tax may also apply. We must take out 20 percent federal
income tax withholding from any hardship withdrawal you take. Hardship
withdrawals are not a very good way to take money out of Plan because of the
combined impact of federal and state taxes and penalties. For many participants,
almost half of their hardship withdrawal will go to pay taxes and penalties.
B-9. WHAT IS A FINANCIAL HARDSHIP?
Current IRS rules allow withdrawals only for the following financial hardships--
/ / Uninsured medical expenses for you or your dependents.
/ / Payments required to purchase your home (such as a down
payment or closing costs, but not mortgage payments).
/ / College or graduate school tuition and related expenses for
you or your dependents for the next year.
/ / Payments to prevent eviction or foreclosure on your home.
However, the IRS will not allow you to take a withdrawal if you are able to meet
the financial hardship by--
/ / Filing a claim under any insurance policies you have.
/ / Selling assets (unless the sale itself would cause a
hardship).
/ / Stopping your payroll deduction contributions to the 401(k)
Plan.
/ / Borrowing from the 401(k) Plan (unless you cannot afford to
repay the loan).
/ / Borrowing money from a bank, credit union or other commercial
SUMMARY PLAN DESCRIPTION - PAGE 11
<PAGE> 16
lending institution on reasonable terms (again, unless you
cannot afford to make the repayments).
B-10. CAN I BORROW FROM MY ACCOUNT?
Yes, you can take a loan from your account. To comply with federal law, plan
loans are subject to a number of conditions and restrictions. The 401(k)
Administrative Committee handles the loan program and makes sure that all the
legal requirements are met. This protects you from being charged with taxes or
penalties on the amount you borrow. Generally, federal law allows you to take
out a Plan loan only while you are still employed by one of the companies
participating in this Plan.
To apply for a loan, you must fill out an application form. These forms are
available from the 401(k) Administrative Committee. If you are married at the
time you apply for the loan, your spouse may have to consent to the loan. If so,
your spouse will have to sign the loan papers and have his or her signature
notarized.
The 401(k) Administrative Committee will review your application and determine
whether to approve your loan. The Committee will make its determination on a
nondiscriminatory basis. If your application is approved, you will have to sign
a promissory note obligating you to repay the loan with interest. The loan
papers will also contain a security agreement in which you pledge up to 50% of
your account balance as collateral for the loan.
The total amount you may borrow is limited to 50% of your account, or your
maximum dollar limit, whichever is lower. Your maximum dollar limit on loans is
$50,000 minus the difference between your highest outstanding loan balance
during the 12 months before the date on which the loan is made and the
outstanding balance on the date the new loan is made.
Loans will have a fixed interest rate for the term of the loan. The 401(k)
Administrative Committee will set the interest rate following U.S. Department of
Labor guidelines.
Loans must be repaid within 5 years. However, a longer repayment term may be
approved if you are using the loan to purchase your primary home.
Loans must be repaid in level payments of principal and interest. Balloon
payments are not allowed (except in certain leave of absence situations). The
loan payments you make, both principal and interest, are credited directly to
your account. Repayments must be through payroll deduction.
If you default on the loan, the outstanding balance will become immediately due
and payable. In general, loans are in default when you leave your company's
employ. For tax purposes, loans that are in default are treated as if the money
had been distributed to you. The Plan is required to notify the IRS of the
amount of this "distribution." This amount is taxable to you as ordinary income.
In addition, when your Plan benefit is paid out to you, your account will
SUMMARY PLAN DESCRIPTION - PAGE 12
<PAGE> 17
be reduced by the amount of the outstanding loan balance.
For more information on loans, such as loan fees, minimum loan amounts and
default procedures, please contact the 401(k) Administrative Committee.
B-11. HOW DOES THIS PLAN AFFECT MY IRA?
Your participation in this Plan may limit your ability, and that of your spouse
as well, to make deductible contributions into an Individual Retirement Account
("IRA"). However, your 401(k) Plan allows you to save much more annually on a
tax-deferred basis than you could with an IRA. And the 401(k) Plan offers other
tax advantages as well, such as loans, hardship withdrawals and 5-year income
averaging for distributions. You should consult your tax advisor for further
information.
B-12. DOES THIS PLAN AFFECT MY SOCIAL SECURITY BENEFITS?
No. Although your 401(k) contributions are not subject to income tax
withholding, they are subject to FICA. So contributing to the 401(k) Plan only
reduces your earnings for tax purposes, not for purposes of Social Security
benefits. This means participating in the 401(k) Plan does not reduce your
Social Security benefits. In fact, saving under the 401(k) Plan is probably your
most effective way of supplementing your Social Security benefits.
B-13. MAY I ROLL OVER MY BENEFIT FROM ANOTHER PLAN INTO THIS ONE?
Yes. As soon as you enter the 401(k) Plan, you may transfer in ("roll over") the
distribution you received from another tax-qualified retirement plan (an
IRS-approved 401(k), pension or profit-sharing plan). You may also roll over
funds from a "conduit IRA" (this is an IRA that holds ONLY the distribution you
received from a tax-qualified plan). You cannot roll over funds from an IRA into
which you contributed ANY of your own money.
SUMMARY PLAN DESCRIPTION - PAGE 13
<PAGE> 18
SECTION C. INVESTING YOUR 401(k) FUNDS
/ / The 401(k) Plan is intended to play a key role in your
long-term financial planning.
/ / The investment options available under the Plan give you the
flexibility to meet your personal investment needs
/ / The option to invest in company stock gives you the
opportunity to share in the future of West Coast Bancorp
C-1. HOW IS MY 401(k) ACCOUNT INVESTED?
You decide how your 401(k) account is invested by choosing one or more of the
professionally-managed investment funds offered under our Plan. This allows you
to tailor your investments to achieve the levels of risk and potential earnings
that suit you (see Question B-11 below).
When you enroll in the 401(k) Plan, you will receive a description of the
investment objectives and the risk and return characteristics of each of the
investment funds available. You should review these materials carefully before
making your investment decision. If you do not make a choice, your 401(k)
account will automatically be invested in a fund selected by the Trustee--
generally a money market fund.
You may change your investment selection by completing a 401(k) Plan Change
Form. The form is available from the 401(k) Administrative Committee. There are
two restrictions on making changes:
(1) Changes can be made only as of January 1, April 1, July 1 or
October 1; and
(2) Your 401(k) Plan Change Form must be received at least 15 days
before the change is to be effective. (You should make sure
you return the form in enough time to meet this advance notice
requirement.)
The 401(k) Administrative Committee can change the funds available for
investment, or add or delete funds. You will be notified if the available funds
change.
Your account is generally adjusted for investment results on a quarterly basis.
This means your account balance will typically be determined every January 1,
April 1, July 1 and October 1. When you move in or out of the 401(k) Plan's
investment funds, the amount you move is based on your account balance as of the
beginning of the calendar quarter. The 401(k) Administrative Committee has the
right, in its discretion, to adjust accounts as of other dates besides the
normal quarterly adjustment dates. This allows the Plan to react, for example,
to dramatic swings in the stock market.
SUMMARY PLAN DESCRIPTION - PAGE 14
<PAGE> 19
C-2. HOW DO I KNOW WHICH INVESTMENT FUNDS TO CHOOSE?
While we cannot give you investment advice, we can offer you some general
guidelines to help you in making your investment choice.
To start with, you need to ask yourself three key questions--
/ / What are my investment objectives? (How much will my
investments need to earn to give me the money I will need for
retirement? to pay college tuition for my children? to put a
down payment on a house?)
/ / What is my investment timeline? (How soon will I need my
money? Am saving for retirement in 30 years or to buy a house
in 5?)
/ / How much risk am l willing to live with to earn the investment
return want?
Establishing an investment plan that gives you the returns you expect at the
amount of risk you are willing to accept is a difficult process. In fact, it is
impossible to achieve what all of us would want--a very high rate of return with
no risk. The simple truth in investing is that generally the greater the risk,
the higher the rate of return--and vice versa.
To illustrate this point, stocks have traditionally earned significantly more
over time than interest-bearing investments (e.g., bonds, Treasury bills,
certificates of deposit). This makes them a good hedge against inflation over a
long period of time. The trade-off is what is known as volatility, that is, the
value of your account will fluctuate depending on market conditions. Generally,
stock funds go up in up markets and down in down markets. Simply put, if you
invest in stocks, you are subject to the roller coaster ride of the stock
market. While we know stocks are good performers in the long run, no one can
predict where stock prices will be in the short run. This is why many investment
advisors suggest that people should not invest in stocks unless they have at
least a three- to five-year investment horizon. Generally, you need to have the
time--and the patience--to be able to ride out a down market.
On the other side of the investment volatility spectrum are fixed-income
investments. These types of investments pay a fixed rate of return over a given
period. The advantages are that you have your rate of return locked in for a
certain time and there is little risk of losing money on your investment. The
low risk factor makes fixed-income investments attractive to people who have a
short-term savings timeline.
The disadvantage of fixed-income investments is that you may pay for the low
risk by receiving lower earnings over time. Historically, the return from stocks
has been double or even triple that of fixed-income investments. This means that
if you were to put your entire 401(k) account in fixed income investments as a
long-term investment strategy, you might not earn enough money over time to
reach your desired retirement income goal.
A well-recognized investment technique for reaching a good level of return while
reducing volatility is by diversifying the investments among two or more
different types--for example, splitting between stocks and fixed-income
investments. Diversification tends to reduce the
SUMMARY PLAN DESCRIPTION - PAGE 15
<PAGE> 20
downside risk in investing, but it also tends to limit the upside growth
potential. Again, there is that tradeoff between risk and return. The trade-off
for less volatility is often less of a long-term return.
The mix of assets in your Plan account should be based on the level of risk you
are comfortable with and the amount of investment earnings you will need to meet
your personal financial needs.
Our Plan offers you the flexibility to tailor your investment portfolio to meet
your particular risk tolerance and financial goals. You can choose one of the
funds offered or mix and match as you see fit.
By offering you a broad range of investments, this Plan is intended to comply
with section 404(c) of the Employee Retirement Income Security Act (the federal
pension law). As a result, the Trustee and the other people responsible for the
Plan will not be liable for any investment losses resulting from your investment
directions.
C-3. HOW DO I OBTAIN INFORMATION ON THE INVESTMENT FUNDS?
KEY INFORMATION AUTOMATICALLY FURNISHED TO YOU. To help make sure you have all
the information you need to make informed investment decisions, we provide you
with the following materials for the plan's investment funds:
/ / Explanations of the investment objectives, asset mix, risk
and return characteristics and investment managers of each
fund.
/ / A description of any transaction fees charged against your
account.
/ / Copies of the investment prospectus for each option you
choose.
ADDITIONAL INFORMATION AVAILABLE ON REQUEST. You may also request additional
information on:
/ / The annual operating expenses for the funds, including
investment management fees, which reduce the rate of return to
participants, and the total amount of those expenses as a
percentage of the fund's net assets.
/ / Copies of the prospectus, financial statements, reports and
other information available about a fund.
/ / A list of the assets held in a fund's portfolio and their
value.
/ / The value of a fund's shares or units.
/ / Past and current investment performance of each investment
fund.
INFORMATION ON BANCORP STOCK. See Question C-7 for the information available
regarding the Bancorp stock investment option.
