WEST COAST BANCORP /NEW/OR/, S-8, 1996-08-07

WEST COAST BANCORP /NEW/OR/
S-8, 1996-08-07
STATE COMMERCIAL BANKS

Previous: LAFARGE CORP, 8-K, 1996-08-07

Next: FIDELITY ADVISOR SERIES IV, 485B24E, 1996-08-07

<PAGE> 1
Please contact the undersigned at (206) 340-9648, or Christi Muoneke,
Esq. at (206) 340-9634, should you have any questions regarding this filing.
Thank you.

Very truly yours,

GRAHAM & DUNN, P.C.

/s/ Stephen M. Klein
----------------------
Stephen M. Klein, Esq.

Attchs.
SMK:CM:dtz

cc: West Coast Bancorp
The Nasdaq Stock Market
Arthur Andersen LLP
<PAGE> 2
As Filed with the Securities and Exchange Commission on August 7, 1996

Registration No. 333-

- ------------------------------------------------------------------------------

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)

VANCOUVER BANCORP INCENTIVE STOCK OPTION AND
NONSTATUTORY STOCK OPTION PLAN

VANCOUVER BANCORP EMPLOYEE STOCK OPTION PLAN
(Full title of each plan)

Please send copies of all communications to:

RODNEY B. TIBBATTS STEPHEN M. KLEIN, ESQ.
Co-President and Co-Cheif Executive Officer Graham & Dunn, P.C.
West Coast Bancorp 1420 Fifth Avenue
5335 S.W. Meadows Road, Suite 201 33rd Floor
Lake Oswego, Oregon 97035 Seattle, Washington 98101
(503) 684-0884 (206) 624-8300

(Name, address including zip code, telephone number
including area code, of agent for service)

<PAGE> 3
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 Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
No par value 115,000 Shares(2) $19.125 $2,199,375.00 $758.41
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee; pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), the price per share is
estimated to be $19.125, based on the average of the high ($19.25) and
low ($19.00) trading prices of the common stock, no par value per share
("Common Stock"), of West Coast Bancorp (the "Registrant"), as reported
on The Nasdaq Stock Market on August 1, 1996.

(2) Of this number, 47,266 shares of Common Stock are issuable upon
exercise of options outstanding under the Vancouver Bancorp Incentive
Stock Option and Nonstatutory Stock Option Plan, and 66,134 shares of
Common Stock are issuable upon exercise of options outstanding under
the Vancouver Bancorp Employee Stock Option Plan (collectively, the
"Plans"); together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved for
issuance under the Plans as a result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock, as
provided in Rule 416(a) under the Securities Act.
<PAGE> 4
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, 1995, 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 and 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 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
<PAGE> 5
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.

Exhibit No. Description

5.1 Opinion of Graham & Dunn, P.C. regarding legality of the Common Stock
being registered

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Graham & Dunn, P.C. (included in opinion filed as Exhibit
5.1)

24.1 Power of Attorney (see the Signature Page and certified resolutions of
the Registrant's Board of Directors)

99.1 Vancouver Bancorp Incentive Stock Option and Nonstatutory Stock Option
Plan

99.2 Form of Incentive Stock Option Agreement

99.3 Form of Nonstatutory Stock Option Agreement

99.4 Vancouver Bancorp Employee Stock Option Plan

99.5 Form of Stock Option Agreement (Incentive)

99.6 Form of Stock Option Agreement (Nonqualified)

4
<PAGE> 6
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
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,

5
<PAGE> 7
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> 8
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 25th day of July,
1996.

WEST COAST BANCORP

By /s/ Rodney B. Tibbatts
-------------------------------------------
Rodney B. Tibbatts
Co-President and Co-Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes
and appoints Victor L. Bartruff, Rodney B. Tibbatts, Donald A. Kalkofen and Cora
A. Hallauer, 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 25th day of July, 1996.