SUMMARY PLAN DESCRIPTION - PAGE 16
<PAGE> 21
C-4. HOW DO I INVEST IN BANCORP STOCK?
One of the key features of the Plan is that you have the option of investing in
Bancorp stock. We see this as providing a two-fold benefit. It gives you the
opportunity to share in the success you help create and it promotes the common
interests of our employees and shareholders.
Making your investment in Bancorp stock is as easy as choosing the other
investments available under the plan. Simply fill in your Enrollment Form and
indicate the amount of your contributions that you want to go into company
stock. You can choose to have up to 25% of your 401(k) payroll deduction
contributions invested in Bancorp stock.
To coordinate the Bancorp company stock investment option with the 401(k) Plan's
quarterly accounting system (see Question C-1), the Plan follows these
procedures to purchase or sell Bancorp stock for your 401(k) account:
/ / The portion of your 401(k) payroll deduction contributions
that you earmarked for investment in Bancorp stock will be
invested in the 401(k) Plan's money market fund until the
stock is actually purchased for your account.
/ / The Trustee will take the funds parked in the money market
fund and purchase the largest whole number of Bancorp shares
that can be bought on the open market with these funds. (The
brokers' fees and commissions for the purchase will be charged
to your account.)
/ / The purchase will be made at 10:00 a.m. of the first day of
every month (or the first business day afterwards if the stock
markets are not open on that day). The Trustee does not have
any discretion as to the timing of the stock purchases.
/ / The purchase price will be the market price for Bancorp
stock at the time the purchase is made. (Since fractional
shares will not be purchased, any remaining balance in your
money market account will be carried over and used to purchase
Bancorp stock at the next monthly purchase date.)
/ / Funds may be moved into or out of Bancorp stock and into or
out of one of the other 401(k) Plan's investment funds.
However, this can be done on a quarterly basis only. The
purchase or sale of the Bancorp stock necessary to make your
fund switch will be made as of the first day of the third
month of the calendar quarter--March 1, June 1, September 1
and December 1--or the following business day if the stock
markets are not open on that day.
SUMMARY PLAN DESCRIPTION - PAGE 17
<PAGE> 22
/ / The purchase or sale of Bancorp stock to make an investment
fund switch is handled in the same way as the purchases made
with your monthly 401(k) payroll deduction contributions. That
is: the Trustee has no discretion as to the timing or the sale
or purchase; all sales or purchases are made at 10:00 am. on
the trading day; and the sale or purchase price will be the
market price at that time.
A few examples will illustrate how these rules will work:
Example 1. Let's say you elected in December to have 20% of your 401(k)
payroll deduction contributions invested in Bancorp stock. Starting
with the pay period beginning the following January 1, 20% of your
payroll deduction contributions would be placed in a money market fund.
On February 1, the accumulated money market funds will be used to
purchase Bancorp stock. The number of shares that can be purchased with
your funds will depend on the selling price of Bancorp stock that day.
Similarly, 10% of your 401(k) payroll deduction contributions for
February would be placed in the money market fund. Your February
contributions, together with any amounts carried over from January and
their money market earnings, would be used to buy Bancorp stock for
your 401(k) account on March 1.
Example 2. Let's say that, in February you have 100% of your 401(k)
account in one of the Plan's other investment funds, but you want to
move 10% into Bancorp stock. The Plan's next quarterly change date is
April 1. The value of your account will be determined as of that date.
This figure should be available about the third week of May. On June 1,
10% of your account (using the April 1 value) will be used to buy
Bancorp stock. Again, the amount of stock purchased will depend on the
trading price for Bancorp stock on June 1.
As you can see, because of the 401(k) Plan's quarterly accounting system, YOU
WILL NOT BE ABLE TO BUY AND SELL BANCORP STOCK THROUGH THE 401(k) PLAN AS
FREQUENTLY AS YOU COULD USING YOUR OWN FUNDS OUTSIDE THE PLAN. But, of course,
this is in keeping with the 401(k) Plan's purpose of focusing on investments for
the long term.
RESTRICTIONS ON FUND TRANSFERS. Switches between investment funds are allowed on
a quarterly basis based upon your account balance as of the previous quarter
(see Question C-1). There may be times when you want to move funds out of
Bancorp stock and into one of the other investment funds. If you want to do this
at a time when the price of Bancorp stock has declined since the 401(k) Plan's
last regular quarterly valuation date, certain restrictions will apply. To
prevent participants from profit-taking on a stock price difference at the
expense of the other participants in the Plan, the 401(k) Plan Administrative
Committee may regulate transfers between the Bancorp stock investment option and
the other 401(k) Plan investment funds as follows:
SUMMARY PLAN DESCRIPTION - PAGE 18
<PAGE> 23
/ / Delay the transfer until the next quarterly valuation date;
/ / Allow the transfer based on your account value determined as
of a special valuation date; or
/ / Allow the transfer by adjusting your account for investment
gains or losses as of the date of the transfer. This will be
allowed only if the 401(k) Administrative Committee and the
Trustee determine this is feasible. Your account will be
charged for the costs of this special adjustment.
SPECIAL RULE FOR 1996 ONLY. Ordinarily, Bancorp stock will be purchased with
your payroll deduction contributions on the first day of each month, as
explained above. The stock purchases required to make an investment switch will
be made on the first day of the third month of the calendar quarter, as also
explained above. However, in 1996, the first time the Plan will purchase Bancorp
stock will be on or after March 1st. The purchases will be made as soon as
administratively feasible after the Plan registers with the federal Securities
and Exchange Commission as required by law.
C-5. WHAT RIGHTS DO I HAVE IF I INVEST IN BANCORP STOCK?
VOTING. You are entitled to direct the way the shares in your Company Stock
Account are voted at any shareholder meeting or on any matter on which
shareholders are entitled to vote, such as tender offers. For purposes of
voting, the number of shares in your Company Stock Account will be determined as
of the close of the last calendar quarter before the date on which the
shareholder vote occurs.
The 401(k) Administrative Committee will solicit your voting instructions in
advance of any shareholders' meeting. The Trustees will vote any shares for
which no voting instructions have been received. The Trustees may vote these
shares at their discretion.
INFORMATION. You will be provided the same information that is provided to other
Bancorp shareholders. For example, you will receive copies of all proxies.
DIVIDENDS. Any dividends paid on Bancorp stock will also be paid on the shares
in your Company Stock Account.
CONFIDENTIALITY. All information regarding your Company Stock Account is
maintained in accordance with procedures designed to safeguard the
confidentiality of your Bancorp stock purchases or sales and your exercise of
your voting, tender or similar rights. However, disclosure of this information
may be required to comply with applicable federal or state securities laws.
SUMMARY PLAN DESCRIPTION - PAGE 19
<PAGE> 24
In situations where there is the potential for undue company influence on your
exercise of your shareholder rights, the 401(k) Administrative Committee will
appoint an independent fiduciary, not affiliated with Bancorp or any of its
subsidiaries, to handle the solicitation of votes and other related activities.
Examples of when this would occur are: tender offers, exchange offers and
contested board elections.
C-6. ARE THERE ANY RESTRICTIONS ON MY ABILITY TO TRADE BANCORP STOCK?
You can only buy or sell Bancorp stock as of the beginning of the third month of
a calendar quarter. If you are considered an "insider" under the securities
laws, there may be further restrictions on your ability to buy and sell in order
to avoid liability under the short-swing profit recovery rules. We will let you
know if these insider trading rules apply to you and the restrictions imposed on
your Company Stock Account.
C-7. HOW DO I OBTAIN MORE INFORMATION ABOUT BANCORP STOCK?
You may request copies of the following documents, each of which is incorporated
by reference in this summary--
/ / West Coast Bancorp's latest Annual Report on Form 1 OK filed
under Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "1934 Act"). (This Annual Report contains, either
directly or by incorporation by reference, Bancorp's audited
financial statements for the latest fiscal year for which
those statements have been filed.)
/ / The Plan's latest Annual Report on Form 11-K filed under
Section 15(d) of the 1934 Act. (This Annual Report contains
the Plan's audited financial statements for the latest plan
year for which those statements have been filed.)
/ / All other reports filed under Sections 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the
Annual Reports described above.
/ / The description of West Coast Bancorp's common stock
contained in the Registration Statement filed under the 1934
Act, including any updates to that description.
These copies will be provided to you free of charge. Please call or write the
401(k) Administrative Committee to request the copies you want.
SUMMARY PLAN DESCRIPTION - PAGE 20
<PAGE> 25
SECTION D. RETIREMENT BENEFITS
The 401(k) Plan's primary purpose is to provide you
with retirement benefits. This section explains how
and when your retirement benefits will be paid.
D-1. WHEN CAN I RETIRE?
Your normal retirement date will be age 65. You can take early retirement at age
55 if you have 10 years of service. You may elect to take late retirement and
continue working past age 65. If you take late retirement, you can still
continue making 401(k) contributions and you will still continue to receive
matching, profit sharing and other company contributions.
D-2. HOW MUCH WILL I RECEIVE WHEN I RETIRE?
When you retire, you will receive all the amounts in your 401(k) account--your
own 401(k) contributions, your matching, profit-sharing and other company
contributions and the investment earnings on all these contributions. The 401(k)
Plan does not guarantee that you will receive a certain benefit at your
retirement. Your benefit will depend on the contributions that have gone into
your account and the results of your investments.
D-3. WHEN DO I RECEIVE THE DISTRIBUTION?
You will receive your retirement distribution as soon as the amount of your
benefit can be calculated after you reach age 65 or, if you work past age 65,
after you actually retire. If you continue working for one of the companies
participating in this plan past age 65, you can choose to begin receiving your
benefits when you reach age 65 even though you are still working. (Or you can
choose to wait to receive benefits until you actually retire.) The payment date
in either case will ordinarily be no later than 60 days after the end of the
calendar quarter in which you retire.
If your benefit is over $3,500, you can delay receiving payment past your
retirement date. However, if you elect to delay payments, you must begin
receiving minimum distributions as required under IRS rules. Any of the payment
options described in Question DA below will provide the minimum payment amount
required.
The first minimum distribution payment must be made for the calendar year in
which you turn 70 1/2, even if you are still working at the time.
D-4. WHAT PAYMENT OPTIONS ARE AVAILABLE FOR RETIREMENT BENEFITS?
NORMAL FORM OF PAYMENT. The 401(k) Plan will automatically pay your benefit in a
single lump sum payment, unless you elect an optional form of payment.
SUMMARY PLAN DESCRIPTION - PAGE 21
<PAGE> 26
OPTIONAL FORMS OF PAYMENT. The following payment alternatives are available:
ANNUITY PAYMENTS. The type of annuity paid depends upon whether you are
married or single--
MARRIED. If you are married, the normal form of annuity is a
joint and survivor annuity. This will provide you with monthly
payments for your lifetime. After your death, your spouse will
receive monthly payments for his or her life. The payments to
your spouse will be a percentage of what was being paid to
you. A 50% survivor benefit will automatically be provided.
With your spouse's consent, you can elect a 66 2/3% or a 100%
survivor benefit instead. Of course, the higher the survivor
benefit is, the lower the monthly payments during your
lifetime will be.
Also with your spouse's consent, you can elect a single life
annuity instead. This will provide larger monthly payments
during your life than a joint and survivor annuity will. The
tradeoff is that no survivor benefit is payable.
Your spouse MUST give his or her written, notarized consent
before you can elect an annuity other than a joint and 50%
survivor annuity.
SINGLE. If you are single, the normal form of annuity is a
single life annuity. This will provide you with monthly
payments for your lifetime. There will be no survivor benefit
payable on your death. However, you can elect to receive a
joint and survivor annuity with a survivor benefit payable to
a beneficiary you designate. The survivor feature, however,
means lower payments will be made to you during your lifetime.
To pay you a joint and survivor annuity or a single life annuity, the
Plan will use your account balance to purchase an annuity contract from
an insurance company. This annuity contract will be distributed to you.
You will receive the annuity payments from the insurance company, not
the 401(k) Plan. The amount of payments you receive will depend upon
the balance in your account and the cost of annuity contracts at the
time.
INSTALLMENT PAYMENTS. You can elect to receive payment of your account
balance in installments. To meet the IRS "minimum distribution rules,"
at least a certain amount has to be paid out to you each year after you
turn 70 1/2. This is done by dividing your account balance by your life
expectancy and distributing that amount each year.
If you would rather withdraw less, you may use your joint life
expectancy with your spouse or another beneficiary instead of just your
own life expectancy. (The life expectancy tables assume couples live
longer than single people.)
SUMMARY PLAN DESCRIPTION - PAGE 22
<PAGE> 27
Unless you elect otherwise, your life expectancy will be recalculated
each year. If your beneficiary is your spouse, your spouse's life
expectancy will also be recalculated annually. (IRS rules prohibit the
life expectancy of a non-spouse beneficiary from being recalculated.)
This will let you take advantage of the Plan's tax-deferral feature for
as long as the IRS allows.
DIRECT ROLLOVER. This is a payment of all or part of your account
balance directly to your IRA or to another employer's retirement plan.
The other plan must accept direct rollovers, however. (Plans are not
required to accept direct rollovers and not all of them do.) You may
make a direct rollover of a lump sum payment or any installment
payments as long as the installment payment period is under 10 years.
Annuity payments cannot be rolled over.
SMALL ACCOUNTS. If your account balance is under $3,500, it will automatically
be paid out to you in a single cash payment unless you elect a direct rollover.
The annuity and installment forms of payment are not available. Your spouse's
consent is not required either.
SUMMARY PLAN DESCRIPTION - PAGE 23
<PAGE> 28
SECTION E. DEATH BENEFITS
If you die before your 401(k) account is fully paid
out to you, the balance will be paid to your
beneficiary as explained in this section.
E-1. DOES THE 401(k) PLAN PROVIDE A DEATH BENEFIT?
Generally, yes. If you die before you started receiving benefits, your account
balance will be paid to your beneficiary as a death benefit. If you are still
employed by your company when you die, the portion of your 401(k) account
derived from matching contributions, profit-sharing and other company
contributions will become fully vested regardless of how long you were employed.
(Vesting is discussed in Question G-2.)
If you die after you started receiving benefits, death benefits will be paid
according to the form of payment you chose. However, not all forms of payment
provide a death benefit. For example, if you elected a single life annuity, no
death benefit is payable (see Question D-4 above).
E-2. HOW WILL THE DEATH BENEFIT BE PAID OUT?
If you are married at the time of your death, your spouse will automatically be
the beneficiary of your death benefit UNLESS you have named someone else (see
Question E-4 for how to do this).
If you are not married at the time of your death, your death benefit will be
paid to any beneficiary you have named.
If you do not name a beneficiary, or if your named beneficiary is no longer
alive at the time of your death, your 401(k) account will be paid in the
following order--
- First to your spouse, if living;
- If you have no surviving spouse, then to your children (if
living) in equal shares;
- If neither a spouse nor any children survive you, then to your
estate.
E-3. HOW DO I NAME A BENEFICIARY?
You name your beneficiary by completing the appropriate section in the 401(k)
Plan Enrollment Form.
SUMMARY PLAN DESCRIPTION - PAGE 24
<PAGE> 29
E-4. CAN I NAME SOMEONE OTHER THAN MY SPOUSE AS MY BENEFICIARY?
If you are married, you may name a beneficiary other than your spouse only with
your spouse's written consent. Your spouse must sign the consent form before a
notary public. (There is a section of the Enrollment Form for your spouse to
fill out.) Your spouse's written, notarized consent is required even if you are
no longer living with your spouse and even if you are just naming your children
or a family trust as your beneficiary.
If your spouse does not consent to your beneficiary designation, your spouse
will receive your account balance on your death.
If you are single, your death benefit can be paid to any beneficiary you choose
without anyone's consent.
E-5. CAN I CHANGE MY BENEFICIARY?
You may change your beneficiary at any time by filling out the "Change of
Beneficiary" section on the 401(k) Plan Change Form and returning it to the
401(k) Administrative Committee. THE COMPLETED FORM MUST BE RECEIVED BEFORE YOUR
DATE OF DEATH TO BE EFFECTIVE.
Please note that if you are married, your spouse must consent to the new
beneficiary designation. (There is a section on the 401(k) Plan Change Form for
your spouse to complete.) Also keep in mind that if you marry or remarry, your
new spouse automatically becomes your beneficiary and any prior beneficiary
designations you made are automatically revoked. Your new spouse must consent to
your naming someone else as your beneficiary.
Remember, it is YOUR responsibility--not your company's or the 401(k)
Administrative Committee's--to update your beneficiary designation if your
circumstances change. It is up to you to make sure your beneficiary designation
form names the person you really want as your beneficiary.
E-6. WHAT PAYMENT OPTIONS ARE AVAILABLE FOR THE DEATH BENEFIT?
The same payment options available for retirement benefits are generally
available for death benefits. However, the direct rollover option is available
only if your beneficiary is your spouse. And your spouse can make a direct
rollover only into an IRA, not another employer's plan.
E-7. HOW QUICKLY WILL THE DEATH BENEFIT BE PAID TO MY BENEFICIARY?
It depends on whether you were receiving benefit payments before you died.
DEATH AFTER PAYMENTS BEGAN. If you started receiving benefit payments before
your death, your remaining account balance must be paid out to your beneficiary
at least as rapidly as it was being paid out to you.
SUMMARY PLAN DESCRIPTION - PAGE 25
<PAGE> 30
DEATH BEFORE PAYMENTS BEGAN--THE 5-YEAR RULE. If you die before you started to
receive benefit payments, your beneficiary may begin receiving benefits as soon
as administratively possible following the end of the calendar quarter in which
you die. If your beneficiary wants to delay receiving payments, as a general
rule, your entire account balance must be completely distributed to your
beneficiary within five years after your death. There are two exceptions to the
five-year payout rule--
GENERAL EXCEPTION. The five-year rule does not apply if:
(1) The benefit is payable to your designated
beneficiary;
(2) The benefit is paid out over your beneficiary's
lifetime (or over a period not greater than your
beneficiary's life expectancy); and
(3) Payments begin no later than one year after your
death.
SPOUSAL EXCEPTION. If your designated beneficiary is your surviving
spouse, the five-year rule does not apply if:
(1) The benefit will be paid out over your spouse's
lifetime (or over a period not greater than his or
her life expectancy); and
(2) Payments must begin no later than the date you would
have reached age 70 1/2.
SUMMARY PLAN DESCRIPTION - PAGE 26
<PAGE> 31
SECTION F. DISABILITY RETIREMENT
The 401(k) Plan may provide benefits if you retire
alter becoming disabled. The Plan's disability
retirement benefits are described in this section.
F-1. WHAT HAPPENS IF I BECOME DISABLED?
If you become disabled and you retire, you will be entitled to receive your Plan
benefits even if you have not reached retirement age. In addition, your 401(k)
account will become 100% vested regardless of the number of years you have been
employed by your company.
Your account will be distributed to you under the payment option you select,
subject to your spouse's consent if required (see Question D-4 above for an
explanation of your payment choices).
F-2. HOW IS DISABILITY DETERMINED?
You will be considered disabled for 401(k) Plan purposes if you are unable to
continue working at your company because of a bodily injury, disease or mental
disorder that is presumed to be permanent. The 401(k) Administrative Committee
will determine if you are totally and permanently disabled based upon available
medical reports and evidence. You may be required to have a physical
examination.
You may be eligible for disability retirement from the 401(k) Plan even though
you may not qualify for Social Security disability benefits.
SUMMARY PLAN DESCRIPTION - PAGE 27
<PAGE> 32
SECTION G. TERMINATION OF EMPLOYMENT
If you leave your company for any reason before you
retire, your 401(k) Plan account will be paid out to
you. The amount and timing of this payment are
covered in this section.
G-1. ON TERMINATION, HOW MUCH WILL I RECEIVE?
You are always entitled to receive all of your own 401(k) payroll deduction
contributions, no matter whato the reason for your termination of employment.
However, one of the purposes of this Plan is to encourage you to stay with the
West Coast Bancorp group until retirement. If you leave before then, you won't
be entitled to receive all of the matching, profit-sharing, and other company
contributions that have been paid into your account unless you are fully vested
(see Question F-2).
G-2. HOW IS "VESTING" DETERMINED?
Being "fully vested" means that you are entitled to 100% of your 401(k) Plan
account. You are ALWAYS vested in your 401(k) payroll deduction contributions
and any booster contributions you received--even if you quit or are terminated.
You become vested in your matching and profit-sharing contributions (and top
heavy contributions, if any) according to the following schedule:
<TABLE>
<CAPTION>
COMPLETED YEARS OF SERVICE PERCENT VESTED
-------------------------- --------------
<S> <C>
Less than 22 0%
3 40%
4 60%
5 80%
100%
</TABLE>
If your employment terminates before you are 100% vested, you will forfeit the
nonvested portion of your matching contributions and profit-sharing
contributions (and top heavy contributions, if any). (See Question G-3 regarding
forfeitures.)
If you retire at your normal retirement date (age 65), or if you terminate
employment because of death or disability, you automatically become 100% vested
even if you haven't completed 5 years of service.
All your years of service with any company in the West Coast Bancorp group,
including years before the effective date of this 401(k) Plan, are counted for
purposes of determining if you are vested. (See Question A-4 for how years of
service are counted.)
SUMMARY PLAN DESCRIPTION - PAGE 28
<PAGE> 33
Remember that this vesting schedule applies only to the portion of your 401(k)
account that comes from matching contributions and profit-sharing contributions
(and top heavy contributions if any). Your own payroll deduction contributions
are fully vested as soon as they are paid into the 401(k) Plan.
G-3. WHAT HAPPENS TO MY NONVESTED COMPANY CONTRIBUTIONS?
If you are not fully vested when you leave, you forfeit the nonvested portion of
your 401(k) account. Forfeitures are not returned to your company. They are used
to help pay the matching contributions for the remaining participants in the
401(k) Plan.
G-4. WHAT HAPPENS IF I AM REHIRED?
If you were a participant in this Plan when you left, you are eligible to
participate immediately upon your rehire. If you were not a participant when you
left, you will be treated as a new employee and must satisfy the Plan's
eligibility requirements before you may participate (see Section A of this
Summary).