Signature Title

/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

/s/ Lester D. Green Chairman of the Board
- --------------------------
Lester D. Green

7
<PAGE> 9
/s/ Gary D. Putnam Vice Chairman of the Board
- --------------------------
Gary D. Putnam

/s/ Lloyd D. Ankeny Director
- --------------------------
Lloyd D. Ankeny

- -------------------------- Director
Phillip G. Bateman

/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

/s/ Robert D. Morrison Director
- --------------------------
Robert D. Morrison

/s/ J. F. Ouderkirk Director
- --------------------------
J. F. Ouderkirk

/s/ James J. Pomajevich Director
- --------------------------
James J. Pomajevich

8
<PAGE> 10
RESOLUTIONS OF
THE BOARD OF DIRECTORS
OF
WEST COAST BANCORP

(FOR MEETING OF JULY 25, 1996)

RECITALS

[VANCOUVER BANCORP STOCK OPTION PLANS]

1. On July 1, 1996, Vancouver Bancorp, a Washington corporation and
bank holding company ("VB"), merged with and into HB Acquisition Corporation
("HB"), a Washington corporation and wholly owned subsidiary of West Coast
Bancorp, an Oregon corporation and bank holding company ("Bancorp"), under the
terms of a Plan and Agreement of Reorganization and Merger (the "Merger
Agreement") among Bancorp, HB and VB dated as of February 15, 1996.

2. On the effective date of the merger (July 1, 1996), a total of
13,139 and 18,384 shares, respectively, of VB common stock, $1.00 par value per
share, were subject to outstanding options under VB's Incentive Stock Option and
Nonstatutory Stock Option Plan (the "1992 Plan") and under VB's Employee Stock
Option Plan (the "1989 Plan," both plans collectively, the "VB Plans"). The
purpose of each of the VB Plans was to promote the interests of VB and its
shareholders by providing additional incentives to key officers and directors in
the form of options to acquire VB's common stock, thereby strengthening VB's
ability to attract and retain such personnel and maintaining their personal and
proprietary interest in VB's continued success and progress.

3. Pursuant to Section 1.3.7 of the Merger Agreement, all 31,523 shares
of VB common stock subject to unexercised options at the effective time of the
merger were automatically converted into options to purchase 113,400 shares of
Bancorp common stock, no par value per share, based on the merger exchange ratio
of 3.5974 shares of Bancorp common stock for each share of VB common stock. No
further options will be granted under either of the VB Plans.

4. Bancorp now wishes to register the shares of Bancorp common stock
issuable upon exercise of outstanding options under the Plans with the
Securities and Exchange Commission (the "SEC"), and to comply with applicable
state blue sky laws. The Board of Directors has reviewed the draft registration
statement on Form S-8 ("Registration Statement") presented at this meeting and
attached as Exhibit A to these Resolutions, and deems it appropriate and in the
best interests of Bancorp to take the actions necessary to register the shares
of Bancorp common stock required to satisfy all converted VB options originally
issuable under the Plans, and to comply with all state blue sky laws applicable
to the Plan.

-1-
<PAGE> 11
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, the Registration Statement and any necessary amendments
thereto, in substantially the form presented at this meeting, to cause the
shares of Bancorp common stock issuable pursuant to the Plans to be properly
registered or otherwise exempt from registration.

[POWER OF ATTORNEY]

2. The proper officers of Bancorp are hereby authorized to execute a
Power of Attorney for the Registration Statement appointing Rodney B. Tibbatts,
Victor L. Bartruff, Donald A. Kalkofen or Cora A. Hallauer to sign the
Registration Statement and all amendments and related documents on behalf of
Bancorp, and to file the same with the SEC.

[GENERAL]

3. 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.

4. For purposes of the foregoing Resolution, the proper officers of
Bancorp are Rodney B. Tibbatts, Victor L. Bartruff, Donald A. Kalkofen and Cora
A. Hallauer, each with full power to act alone.

-2-
<PAGE> 12
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
25th day of July, 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 25th day of July, 1996.

/s/ Cora A. Hallauer
-----------------------------
Cora A. Hallauer
Secretary, West Coast Bancorp
<PAGE> 13
INDEX OF EXHIBITS

Exhibit No. Description

5.1 Opinion of Graham & Dunn, P.C. regarding legality of the Common Stock
being registered

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Graham & Dunn, P.C. (included in opinion filed as Exhibit
5.1)

24.1 Power of Attorney (see the Signature Page and certified resolutions of
the Registrant's Board of Directors)

99.1 Vancouver Bancorp Incentive Stock Option and Nonstatutory Stock Option
Plan

99.2 Form of Incentive Stock Option Agreement

99.3 Form of Nonstatutory Stock Option Agreement

99.4 Vancouver Bancorp Employee Stock Option Plan

99.5 Form of Stock Option Agreement (Incentive)

99.6 Form of Stock Option Agreement (Nonqualified)

<PAGE> 1
EXHIBIT 5.1

[LETTERHEAD OF GRAHAM & DUNN, P.C.]