If you forfeited any matching contributions or profit-sharing contributions when
you left, you may have them restored depending on how many "breaks in service"
you have between the time you left and the time you are rehired. (A "break in
service" is a calendar year in which you are credited with less than 501 hours
of service.)
Any amounts you forfeited will not be restored if you have five or more
consecutive breaks in service.
If you are rehired before you have five breaks in service, the amount of the
matching contributions and profit-sharing contributions you previously forfeited
will be recredited to your 401(k) account, without any adjustment for investment
gains or losses, provided you repay any amounts that were distributed to you
when you left.
G-5. WHEN WILL MY TERMINATION BENEFIT BE PAID?
Generally, termination benefits are paid as soon as administratively feasible.
This is usually no later than 60 days after the end of the calendar quarter in
which your employment ends.
Your account will be distributed to you under the payment option you select,
subject to your spouse's consent if required (see Question D-4 above for an
explanation of your payment choices).
If your account balance is over $3,500, federal law requires us to keep it in
the 401(k) Plan until your normal retirement date (age 65) unless you elect to
receive it sooner.
If your account balance is under $3,500, it cannot remain in the Plan. It will
be paid out in a single lump-sum cash payment unless you elect a direct
rollover.
SUMMARY PLAN DESCRIPTION - PAGE 29
<PAGE> 34
G-6. WHAT HAPPENS IF I GO ON MATERNITY OR PATERNITY LEAVE?
For purposes of the 401(k) Plan, a maternity or paternity leave is an absence
because of--
/ / Your pregnancy
/ / The birth of your child or care following birth
/ / The adoption of your child or care following adoption
If you are on a maternity or paternity leave, then for one year, even though you
are not working, you will be credited with enough hours of service to keep you
from having a break in service. These hours will be credited to you either in
the year you start your maternity/paternity leave or in the following year
(whichever is the first year you need the extra credited hours to avoid a break
in service).
You will receive credit for 401(k) Plan purposes for a maternity or paternity
absence ONLY if you inform the 401(k) Administrative Committee of the reason for
your absence and the amount of time you expect to be away.
SUMMARY PLAN DESCRIPTION - PAGE 30
<PAGE> 35
SECTION H. AMENDMENT OR TERMINATION OF THE PLAN
Federal law allows West Coast Bancorp, as the Plan's
sponsor, to amend or terminate the 401(k) Plan. What
happens to your benefits if the Plan is amended or
terminated is covered in this section.
H-1. CAN THE PLAN BE AMENDED OR TERMINATED?
West Coast Bancorp has the right to amend or terminate the 401(k) Plan at any
time. However, no amendment can deprive you of any benefits to which you are
already entitled.
If the Plan is terminated, you will automatically become 100% vested in your
entire 401(k) account as of that date. Your account will continue to be held in
the Plan's trust fund and continue to earn investment income until it is paid
out to you. Payment will be made as soon as administratively feasible after the
termination date.
H-2. DOES THE PLAN HAVE TERMINATION INSURANCE?
No, because the federal Pension Benefit Guaranty Corporation does not provide
termination insurance to 401(k) plans. The reason is simple--it is not
necessary. If this Plan is ever terminated, you will automatically receive 100%
of your account balance. Since this is the full amount of your benefit, there is
no risk of nonpayment to insure.
SUMMARY PLAN DESCRIPTION - PAGE 31
<PAGE> 36
SECTION I. YOUR RIGHTS UNDER THE PLAN
There are certain legal rights you have (and some
that you do not have) as a participant in the 401(k)
Plan. These are discussed in this section.
I-1. WHAT ARE MY LEGAL RIGHTS AS A PARTICIPANT?
As a participant, you are entitled to certain rights and protections under the
federal Employee Retirement Income Security Act of 1974 ("ERISA"). ERISA
provides that all Plan participants are entitled to:
/ / Examine, without charge, at the 401(k) Administrative
Committee's office, all Plan documents, including copies of
all documents filed by the Plan with the U.S. Department of
Labor, such as detailed annual reports and plan descriptions.
However, you may not inspect materials containing confidential
information about other participants.
/ / Obtain copies of all nonconfidential Plan documents and
information upon written request to the 401(k) Administrative
Committee. The Committee may make a reasonable charge for the
copies.
/ / Receive a summary of the Plan's annual financial report.
/ / Obtain, once a year, a statement of the total value of your
401(k) account and your vested benefits, if any. If there are
no vested benefits, the statement will include the earliest
date on which your benefits will become vested. The Plan may
require a written request for this statement, but it must
provide this statement free of charge.
In addition to creating rights for Plan participants, ERISA defines the duties
of the people who operate the Plan. These people are called the Plan's
"fiduciaries." They must perform their duties prudently and in the interest of
you and the other Plan participants and beneficiaries. No one, including your
company or anyone else, may fire you or discriminate against you to prevent you
from obtaining a benefit or exercising your rights under ERISA.
If your claim for benefits under the Plan is denied in whole or in part, you
must receive a written explanation of the reason for the denial. You have the
right to have your claim reviewed and reconsidered. (See the next question
explaining the 401(k) Plan's claims procedures.)
Under ERISA, there are steps you can take to enforce these rights. For instance,
if you request materials from the Plan and do not receive them within 30 days,
you may file suit in a federal court. In such a case, the court may require the
Plan to provide the materials and pay you up
SUMMARY PLAN DESCRIPTION - PAGE 32
<PAGE> 37
to $100 a day until you receive the materials, unless the materials were not
sent because of reasons beyond the Plan's control. To avoid unnecessary
expenses, you may want to check with the 401(k) Administrative Committee before
filing a lawsuit to see if there are legitimate problems with giving you the
materials you requested.
If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court.
If the Plan's fiduciaries misuse the Plan's money, or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a federal court. The court will
decide who should pay court costs and legal fees. If you win, the court may
order the person you sued to pay these costs and fees. If you lose, the court
may order you to pay these costs and fees.
If you have any questions about your 401(k) Plan, you should contact the 401(k)
Administrative Committee. If you have any questions about your rights under
ERISA, you should contact the nearest Area Office of the U.S. Labor-Management
Services Administration, Department of Labor.
I-2. HOW DO PARTICIPANTS AND BENEFICIARIES FILE CLAIMS FOR BENEFITS?
Generally, benefits will be paid by the 401(k) Plan without you or your
beneficiary having to file a formal claim for benefits. (You will have to fill
out certain administrative forms, such as benefit election forms.) However, you
or your beneficiary may file a claim for benefits if, for example, you believe
your benefit was determined incorrectly.
Claims for benefits should be submitted in writing to the 401(k) Administrative
Committee. Within 90 days after you file your claim, the Committee will either
grant the claim, deny it or extend the time for processing the claim. If an
extension is made, you will receive an explanation of why the extension is
needed and the date you may expect a decision. An extension cannot be longer
than 180 days from the date you filed the claim. If you do not hear anything
within 90 days, you may consider your claim to be denied.
If your claim is denied, you will receive a notice explaining the reasons why
the claim was denied, including the specific provisions of the Plan on which the
denial was based. The notice will also describe any additional information that
may be needed and explain why it is necessary. Finally, the notice will explain
the Plan's claims review procedure. This notice will be written in nontechnical
language, so it should be easy for you to understand.
You may ask the 401(k) Administrative Committee to reconsider a denial. YOU MUST
REQUEST AND COMPLETE THIS REVIEW BEFORE YOU CAN BRING ANY LEGAL ACTION AGAINST
THE PLAN. You must request this review within 60 days after receiving notice
that your claim was denied. Your request must be in writing. If you wish, you or
your representative may review the Plan documents and submit written comments to
support your claim.
SUMMARY PLAN DESCRIPTION - PAGE 33
<PAGE> 38
You will receive a written decision on your appeal from the 401(k)
Administrative Committee within 60 days after it received your request. However,
if there are special circumstances, such as the need for a hearing, the
Committee may have up to an additional 60 days to reconsider your claim. Again,
the decision will be written in plain language and will explain the reasons for
the decision and the applicable plan provisions. The 401(k) Administrative
Committee's decision on the appeal will be final. The Committee has broad
discretion to interpret the Plan's provisions, determine all questions
concerning eligibility and benefits and make findings of fact. A court of law
can reverse a decision of the 401(k) Administrative Committee only if the
decision was arbitrary and capricious. That is, it was made in bad faith, is not
supported by substantial evidence or is erroneous as to a question of law. In
reviewing the decision, the court of law will be limited to considering only the
testimony and other materials that were presented to the 401(k) Administrative
Committee at the time the Committee made its decision.
I-3. WHAT RIGHTS DO CREDITORS (INCLUDING FORMER SPOUSES) HAVE
AGAINST MY PLAN BENEFITS?
Federal law prohibits you from transferring or assigning your 401(k)
account--you cannot sell it, use it as collateral, pledge it or give it away. In
addition, your creditors are prohibited from attaching or garnishing your 401(k)
account until your benefits are being paid out.
The major exception to this rule is for a "Qualified Domestic Relations Order."
This is a court order requiring the Plan to pay some or all of your Plan
benefits to your spouse, former spouse or child for spousal or child support or
as a property settlement. A court order must meet certain legal requirements to
be a Qualified Domestic Relations Order. The Administrative Committee has the
sole authority to determine whether those legal requirements have been met. If
these requirements have been met, the Plan must make the payments as required by
the order. The Plan may be required to make payments even though, at the time,
you are still working for your company and could not receive benefit payments
for yourself. The 401(k) Administrative Committee will notify you if the Plan
receives a Qualified Domestic Relations Order relating to your account.
I-4. DOES THE PLAN AFFECT MY EMPLOYMENT RIGHTS?
The terms of your employment with your company are not affected in any way by
the 401(k) Plan or this summary. Neither the Plan nor this summary are to be
construed in any way as being an employment contract.
SUMMARY PLAN DESCRIPTION - PAGE 34
<PAGE> 1
EXHIBIT 99.2
WEST COAST BANCORP
DIRECTORS' DEFERRED COMPENSATION PLAN
EFFECTIVE: APRIL 1, 1996
Law Offices of
Vincent P. Cacciottoli, P.C.