August 7, 1996

The Board of Directors
West Coast Bancorp
5335 S.W. Meadows Road, Suite 201
Lake Oswego, Oregon 97035

RE: LEGAL OPINION REGARDING VALIDITY OF SECURITIES OFFERED

Gentlemen:

We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission (the "Commission") with respect to 115,000
shares of common stock, no par value per share (the "Shares"), of West Coast
Bancorp, an Oregon corporation ("Bancorp") authorized for issuance under the
Vancouver Bancorp Incentive Stock Option and Nonstatutory Stock Option Plan,
and the Vancouver Bancorp Employee Stock Option Plan (collectively, the
"VB Plans").

In connection with the offering of the Shares, we have examined the
following: (i) the VB Plans, which are filed as Exhibits 99.1 and 99.4,
respectively, to the Registration Statement; (ii) the Registration Statement,
including the remainder of the exhibits; and (iii) such other documents as we
have deemed necessary to form the opinions hereinafter expressed. As to various
questions of fact material to such opinions, where relevant facts were not
independently established, we have relied upon statements of officers of
Bancorp.

Our opinion assumes that the Shares are issued in accordance with the
terms of the respective Plans after the Registration Statement has become
effective under the Act.

Based upon and subject to the foregoing, we are of the opinion that the
Shares, or any portion thereof, to the extent such Shares represent original
issuances by Bancorp, have been duly authorized and that, upon the due execution
by Bancorp and the registration by its registrars of the Shares, issuance
thereof by Bancorp and receipt of the consideration therefor in accordance with
the terms of the Plan, the Shares will be validly issued, fully paid, and
nonassessable.
<PAGE> 2
West Coast Bancorp
August 7, 1996
Page 2

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. This consent shall not be construed to cause us to be in
the category of persons whose consent is required to be filed pursuant to
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.

Very truly yours,

/s/ Graham & Dunn
-------------------
GRAHAM & DUNN, P.C.

<PAGE> 1
EXHIBIT 23.1

Consent of Independent Public 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 Vancouver Bancorp Incentive Stock Option and Nonstatutory Stock
Option Plan and Vancouver Bancorp Employee Stock Option Plan of our reports
dated January 30, 1996 incorporated by reference in West Coast Bancorp's Form
10-K for the year ended December 31, 1995 and to all references to our firm
included in this registration statement.

/s/ ARTHUR ANDERSEN LLP

Portland, Oregon
August 6, 1996

<PAGE> 1
EXHIBIT 99.1

BANK OF VANCOUVER

INCENTIVE STOCK OPTION AND
NONSTATUTORY STOCK OPTION PLAN

1. Purpose and Scope

The purpose of this Plan is to promote the interests of the Company and
its shareholders by strengthening its ability to attract and retain key officers
and directors by furnishing additional incentives whereby such present and
future officers, key employees, and directors may be encouraged to acquire, or
to increase their acquisition of, the Company's common stock, thus maintaining
their personal and proprietary interest in the company's continued success and
progress. The Plan provides for the grant of Incentive Stock Options and the
grant of Nonstatutory Stock Options in accordance with the terms and conditions
set forth below. This Plan does not affect, change, alter, amend, or revoke any
previous or existing incentive stock option or nonstatutory stock option plan
executed on or before the effective date of this Plan.

2. Definitions

Unless otherwise required by the context:

2.01. "Board" shall mean the Board of Directors of the
Company.

2.02. "Committee" shall mean the Stock Option Plan Committee,
which consists of three members appointed by the Board.

2.03. "Company" shall mean Bank of Vancouver, a Washington
banking association, and any subsidiary corporation.

2.04. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

2.05. "Incentive Stock Option" shall mean a right to purchase
stock, granted pursuant to the Plan, which qualifies under Section 422 of the
Code and the regulations thereunder.

2.06. "Nonstatutory Stock Option" shall mean a right to
purchase Stock, granted pursuant to the Plan, which does not qualify under
Section 422 of the Code and the regulations thereunder.

2.07. "Options" shall mean either an Incentive Stock Option
or Nonstatutory Stock Option.