Portland, Oregon
<PAGE> 2
WEST COAST BANCORP
DIRECTORS' DEFERRED COMPENSATION PLAN
Table of Contents
<TABLE>
<CAPTION>
ARTICLE 1 PURPOSE
Page
----
<S> <C> <C>
1.1 Retirement Benefits.................................................................... 1
1.2 ERISA Exemption........................................................................ 1
1.3 Effective Date......................................................................... 1
ARTICLE 2 DEFINITIONS
2.1 Account................................................................................ 2
2.2 Beneficiary............................................................................ 2
2.3 Code................................................................................... 2
2.4 Director............................................................................... 2
2.5 401(k) Plan............................................................................ 2
2.6 Participant............................................................................ 2
2.7 Participating Subsidiary............................................................... 2
2.8 Plan................................................................................... 2
2.9 Plan Administrator..................................................................... 2
2.10 Plan Year.............................................................................. 2
2.11 Trust.................................................................................. 3
2.12 Trustee................................................................................ 3
2.13 Unforeseeable Emergency................................................................ 3
ARTICLE 3 ELIGIBILITY AND PARTICIPATION
3.1 Elections to Defer..................................................................... 3
3.2 Enrollment............................................................................. 3
3.3 Duration of Deferral Elections......................................................... 4
3.4 Modification and Revocation of Elections............................................... 4
ARTICLE 4 PARTICIPANT ACCOUNTS
4.1 Maintenance of Accounts................................................................ 4
4.2 Adjustments to Accounts................................................................ 4
4.3 Account Investment..................................................................... 4
4.4 Trust Assets........................................................................... 5
4.5 Vesting................................................................................ 5
4.6 Participants' Rights................................................................... 5
</TABLE>
-i-
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
ARTICLE 5 BENEFIT DISTRIBUTIONS
<S> <C> <C>
5.1 Time for Payment....................................................................... 5
5.2 Valuation of Benefit................................................................... 5
5.3 Form of Payment........................................................................ 6
5.4 Financial Hardship Withdrawals......................................................... 6
5.5 Death Benefits......................................................................... 6
5.6 Withholding............................................................................ 7
5.7 Tax Reporting.......................................................................... 7
5.8 Loans.................................................................................. 7
ARTICLE 6 PLAN ADMINISTRATION
6.1 Powers and Duties...................................................................... 7
6.2 Claims Procedures...................................................................... 7
6.3 Administrative Expenses................................................................ 7
ARTICLE 7 AMENDMENT AND TERMINATION
7.1 Rights Reserved........................................................................ 8
7.2 Amendment Procedure.................................................................... 8
7.3 Effective Date......................................................................... 8
7.4 Limitations............................................................................ 8
7.5 Effect of Termination.................................................................. 8
ARTICLE 8 GENERAL PROVISIONS
8.1 Effect on 401(k) Plan.................................................................. 9
8.2 Property Rights........................................................................ 9
8.3 Unfunded Obligation.................................................................... 9
8.4 Participants' and Beneficiaries' Rights................................................ 9
8.5 No Guarantee of Tenure................................................................. 9
8.6 Benefits Provided Solely Under the Plan................................................ 10
8.7 Benefits Not Assignable................................................................ 10
8.8 Participating Subsidiaries............................................................. 10
8.9 Binding Effect......................................................................... 10
8.10 Governing Laws......................................................................... 11
8.11 Counterparts........................................................................... 11
SIGNATURE......................................................................................................... 11
</TABLE>
-ii-
<PAGE> 4
WEST COAST BANCORP
DIRECTORS' DEFERRED COMPENSATION PLAN
This document, executed on _________________, 1996 by West Coast Bancorp, a
corporation organized under the laws of the State of Oregon and registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended
("Bancorp"), sets forth the terms of the West Coast Bancorp Directors' Deferred
Compensation Plan (the "Plan").
ARTICLE 1
PURPOSE
1.1 RETIREMENT BENEFITS. West Coast Bancorp, one of the two companies that
merged March 1, 1995 to form Bancorp, ("Old Bancorp") has from time to
time entered into nonqualified deferred compensation agreements (the
"Agreements") to allow its directors or those of its affiliates or
subsidiaries to defer receipt of their directors' fees on a
tax-deferred basis. Bancorp previously established the West Coast
Bancorp Nonqualified Deferred Compensation Trust for Directors (the
"Trust") to accumulate assets to assist it in fulfilling its
obligations under the Agreements. Bancorp now intends to establish a
single document which will amend the one existing Agreement and provide
for uniform terms and conditions for any future deferrals of directors'
fees voluntarily made by any of its directors or any directors of any
Participating Subsidiary (as that term is defined in Section 2.7
below).
1.2 ERISA EXEMPTION. This is an unfunded plan maintained primarily for the
purpose of providing deferred compensation to individuals who are
considered to be part of a select group of management or highly
compensated employees for purposes of the Employee Retirement Income
Security Act of 1974 ("ERISA"). 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.
1.3 EFFECTIVE DATE. This Plan is effective May 1, 1996.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 1
<PAGE> 5
ARTICLE 2
DEFINITIONS
Words and phrases appearing in this Plan with initial capital
letters signify defined terms with the meanings given in this
section. Words appearing in the following definitions that are
themselves defined terms are also indicated by initial capital
letters.
2.1 ACCOUNT means the separate accounting record established and maintained
for each Participant.
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. A beneficiary
designation must be received by the Plan Administrator before the
Participant's death to be effective. In the absence of a valid
beneficiary designation under this Plan, either (a) the Beneficiary
shall be the same as the beneficiary designated by the Participant
under the 401(k) Plan if the Participant also participates in the
401(k) plan; or (b) if the Participant does participate in the 401(k)
Plan or does not have a valid beneficiary designation under the 401(k)
Plan, the beneficiary shall be the default beneficiary under the 401(k)
Plan.
2.3 CODE means the Internal Revenue Code of 1986, as amended, including all
applicable regulations.
2.4 DIRECTOR means a member of the Board of Directors of Bancorp or a
Participating Subsidiary.
2.5 401(K) PLAN means the West Coast Bancorp 401(k) Plan, as amended.
2.6 PARTICIPANT means any Director who has elected to participate in this
Plan.
2.7 PARTICIPATING SUBSIDIARY means any subsidiary of Bancorp that adopts
this Plan with Bancorp's consent. The current Participating
Subsidiaries are identified in the Addendum attached to this Plan.
2.8 PLAN means the "West Coast Bancorp Directors' Deferred Compensation
Plan" as set forth in this document and any written amendments to it.
2.9 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.
2.10 PLAN YEAR means the calendar year.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 2
<PAGE> 6
2.11 TRUST means the "West Coast Bancorp Directors' Deferred Compensation
Trust," established under the trust agreement dated May 16, 1991,
between Bancorp, acting as grantor, and Pacific Northwest Trust Co.,
acting as trustee, and amended and restated, effective ,
1996, with West Coast Trust acting as successor trustee.
2.12 TRUSTEE means the trustee appointed and acting under the Trust.
2.13 UNFORESEEABLE EMERGENCY means a severe financial hardship to a
Participant resulting from:
(a) A sudden and unexpected illness or accident of the Participant
or the Participant's dependent (as defined in Code Section
152(a));
(b) A property casualty loss; or
(c) A similar extraordinary and unforeseeable circumstance arising
as a result of events beyond the Participant's control.
The circumstances that constitute an Unforeseeable Emergency depend
upon the facts of each case but, in any case, shall not include the
need to pay college tuition for the Participant or a dependent, nor the
desire to purchase a home.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1 ELECTIONS TO DEFER. Directors may elect, prior to receipt, for each
year in which they serve as a director of Bancorp or a Participating
Subsidiary, that a specified percentage of their directors' fees shall
be deferred in accordance with the terms and conditions of this Plan.
Elections shall be made in writing on a form provided by the Plan
Administrator and shall be delivered or mailed, postage prepaid, to the
Plan Administrator.
3.2 ENROLLMENT. To participate in this Plan, Directors must complete an
enrollment form provided by the Plan Administrator as follows:
(a) ANNUAL ENROLLMENT. Before the beginning of each Plan Year,
each Director must complete and return to the Plan
Administrator an enrollment form specifying the amount of
directors' fees he or she will be deferring under this Plan
during the coming Plan Year.
(b) MID-YEAR ENROLLMENT.
(1) If a Director is elected after the Plan Year has
begun, that Director has 30 days after being elected
to file an enrollment form for the balance of the
Plan Year.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 3
<PAGE> 7
(2) Mid-year deferral elections will be effective for
directors' fees earned after the date the enrollment
form is filed.
(3) In the 1996 Plan Year, Directors have 30 days after
the Plan's effective date to file their enrollment
forms.
3.3 DURATION OF DEFERRAL ELECTIONS. The deferral election stated in a
Participant's enrollment form will remain in effect until the end of
the applicable Plan Year unless modified or revoked in writing by the
Participant under Section 3.4.
3.4 MODIFICATION AND REVOCATION OF ELECTIONS.
(a) As of each April 1, July 1 or October 1, Participants may
prospectively change the amount of their directors' fees that
will be deferred under this Plan for the remainder of the Plan
Year, provided a new enrollment form is filed with the Plan
Administrator at least 15 days in advance.
(b) Participants may completely revoke a deferral election at any
time by filing a new enrollment form with the Plan
Administrator. The revocation will be effective as of the next
directors' meeting occurring after it is received by the Plan
Administrator, or as soon as administratively feasible
afterwards. Participants who revoke their elections may not
re-enroll during the remaining portion of the Plan Year.
ARTICLE 4
PARTICIPANT ACCOUNTS
4.1 MAINTENANCE OF ACCOUNTS. The Plan Administrator shall maintain, or
caused to be maintained, an Account for each Participant to reflect the
amounts 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 any distributions made to the Participant or
the Participant's Beneficiaries.
4.2 ADJUSTMENTS TO ACCOUNTS. 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 directors' fees and the Trust's 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
amounts deferred periodically during the year by using a time-weighted
formula adopted by the Plan Administrator.
4.3 ACCOUNT INVESTMENT. Accounts shall be invested by the Trustee as
directed by each Participant under the provisions of the Trust.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 4
<PAGE> 8
4.4 TRUST ASSETS.
(a) The directors' fees deferred under this Plan will be remitted
to the Trustee by Bancorp or the Participating Subsidiary, as
applicable, as soon as administratively feasible after the
date those fees would ordinarily have been paid to the
Participant in cash.
(b) All amounts credited to Participants' Accounts shall be held
in the Trust separate and apart from the other funds of
Bancorp or its Participating Subsidiaries. The Trust assets
shall be used exclusively for the purposes of this Plan, but
shall be subject to the claims of Bancorp's or a Participating
Subsidiary's general creditors upon that company's insolvency
or bankruptcy.
4.5 VESTING. Participants' interests in their Accounts shall be
nonforfeitable at all times.
4.6 PARTICIPANTS' RIGHTS. Participants' Accounts are established and
maintained merely to record Bancorp's or a Participating Subsidiary's
unsecured contractual obligation to pay deferred compensation under
this Plan. Participants and Beneficiaries shall have no right, title or
interest in or to any funds in their Accounts except as general
unsecured creditors of Bancorp or a Participating Subsidiary, as
applicable.
ARTICLE 5
BENEFIT DISTRIBUTIONS
5.1 TIME FOR PAYMENT.
(a) Except as provided in subsection (b) below, payment of the
balance of the Participant's Account shall be made after the
Participant is no longer serving as a director for any company
participating in this Plan.
(b) A Participant may elect, on an enrollment form, either a
specific date or a stated event on which distribution of the
amounts deferred under that enrollment form is to be made.
(c) Payment will be made as soon as administratively feasible
after the close of the calendar quarter in which the
distribution event under subsection (a) or (b) above occurred.
5.2 VALUATION OF BENEFIT. The value of the Participant's Account balance
will be determined as of the adjustment date under Section 4.2 that
occurs immediately on or before the date payment is made.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 5
<PAGE> 9
5.3 FORM OF PAYMENT. The Participant, with the Plan Administrator's
consent, may direct distribution of the Participant's Account in one of
the following forms:
(a) A lump sum;
(b) Installments over a period of years as the Plan Administrator
shall determine; or
(c) An annuity for either the life of the Participant or the joint
lives of the Participant and a Beneficiary designated by the
Participant for this purpose. (This annuity shall be the
actuarial equivalent of the Participant's Account balance
determined using the actuarial equivalency factors set by the
Plan Administrator, in its sole discretion. Alternatively, the
Plan Administrator may provide this annuity by purchasing an
annuity with the Participant's Account balance and
distributing the annuity contract to the Participant.)
5.4 FINANCIAL HARDSHIP WITHDRAWALS.
(a) A Participant may apply to the Plan Administrator for a
withdrawal to meet an Unforeseeable Emergency. If the
application is approved, the withdrawal will be effective at
the later of the date specified in the Participant's
application or the date of approval. The approved amount shall
be payable in a lump sum or in another manner consistent with
the emergency need as decided by the Plan Administrator.
(b) A withdrawal cannot exceed the amount necessary to meet the
Unforeseeable Emergency. The Plan Administrator shall not
grant a financial hardship withdrawal to the extent that the
hardship may be relieved:
(1) Through reimbursement of compensation by insurance or
otherwise;
(2) By liquidation of the Participant's assets, to the
extent the liquidation of those assets would not
cause a severe financial hardship; or
(3) By stopping deferrals under this Plan.
(c) If a Participant takes a financial hardship withdrawal, the
Participant's Account shall be appropriately reduced to
reflect the amount withdrawn. The amount withdrawn may not be
repaid.
5.5 DEATH BENEFITS. Upon a Participant's death, the unpaid balance in the
Participant's Account shall be paid to the Participant's Beneficiary in
a lump sum. Any amounts remaining unpaid upon the death of the
Beneficiary shall be paid in a lump sum to the executor or
administrator of the Beneficiary's estate.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 6
<PAGE> 10
5.6 WITHHOLDING. All federal, state and local taxes required to be withheld
from deferred compensation payments shall be withheld from any benefit
payments made under this Plan.
5.7 TAX REPORTING. The Trustee shall furnish Participants or Beneficiaries
with the appropriate tax form or forms reporting the amount of the
payments made to them.
5.8 LOANS. Participants shall not be permitted to borrow from their
Accounts.
ARTICLE 6
PLAN ADMINISTRATION
6.1 POWERS AND DUTIES. The Plan Administrator shall have all the powers,
privileges and immunities granted to the Administrative Committee under
the West Coast Bancorp 401(k) Plan (the "401(k) Plan"), which
provisions are incorporated in this Plan by reference. However, the
Plan Administrator shall have only the duties stated in this Plan. This
Plan specifically does not incorporate by reference the fiduciary
responsibility or liability provisions of the 401(k) Plan.
6.2 CLAIMS PROCEDURES. Claims for benefits under this Plan shall be handled
by the claimant and the Plan Administrator following the claims review
and appeals procedures of the 401(k) Plan.
6.3 ADMINISTRATIVE EXPENSES. Plan expenses shall be apportioned among
Bancorp, the Participating Subsidiaries and individual Participants as
follows:
(a) All "settlor" function expenses shall be paid by Bancorp
unless they are required or requested by one or more
Participating Subsidiaries, in which case they shall be paid
by the Participating Subsidiaries involved. Settlor expenses
are those regarding the design or termination of the Plan, but
which relate solely to the business activities of Bancorp or
one or more of the Participating Subsidiaries. These expenses
include: the costs of any economic analysis or cost evaluation
of alternative plan design features or of a plan termination;
the presentation of such a proposal to a company's Board of
Directors and the completion of the necessary steps to
authorize the formal adoption of that proposal.
(b) Except for the expenses chargeable to Participants under
subsection (d) below, all administrative and operational
expenses, including those required after Bancorp or one or
more of the Participating Subsidiaries has taken action to
implement a settlor function, shall be paid by Bancorp and the
Participating Subsidiaries. These expenses shall include all
those in connection with: the custody, investment or
management of the Trust's assets (including soft dollar
arrangements authorized under Section .28(e) of the Securities
Exchange Act of 1934); recordkeeping; meeting any applicable
reporting and disclosure requirements; maintaining the
tax-deferred status of the Plan and its related Trust,
including consulting fees and documentation and implementation
costs; communicating with Participants; determining benefits;
and preparing and filing the necessary tax withholding forms.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 7
<PAGE> 11
(c) The Plan Administrator shall establish rules and procedures
under which Bancorp and its Participating Subsidiaries shall
pay their pro-rata share of the Plan's administrative expenses
as described in subsections (a) and (b) above.
(d) The following administrative and operational expenses shall be
charged against Participants' Accounts and are payable from
the Trust's assets:
(1) Investment transaction fees, such as brokerage fees
and commissions; and
(2) Expenses related to a particular Participant's
Account, such the expenses for services allowed by
the Plan Administrator upon the request of a
Participant, including special valuation or
accounting expenses.
ARTICLE 7
AMENDMENT AND TERMINATION
7.1 RIGHTS RESERVED. Bancorp's Board of Directors reserves the right to
amend or terminate this Plan at any time without the consent of the
Participants or their Beneficiaries.
7.2 AMENDMENT PROCEDURE. Any amendment shall be in writing, signed on
behalf of Bancorp and made pursuant to a resolution of Bancorp's Board
of Directors.
7.3 EFFECTIVE DATE.
(a) AMENDMENTS. Amendments may be made prospectively or
retroactively, subject to the limitations of Section 7.4.
(b) TERMINATION. Termination of the Plan shall be effective as of
the later of the date specified in the Board of Directors'
resolution or the date the notice of the termination is
provided to the Participants.
7.4 LIMITATIONS. No amendment or termination of the Plan shall directly or
indirectly reduce the balance of any Participant's Account as of the
effective date of that amendment or termination, including any amounts
that are to be credited as of that date.
7.5 EFFECT OF TERMINATION. Upon termination of this Plan, no additional
directors' fees may be deferred under this Plan. Amounts credited to
Participants' Accounts shall continue to be held by the Trustee
according to the Trust, and shall be disbursed at the time and in the
manner provided in this Plan.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 8
<PAGE> 12
ARTICLE 8
GENERAL PROVISIONS
8.1 EFFECT ON 401(K) PLAN. This Plan is not intended to modify any
provision of the 401(k) Plan.
8.2 PROPERTY RIGHTS. Until a Participant's Account is distributable under
the terms of this Plan, the funds credited to that Account shall remain
the sole property of either Bancorp or its Participating Subsidiary and
remain subject to the claims of that company's general creditors.
8.3 UNFUNDED OBLIGATION.
(a) The payment obligation of Bancorp or any Participating
Subsidiary under this Plan is purely contractual and is not
funded or secured in any manner by any asset, pledge or
encumbrance of that company's property.
(b) The amounts credited to Participants' Accounts shall be held
solely under the terms and conditions of the Trust and shall
not be held under any other trust, escrow or similar fiduciary
capacity.
(c) Bancorp or a Participating Subsidiary is liable for payments
to a Participant only to the extent that the compensation
deferred was earned while the Participant was a director of
that particular company. Bancorp and its Participating
Subsidiaries are not jointly or jointly and severally liable
for the payment of benefits under this Plan.
8.4 PARTICIPANTS' AND BENEFICIARIES' RIGHTS. Participants' Accounts are
established and maintained merely for the purpose of recording
Bancorp's or a Participating Subsidiary's unsecured contractual
obligation to pay deferred compensation under this Plan. Participants
and Beneficiaries shall have no right, title or interest in or to any
funds in their Accounts except as general unsecured creditors of
Bancorp or a Participating Subsidiary, as applicable.
8.5 NO GUARANTEE OF TENURE. The adoption and maintenance of the Plan shall
not be deemed to:
(a) Give any Participant the right to be retained as a director of
Bancorp or a Participating Subsidiary;
(b) Interfere with any rights Bancorp or a Participating
Subsidiary otherwise has to terminate any director's service,
or with any rights a Participant otherwise has to terminate
service as a director; or
(c) Otherwise be deemed as a contract of employment between
Bancorp or a Participating Subsidiary and any Participant.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 9
<PAGE> 13
8.6 BENEFITS PROVIDED SOLELY UNDER THE PLAN. Neither the establishment or
modification of the Plan, the creation of any Account, nor the payment
of any benefits shall be construed as giving any Participant or any
other person any legal or equitable right against the Trustee, Bancorp,
any Participating Subsidiary or any of their officers or employees,
except as provided in this Plan.
8.7 BENEFITS NOT ASSIGNABLE. Participants' Accounts shall not be
considered assets of the Participants under state law or
federal bankruptcy law. Participants and Beneficiaries shall
not have any right to alienate, anticipate, pledge, encumber
or assign any of the benefits, payments or proceeds payable
under the terms of this Plan. None of the benefits, payments,
proceeds, claims or rights of any Participant or Beneficiary
shall be subject to any claim of, or subject to attachment,
garnishment or other legal process by, any creditor of a
Participant or Beneficiary.
8.8 PARTICIPATING SUBSIDIARIES.
(a) Every Participating Subsidiary is bound by the terms and
conditions of this Plan and the Trust, except to the extent
agreed upon in writing with Bancorp (with respect to the Plan)
or Bancorp and the Trustee (with respect to the Trust).
(b) Continued participation in this Plan is conditioned on the
Participating Subsidiary:
(1) Providing Bancorp and the Plan Administrator with any
information or documentation necessary or desirable
for Plan administration or legal compliance; and
(2) Paying its proportionate share of any Plan or Trust
expenses not charged against Participants' Accounts.
(c) Bancorp shall have the sole authority to amend or terminate
this Plan and may do so without prior notice to, or the
consent of, any Participating Subsidiary.
(d) A Participating Subsidiary may withdraw from this Plan at any
time by giving written notice of its withdrawal to Bancorp,
the Plan Administrator and the Trustee. Upon the withdrawal,
no further directors' fees may be deferred under this Plan by
Participants who are directors of the withdrawing
Participating Subsidiary.
(e) Bancorp is under no obligation to any Participating Subsidiary
to continue to maintain this Plan.
8.9 BINDING EFFECT. The terms and conditions of this Plan, including any
amendments, shall be binding upon Bancorp, the Participating
Subsidiaries, the Trustee, all Participants and Beneficiaries and the
respective heirs, assigns and legal representatives of these parties,
including any assignee or successor in interest to Bancorp or a
Participating Subsidiary, whether by merger, consolidation or the sale
of substantially all of that company's assets.
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 10
<PAGE> 14
8.10 GOVERNING LAWS. This Plan shall be construed and its validity
determined according to the laws of the State of Oregon to the extent
not preempted by federal law.
8.11 COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall be deemed an original, and no other counterpart
need be produced.
WEST COAST BANCORP
By
-----------------------------
Title
-------------------------
DIRECTORS' DEFERRED COMPENSATION PLAN - PAGE 11
<PAGE> 15
ADDENDUM
to the
WEST COAST BANCORP
DIRECTORS' DEFERRED COMPENSATION PLAN
The Participating Subsidiaries are:
The Bank of Newport April 1, 1996
The Commercial Bank April 1, 1996
The Valley Commercial Bank April 1, 1996
<PAGE> 1
EXHIBIT 99.3
WEST COAST BANCORP
EXECUTIVES' DEFERRED COMPENSATION PLAN
EFFECTIVE: JANUARY 1, 1996
Law Office of
Vincent P. Cacciottoli, P.C.