2.08. "Option Price" shall mean the purchase price for Stock
under an Incentive Stock Option or Nonstatutory Stock Option, as determined in
Section 6 below.

- 1 -
<PAGE> 2
2.09. "Participant" shall mean anyone to whom an Incentive
Stock Option or Nonstatutory Stock Option is granted under the Plan.

2.010. "Plan" shall mean this Bank of Vancouver Stock Option
Plan.

2.011. "Prior Plan" shall mean any previous or existing stock
option plan executed on or before the effective date of this Plan. This Plan
does not affect, change, alter, amend, or revoke any previous or existing
incentive stock option or nonstatutory stock option plan.

2.012. "Stock" shall mean the common stock of Bank of Vancouver.

3. Stock to be Optioned

Subject to the provisions of Section 14 of the Plan, the maximum number
of shares of Stock that may be optioned or sold under this Plan is 20,000
shares. Such shares may be treasury, or authorized, but unissued, shares of
Stock of the Company. If any Incentive Stock Option or Nonstatutory Stock Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full, the shares not purchased shall again be available for
purposes of the Plan.

4. Administration

The Plan shall be administered by the Committee. Two members of the
Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan, and
shall make recommendations to the Board with respect to participation in the
Plan by employees and directors of the Company, and with respect to the extent
of that participation. The interpretation and construction of any provision of
the Plan by the Committee shall be final, unless otherwise determined by the
Board. No member of the Board or the Committee shall be liable for any action or
determination made by him in good faith.

5. Eligibility

The Board, upon recommendation of the Committee, may grant Nonstatutory
Stock Options to any director and Incentive Stock Options or Nonstatutory Stock
Options to any officer, key executive, administrative or other employee
(including an employee who is a director of the Company). Options may be awarded
by the Board at any time and from time to time to new Participants, or to then
Participants, or to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Board, upon recommendation by the
Committee shall determine. Options granted at different times need not contain
similar provisions.

- 2 -
<PAGE> 3
6. Option Price

The purchase price for Stock under each Nonstatutory Stock Option shall
be 100 percent of the fair market value of the Stock at the time the Option is
granted, unless the Committee determines otherwise. The purchase price for stock
under each Incentive Stock Option shall not be less than 100 percent of the fair
market value of the Stock at the time the Incentive Stock Option is granted.

7. Terms and Conditions of Options

Options granted pursuant to the Plan shall be authorized by the Board
and shall be evidenced by a Stock Option Agreement in such form as the Board,
upon recommendation of the Committee, shall from time to time approve. Such
agreements shall comply with and be subject to the following terms and
conditions:

7.01. Employment Agreement. The Board may, in its discretion, include
in any Option granted under the Plan a condition that the Participant shall
agree to remain in the employ of, and to render services to, the Company for a
period of time (specified in the agreement) following the date the Option is
granted. No such agreement shall impose upon the Company, however, any
obligation to employ the Participant for any period of time.

7.02. Noncompetition. The Board may, in its discretion, include in any
Option granted under the Plan a condition that the Participant agree not to
compete with the Company for a specific period of time and/or within a specific
geographic area.

7.03. Time and Method of Payment. The Option Price shall be paid in
cash at the time an Option is exercised under the Plan and/or may be paid for by
tendering of one or more shares of Stock. Upon a tender of Stock, the fair
market value of the Stock at the time of tender shall be used to determine the
value of the Stock as payment. The Committee shall have sole discretion to
determine the fair market value of the shares of Stock taking into consideration
such factors as the most recent appraisal of the Stock for purposes of the
Company's Employee Stock Ownership Plan, the Company's year-to-date earnings,
and recent trading prices of the Stock. Promptly after the exercise of an Option
and the payment of the full Option Price either in Stock or cash, the
Participant shall be entitled to the issuance of a stock certificate evidencing
his ownership of such share of Stock. A Participant shall have none of the
rights of a shareholder until shares are issued to him, and no adjustment will
be made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.

7.04. Surrender Rights. The Committee may include in an Option granted
under the Plan the right to surrender all or a portion of the Option and receive
in exchange therefor an amount of cash or Stock equal to the difference between
the then fair market value of the shares of stock issuable upon the exercise of
the Option or portion thereof surrendered and the exercise price of the

- 3 -
<PAGE> 4
Option or portion thereof surrendered. The fair market value of the Stock shall
be determined in accordance with the provisions under Section 7.03 of the Plan.