Portland, Oregon
<PAGE> 2
WEST COAST BANCORP
EXECUTIVES' DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE 1
PURPOSE Page
----
<S> <C>
1.1 Executive Retirement Benefits................................................................................ 1
1.2 ERISA Exemption.............................................................................................. 1
1.3 Effective Date............................................................................................... 1
ARTICLE 2
DEFINITIONS
2.1 Account...................................................................................................... 1
2.2 Beneficiary.................................................................................................. 2
2.3 Code......................................................................................................... 2
2.4 401(k) Plan.................................................................................................. 2
2.5 Key Executive................................................................................................ 2
2.6 Participant.................................................................................................. 2
2.7 Participating Subsidiary..................................................................................... 2
2.8 Plan......................................................................................................... 2
2.9 Plan Administrator........................................................................................... 2
2.10 Plan Year.................................................................................................... 2
2.11 Trust........................................................................................................ 2
2.12 Trustee ..................................................................................................... 2
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1 Participation Criteria....................................................................................... 3
3.2 Duration of Key Executive Status............................................................................. 3
3.3 Notice to Key Executives..................................................................................... 3
3.4 Enrollment................................................................................................... 3
3.5 Duration of Deferral Elections............................................................................... 4
3.6 Modification and Revocation of Elections..................................................................... 4
</TABLE>
i
<PAGE> 3
<TABLE>
ARTICLE 4
PARTICIPANT ACCOUNTS
<S> <C>
4.1 Maintenance of Accounts...................................................................................... 4
4.2 Adjustments to Accounts...................................................................................... 4
4.3 Account Investment .......................................................................................... 4
4.4 Trust Assets................................................................................................. 5
4.5 Employer Contributions....................................................................................... 5
4.6 Vesting...................................................................................................... 5
4.7 Participants' Rights......................................................................................... 5
ARTICLE 5
BENEFIT DISTRIBUTIONS
5.1 Time for Payment............................................................................................. 5
5.2 Valuation of Benefit......................................................................................... 6
5.3 Form of Payment.............................................................................................. 6
5.4 Forfeiture of Nonvested Amounts.............................................................................. 6
5.5 Financial Hardship Withdrawals............................................................................... 6
5.6 Death Benefits............................................................................................... 7
5.7 Withholding.................................................................................................. 7
5.8 Tax Reporting................................................................................................ 7
5.9 Loans........................................................................................................ 7
ARTICLE 6
PLAN ADMINISTRATION
6.1 Powers and Duties............................................................................................ 7
6.2 Claims Procedures............................................................................................ 8
6.3 Administrative Expenses...................................................................................... 8
ARTICLE 7
AMENDMENT AND TERMINATION
7.1 Rights Reserved.............................................................................................. 8
7.2 Amendment Procedure.......................................................................................... 8
7.3 Effective Date............................................................................................... 8
7.4 Limitations.................................................................................................. 8
7.5 Effect of Termination........................................................................................ 8
ARTICLE 8
GENERAL PROVISIONS
8.1 Effect on 401(k) Plan........................................................................................ 9
8.2 Property Rights.............................................................................................. 9
</TABLE>
ii
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<TABLE>
<S> <C>
8.3 Unfunded Obligation.......................................................................................... 9
8.4 Participants' and Beneficiaries' Rights...................................................................... 9
8.5 Benefits Provided Solely Under the Plan...................................................................... 9
8.6 No Guarantee of Employment................................................................................... 9
8.7 Benefits Not Assignable...................................................................................... 10
8.8 Participating Subsidiaries................................................................................... 10
8.9 Binding Effect............................................................................................... 11
8.10 Governing Laws............................................................................................... 11
8.11 Counterparts................................................................................................. 11
SIGNATURE PAGE..................................................................................................... 11
</TABLE>
iii
<PAGE> 5
WEST COAST BANCORP
EXECUTIVES' DEFERRED COMPENSATION PLAN
Effective as of January 1, 1996
This document, signed on December____, 1995 by West Coast Bancorp, a corporation
organized under the laws of the State of Oregon and registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended ("Bancorp"), sets
forth the terms of the West Coast Bancorp Executives' Deferred Compensation Plan
(the "Plan"), effective as of January 1, 1996.
ARTICLE 1
PURPOSE
1.1 EXECUTIVE RETIREMENT BENEFITS. Bancorp has established this Plan for
the benefit of its Key Executives and those of its Participating
Subsidiaries. This Plan is primarily intended to allow these executives
to save toward their retirement on a tax-deferred basis through
voluntary salary reduction contributions. Bancorp anticipates that
offering this deferred compensation arrangement will assist it and its
subsidiaries in attracting, rewarding and retaining high-quality
executive talent.
1.2 ERISA EXEMPTION. 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 the Employee Retirement Income Security Act of 1974. The provisions
of the Plan shall be interpreted and administered according to this
intention.
1.3 EFFECTIVE DATE. This Plan is effective January 1, 1996.
ARTICLE 2
DEFINITIONS
Words and phrases that appear in this Plan with initial capital letters
signify defined terms with the meanings given in this section. Words
appearing in the following definitions which are themselves defined
terms are also indicated by initial capital letters.
2.1 ACCOUNT 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.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 1
<PAGE> 6
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. A beneficiary
designation must be received by the Plan Administrator before the
Participant's death to be effective. 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 shall be the default beneficiary under the 401(k) Plan. These
provisions shall apply even though 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.
2.4 401(K) PLAN means the West Coast Bancorp 401(k) Plan, as amended.
2.5 KEY EXECUTIVE means any executive of Bancorp or one of its
Participating Subsidiaries who has been designated under Section 3.1 as
being eligible to defer compensation under this Plan.
2.6 PARTICIPANT means a member of the Board of Directors of Bancorp or of
any of its Participating Subsidiaries who has elected to participate in
this Plan.
2.7 PARTICIPATING SUBSIDIARY means any subsidiary of Bancorp that adopts
this Plan with Bancorp's consent. The current Participating
Subsidiaries are identified in the Addendum attached to this Plan.
2.8 PLAN means the West Coast Bancorp Executives' Deferred Compensation
Plan, the terms and conditions of which are contained solely in this
document and any written amendments to it.
2.9 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.
2.10 PLAN YEAR means the calendar year.
2.11 TRUST means the "West Coast Bancorp Deferred Compensation Trust,"
established under the trust agreement dated May 16, 1991, between
Bancorp, acting as grantor, and Pacific Northwest Trust Co., acting as
trustee and amended and restated with West Coast Trust acting as
successor trustee.
2.12 TRUSTEE means West Coast Trust or any successor trustee of the Trust.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 2
<PAGE> 7
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1 PARTICIPATION CRITERIA. The Board of Directors of each company
participating in this Plan shall from time to time designate its
company's Key Executives. A Board's decision shall be final, except
that the Plan Administrator may overrule the designation of any Key
Executive if, in the sole discretion of the Plan Administrator,
allowing that executive to participate in the Plan would jeopardize the
Plan's status as a top hat plan (see Section 1.2).
3.2 DURATION OF KEY EXECUTIVE STATUS. An executive's designation as a Key
Executive will continue in effect until:
(a) The termination of his or her employment with the company that
designated him or her as a Key Executive;
(b) The Board of Directors that designated him or her as a Key
Executive revokes that designation; or
(c) The Plan Administrator, in its sole discretion, determines
that allowing the executive to continue deferring compensation
under this Plan would jeopardize the Plan's status as a top
hat plan (see Section 1.2).
3.3 NOTICE TO KEY EXECUTIVES. The Plan Administrator shall notify each Key
Executive of his or her ability to participate in this Plan. This
notification will be given upon the executive's initial designation as
a Key Executive and, thereafter, before the beginning of each Plan
Year.
3.4 ENROLLMENT. To participate in this Plan, Key Executives may elect to
defer any portion of their compensation by completing an enrollment
form provided by the Plan Administrator as follows:
(a) ANNUAL ENROLLMENT. Before the beginning of each Plan Year,
each Key Executive 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 an executive is designated as a Key
Executive after the Plan Year has begun, that executive has 30
days after the date he or she is notified of the designation
to file an enrollment form for the balance of the Plan Year.
The deferral election will be effective for compensation
earned after the date the enrollment form is filed.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 3
<PAGE> 8
3.5 DURATION OF DEFERRAL ELECTIONS. The deferral election stated in a
Participant's enrollment form will remain in effect until the end of
the applicable Plan Year unless modified or revoked in writing by the
Participant under Section 3.6.
3.6 MODIFICATION AND REVOCATION OF ELECTIONS.
(a) As each April 1, July 1 or October 1, Participants may
prospectively change the amount of their compensation that
will be deferred under this Plan for the remainder of the Plan
Year, provided a new enrollment form is filed with the Plan
Administrator at least 15 days in advance.
(b) Participants may completely revoke a deferral election at any
time by filing a new enrollment form with the Plan
Administrator. The revocation will be effective as of the
beginning of the next pay period after its receipt by the Plan
Administrator, or as soon as administratively feasible
afterwards. Participants who revoke their elections may not
re-enroll during the remaining portion of the Plan Year.
ARTICLE 4
PARTICIPANT ACCOUNTS
4.1 MAINTENANCE OF ACCOUNTS. The Plan Administrator shall maintain, or
caused 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, distributions made to the
Participant or the Participant's Beneficiaries and any transfers to the
401(k) Plan under Section 5.6 below.
4.2 ADJUSTMENTS TO ACCOUNTS. 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.
4.3 ACCOUNT INVESTMENT. Accounts shall be invested by the Trustee as
directed by each Participant under the provisions of the Trust.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 4
<PAGE> 9
4.4 TRUST ASSETS.
(a) The compensation deferred under this Plan will be remitted to
the Trustee by Bancorp or the Participating Subsidiary, as
applicable, as soon as administratively feasible after the
date that compensation would have ordinarily been paid to the
Participant in cash.
(b) All amounts credited to Participants' Accounts shall be held
in the Trust separate and apart from the other funds of
Bancorp or its Participating Subsidiaries. The Trust assets
shall be used exclusively for the purposes of this Plan, but
shall be subject to the claims of Bancorp's or a Participating
Subsidiary's general creditors upon that company's insolvency
or bankruptcy.
4.5 EMPLOYER CONTRIBUTIONS. To the extent a Participant's deferrals under
this Plan would cause a reduction in the employer contributions that
would have been allocated to the Participant under the 401(k) Plan, the
Participant's employer shall make the same contribution under this
Plan.
4.6 VESTING. Participants' interests in their Accounts that are derived
from their own deferred compensation shall be nonforfeitable at all
times. The portion of Participants' Accounts derived from employer
matching contributions under Section 4.5 shall be subject to the same
vesting provisions as under 401(k) Plan.
4.7 PARTICIPANTS' RIGHTS. Participants' Accounts are established and
maintained merely to record Bancorp's or a Participating Subsidiary's
unsecured contractual obligation to pay deferred compensation under
this Plan. Participants and Beneficiaries shall have no right, title or
interest in or to any funds in their Accounts except as general
unsecured creditors of Bancorp or a Participating Subsidiary, as
applicable.
ARTICLE 5
BENEFIT DISTRIBUTIONS
5.1 TIME FOR PAYMENT.
(a) Except as provided in subsection (b) below, payment of the
vested balance of the Participant's Account shall be made
following the Participant's termination of employment with
Bancorp and with any Participating Subsidiary.
(b) A Participant may elect, on an enrollment form, either a
specific date or a stated event on which distribution of the
Participant's Account is to be made after the close of the
calendar quarter in which the Participant terminates
employment. However, if the amount of the payment cannot be
determined by the date payment is due, payment shall commence
no later than 60 days after the amount is ascertained.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 5
<PAGE> 10
(c) Payment will be made as soon as administratively feasible.
5.2 VALUATION OF BENEFIT. The value of the Participant's vested Account
balance will be determined as of the adjustment date under Section 4.2
that occurs immediately on or before the date payment is to be made.
5.3 FORM OF PAYMENT. The Participant, with the Plan Administrator's
consent, shall direct distribution of the Participant's Account in one
of the following forms:
(a) A lump sum;
(b) Installments over a period of years as the Plan Administrator
shall determine; or
(c) An annuity for either the life of the Participant or the joint
lives of the Participant and a Beneficiary designated by the
Participant for this purpose. (This annuity shall be the
actuarial equivalent of the Participant's Account balance
determined using the actuarial equivalency factors set by the
Plan Administrator, in its sole discretion. Alternatively, the
Plan Administrator may provide this annuity by purchasing an
annuity with the Participant's Account balance and
distributing the annuity contract to the Participant.)
5.4 FORFEITURE OF NONVESTED AMOUNTS. The nonvested portion of a
Participant's Account is forfeited immediately upon termination of
employment. The Trustee shall promptly remit the amount forfeited to
the Participant's employer.
5.5 FINANCIAL HARDSHIP WITHDRAWALS.
(a) A Participant may apply to the Plan Administrator for a
withdrawal to meet a financial hardship. If the application is
approved, the withdrawal will be effective at the later of the
date specified in the Participant's application or the date of
approval. The approved amount shall be payable in a lump sum
or in another manner consistent with the emergency need as
decided by the Plan Administrator.
(b) A "financial hardship" is:
(1) A sudden and unexpected illness or accident of the
Participant or the Participant's dependent (as
defined in Code Section 152(a));
(2) A property casualty loss; or
(3) A similar extraordinary and unforeseeable
circumstance caused by events beyond the
Participant's control.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 6
<PAGE> 11
The circumstances that constitute a financial hardship depend upon the
facts of each case, but, in any case, shall not include the need to pay
college tuition for the Participant's dependents or the desire to
purchase a home.
(c) A withdrawal cannot exceed the amount necessary to meet the
financial hardship. The Plan Administrator shall not grant a
financial hardship withdrawal to the extent that the hardship
may be relieved:
(1) Through reimbursement of compensation by insurance or
otherwise;
(2) By liquidation of the Participant's assets, to the
extent the liquidation of those assets would not
cause a severe financial hardship; or
(3) By stopping deferrals under this Plan.
(d) If a Participant takes a financial hardship withdrawal, the
Participant's Account shall be appropriately reduced to
reflect the amount withdrawn. The amount withdrawn may not be
repaid.
5.6 DEATH BENEFITS. Upon a Participant's death, the unpaid balance in the
Participant's Account shall be paid to the Participant's Beneficiary in
a lump sum or, if applicable, as designated by the Participant under
Section 5.3 above (reduced by the payments previously made to the
Participant). If installment payments are being made, any amounts
remaining unpaid upon the death of the Beneficiary shall be paid in a
lump sum to the executor or administrator of the Beneficiary's estate.
5.7 WITHHOLDING. All federal, state and local taxes required to be withheld
from deferred compensation paid to employees shall be withheld from any
benefit payments made under this Plan.
5.8 TAX REPORTING. The Trustee shall furnish Participants or Beneficiaries
with the appropriate tax form or forms reporting the amount of the
payments made to them.
5.9 LOANS. Participants shall not be permitted to borrow from their
Accounts.
ARTICLE 6
PLAN ADMINISTRATION
6.1 POWERS AND DUTIES. The Plan Administrator shall have all the powers,
privileges and immunities granted to the Administrative Committee under
the 401(k) Plan, which provisions are incorporated in this Plan be
reference. However, the Plan Administrator shall have only the duties
stated in this Plan. This Plan specifically does not incorporate by
reference the fiduciary responsibility or liability provisions of the
401(k) Plan.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 7
<PAGE> 12
6.2 CLAIMS PROCEDURES. Claims for benefits under this Plan shall be handled
by claimant and the Plan Administrator following the claims review and
appeals procedures of the 401(k) Plan.
6.3 ADMINISTRATIVE EXPENSES. The Plan Administrator shall establish rules
and procedures under which Bancorp and its Participating Subsidiaries
shall pay their pro rata share of the Plan's routine administrative
expenses . However, any extraordinary administrative expenses with
respect to a Participant's Account, such as the need to perform a
special valuation of the Account's value, shall be paid from the
Trust's assets and charged against the Participant's Account.
ARTICLE 7
AMENDMENT AND TERMINATION
7.1 RIGHTS RESERVED. Bancorp's Board of Directors reserves the right to
amend or terminate this Plan at any time without the consent of the
Participants or their Beneficiaries.
7.2 AMENDMENT PROCEDURE. Any amendment shall be in writing, signed on
behalf of Bancorp and made pursuant to a resolution of Bancorp's Board
of Directors.
7.3 EFFECTIVE DATE.
(a) AMENDMENTS. Amendments may be made prospectively or
retroactively, subject to the limitations of Section 7.4.
(b) TERMINATION. Termination of the Plan shall be effective as of
the later of the date specified in the Board of Directors'
resolution or the date the notice of the termination is
provided to the Participants.
7.4 LIMITATIONS. No amendment or termination of the Plan shall directly or
indirectly reduce the balance of any Participant's Account as of the
effective date of that amendment or termination, including any amounts
that are to be credited as of that date.
7.5 EFFECT OF TERMINATION. Upon termination of this Plan, no additional
compensation may be deferred under this Plan. Amounts credited to
Participants' Accounts shall continue to be held by the Trustee
according to the Trust, and shall be disbursed at the time and in the
manner provided in this Plan.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 8
<PAGE> 13
ARTICLE 8
GENERAL PROVISIONS
8.1 EFFECT ON 401(K) PLAN. This Plan is not intended to modify any
provision of the 401(k) Plan.
8.2 PROPERTY RIGHTS. Until a Participant's Account is distributable under
the terms of this Plan, the funds credited to that Account shall remain
the sole property of either Bancorp or its Participating Subsidiary and
remain subject to the claims of that company's general creditors.
8.3 UNFUNDED OBLIGATION.
(a) The payment obligation of Bancorp or any Participating
Subsidiary under this Plan is purely contractual and is not
funded or secured in any manner by any asset, pledge or
encumbrance of that company's property.
(b) The amounts credited to Participants' Accounts shall be held
solely under the terms and conditions of the Trust and shall
not be held under any other trust, escrow or similar fiduciary
capacity.
(c) Bancorp or a Participating Subsidiary is liable for payments
to a Participant only to the extent that the compensation
deferred was earned while the Participant was an employee of
that particular company. Bancorp and its Participating
Subsidiaries are not jointly or jointly and severally liable
for the payment of benefits under this Plan.
8.4 PARTICIPANTS' AND BENEFICIARIES' RIGHTS. Participants' Accounts are
established and maintained merely for the purpose of recording
Bancorp's or a Participating Subsidiary's unsecured contractual
obligation to pay deferred compensation under this Plan. Participants
and Beneficiaries shall have no right, title or interest in or to any
funds in their Accounts except as general unsecured creditors of
Bancorp or a Participating Subsidiary, as applicable.
8.5 BENEFITS PROVIDED SOLELY UNDER THE PLAN. Neither the establishment or
modification of the Plan, the creation of any Account, nor the payment
of any benefit shall be construed as giving any Participant or any
other person any legal or equitable right against the Trustee, Bancorp,
any Participating Subsidiary or any of their officers or employees,
except as provided in this Plan.
8.6 NO GUARANTEE OF EMPLOYMENT. The adoption and maintenance of the Plan
shall not be deemed to:
(a) Give any Participant the right to be retained as an employee
of Bancorp or a Participating Subsidiary;
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 9
<PAGE> 14
(b) Interfere with any rights Bancorp or a Participating
Subsidiary otherwise has to terminate any Participant's
employment;
(c) Interfere with any rights a Participant otherwise has to
terminate employment; or
(d) Otherwise be deemed as an express or implied employment
contract.
8.7 BENEFITS NOT ASSIGNABLE. Participants' Accounts shall not be considered
assets of the Participants under state law or federal bankruptcy law.
Participants and Beneficiaries shall not have any right to alienate,
anticipate, pledge, encumber or assign any of the benefits payable
under this Plan. Participant's Accounts shall not be subject to any
claim of, or subject to attachment, garnishment or other legal process
by, any creditor of a Participant or Beneficiary.
8.8 PARTICIPATING SUBSIDIARIES.
(a) Every Participating Subsidiary is bound by the terms and
conditions of this Plan and the Trust, except to the extent
agreed upon in writing with Bancorp (with respect to the Plan)
or Bancorp and the Trustee (with respect to the Trust).
(b) Continued participation in this Plan is conditioned on the
Participating Subsidiary:
(1) Providing Bancorp and the Plan Administrator with any
information or documentation necessary or desirable
for Plan administration or legal compliance; and
(2) Paying its proportionate share of any Plan or Trust
expenses not charged against Participants' Accounts.
(c) Bancorp shall have the sole authority to amend or terminate
this Plan and may do so without prior notice to, or the
consent of, any Participating Subsidiary.
(d) A Participating Subsidiary may withdraw from this Plan at any
time by giving written notice of its withdrawal to Bancorp,
the Plan Administrator and the Trustee. Upon the withdrawal,
no further compensation may be deferred under this Plan by
Participants who are directors of the withdrawing
Participating Subsidiary.
(e) Bancorp is under no obligation to any Participating Subsidiary
to continue to maintain this Plan.
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 10
<PAGE> 15
8.9 BINDING EFFECT. The terms and conditions of this Plan, including any
amendments, shall be binding upon Bancorp, the Trustee, Participating
Subsidiaries, Participants and Beneficiaries and the respective heirs,
assigns and legal representatives of these parties, including any
assignee or successor in interest to Bancorp or a Participating
Subsidiary, whether by merger, consolidation or the sale of
substantially all of that company's assets.
8.10 GOVERNING LAWS. This Plan shall be construed and its validity
determined Oregon law to the extent not preempted by federal law.
8.11 COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall be deemed an original, and no other counterpart
need be produced.
WEST COAST BANCORP
By
-----------------------
Title
---------------------
EXECUTIVES' DEFERRED COMPENSATION PLAN - PAGE 11
<PAGE> 16
ADDENDUM
to the
WEST COAST BANCORP
EXECUTIVES' DEFERRED COMPENSATION PLAN
The Participating Subsidiaries are:
The Bank of Newport January 1, 1996
The Commercial Bank January 1, 1996
The Valley Commercial Bank January 1, 1996