7.05. Number of Shares. Each Option shall state the total number of
shares of Stock to which it pertains.

7.06. Option Period and Limitations on Exercise of Options. The Board
may, in its discretion, provide that an Option may not be exercised in whole or
in part for any period or periods of time specified in the Option Agreement.
Except as provided in the Option Agreement, an Option may be exercised in whole
or in part at any time during its term. No Option may be exercised after the
expiration of ten years from the date it is granted. No Option may be exercised
for a fractional share of Stock.

8. Provisions Applicable to Incentive Stock Options

It is intended that Incentive Stock Options granted under the Plan
shall constitute Incentive Stock Options within the meaning of Section 422 of
the Code. The following provisions are applicable to any Incentive Stock Option
granted under the Plan.

8.01. Term of Incentive Stock Option. No Incentive Stock Option shall
be exercisable prior to the date one year, or after the date ten years, from the
date such Incentive Stock Option is granted.

8.02. Ten Percent Shareholder. Notwithstanding any other provision
herein contained, no Plan Participant may receive an Incentive Stock Option
under the Plan if such Participant, at the time the award is granted, owns (as
defined in Section 425(d) of the Code) stock possessing more than ten percent of
the total combined voting power of all classes of stock of the Company, unless
the option price for such Incentive Stock Option is at least 110 percent of the
fair market value of the Stock subject to such Incentive Stock Option on the
date of the grant and such Incentive Stock Option is not exercisable after the
date five years from the date such Incentive Stock Option is granted.

8.03. Limitation on Amounts. The aggregate fair market value
(determined with respect to each Incentive Stock Option as of the time such
Incentive Stock Option is granted) of the Stock with respect to which Incentive
Stock Options are exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000.

8.04. Grant of Incentive Stock Option. An Incentive Stock Option
granted pursuant to the Plan must be granted within ten years from the date the
Plan is adopted or the date the Plan is approved by Company shareholders,
whichever is earlier.

- 4 -
<PAGE> 5
9. Exercise of Options

The Committee, in granting Options hereunder, shall have discretion to
determine the terms upon which such Options shall be exercisable, subject to the
applicable provisions of the Plan. If a Participant is discharged for just cause
at any time, the entire number of shares of Stock granted to a Participant shall
be forfeited. For this purpose, "just cause" shall mean theft, fraud,
embezzlement or willful misconduct causing significant property damage to the
Company or personal injury to any employee of the Company. The Committee shall
have sole discretion in determining "just cause" within the terms of this
Section.

10. Termination of Employment

Following the date of cessation of employment, the Participant may at
any time within three months exercise his Options to the extent that he was
entitled to exercise them on the date of cessation of employment, but in no
event shall any Option be exercisable more than ten (10) years from the date it
was granted. In the sole discretion of the Committee, the Stock Option Agreement
may provide that should the Participant engage in employment or activities
contrary, in the opinion of the Committee, to the best interests of the Company
or any of its subsidiaries, then any Stock issued or to be issued to the
Participant shall become null and void. The Committee shall determine in each
case whether a termination of employment shall be considered a retirement with
the consent of the Company or a subsidiary, and, subject to applicable law,
whether a leave of absence shall constitute a termination of employment. Any
such determination of the Committee shall be final and conclusive, unless
overruled by the Board.

11. Rights in Event of Death

If a Participant dies while employed by the Company or any of its
subsidiaries, or within three months after having retired with the consent of
the Company or any of its subsidiaries, without having fully exercised his
Options, the executors or administrators, or legatees or heirs, of his estate
shall have the right to exercise such Options to the extent that such deceased
Participant was entitled to exercise the Options on the date of his death;
provided, however, that in no event shall the Options be exercisable more than
ten years from the date they were granted.

12. No Obligations to Exercise Option

The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.

13. Nonassignability

Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.

- 5 -
<PAGE> 6
14. Effect of Change in Stock Subject to the Plan

The aggregate number of shares of Stock available for Options under the
Plan, the shares subject to any Option, the price per share shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (1)
a subdivision or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Company. If the Company
shall be the surviving corporation in any merger or consolidation, any Option
shall pertain, apply, and relate to the securities to which a holder of the
number of shares of Stock subject to the Option would have been entitled after
the merger or consolidation. Upon dissolution or liquidation of the Company, or
upon a merger or consolidation in which the Company is not the surviving
corporation, all Options outstanding under the Plan shall terminate; provided,
however, that each Participant (and each other person entitled under Section 10
to exercise an Option) shall have the right, immediately prior to such
dissolution or liquidation, or such merger or consolidation, to exercise such
Participant's Options in whole or in part, but only to the extent that such
Options are otherwise exercisable under the terms of the Plan.

15. Amendment and Termination

Neither the Board nor the Committee may, without the consent of the
holder of an Option, alter or impair any Option previously granted under the
Plan, except as authorized herein. Unless sooner terminated, the Plan shall
remain in effect for a period of ten (10) years from the earlier of the date of
the Plan's adoption by the Board or approval by the Company shareholders.
Termination of the Plan shall not affect any Option previously granted.

With respect to any shares of Stock to which Options have not been
granted under the Plan, the Board, without further action on the part of the
shareholders of the Company, may from time to time alter, amend, or suspend
certain provisions of the Plan except that it may not, without the approval of
the shareholders of the Company: (i) change the number of shares of Stock
available for grant under the Plan, (ii) extend the duration of the Plan, (iii)
increase the maximum term of Incentive Stock Options under the Plan, (iv)
decrease the minimum option price of Incentive Stock Options, (v) change the
class of employees eligible to be granted Incentive Stock Options under the
Plan, or (vi) effect a change relating to Incentive Stock Options granted under
the Plan which is inconsistent with Code Section 422 or the regulations
thereunder.

16. Agreement and Representation of Employees

As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares

- 6 -
<PAGE> 7
of Stock acquired at exercise are being acquired only for investment and without
any present intention to sell or distribute such shares, if, in the opinion of
counsel for the Company, such a representation is required under the Securities
Act of 1933 or any other applicable law, regulation, or rule of any governmental
agency.

17. Reservation of Shares of Stock

The Company, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell, the number
of shares of Stock that shall be sufficient to satisfy the requirements of this
Plan. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority deemed necessary by counsel for the Company for the
lawful issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.

18. Withholding Taxes

Whenever under the plan shares are to be issued upon the exercise of
Options or Rights thereunder, the Company shall have the right to require the
Optionee to remit to the Company an amount sufficient to satisfy federal, state
and local withholding tax requirements, if any, prior to the delivery of any
Stock certificate or certificates for such shares. Whenever under the Plan
payments are made in cash such payment shall be net of an amount sufficient to
satisfy federal, state and local withholding tax requirements.

19. Authorization

Pursuant to Treas. Reg. Section 14a.422A-1 (Q&A-30), shareholder
approval for the Incentive Stock Options granted pursuant to this plan was
obtained on July 17, 1989. With respect to the Nonstatutory Stock Options
authorized herein, Board of Director approval was obtained on December 16, 1992.

BANK OF VANCOUVER

By: /s/ Lee S. Stenseth
--------------------------------
Lee S. Stenseth

As Its: President
----------------------------

- 7 -

<PAGE> 1
EXHIBIT 99.2

BANK OF VANCOUVER

INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement," made on the _____ day of _______________, 19____,
between BANK OF VANCOUVER, a Washington banking association, (the "Company") and
ANNE RYAN (the "Optionee"), residing at:

-------------------------

The Company hereby grants an option on _____ shares of Common Stock of
the Company ("Common Stock") to the Optionee at the price and in all respects
subject to the terms, definitions and provisions of this Agreement in
conjunction with the Bank of Vancouver Stock Option Plan ("Stock Option Plan").
It is intended that Options issued pursuant to this Agreement shall constitute
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Code").

1. Option Price. The option price is $______ for each share of Common
Stock. This price represents at least 100 percent of the fair market value of
the Stock subject to such Option on the date of the grant. If the Optionee owns
(as defined in Section 425(d) of the Code) stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company, the
above-referenced option Price represents at least 110 percent of the fair market
value of the Stock at the date of the grant.

2. Exercise of Option. This Option shall be exercisable at any time and
from time to time during the period commencing one (1) year from the date hereof
and ending ten (10) years (five (5) years for 110 percent shareholders as
described in Paragraph 1 above) from the date hereof in accordance with the
terms of this Agreement and the Stock Option Plan as follows:

(i) Right to Exercise. This Option shall be
exercisable during the term of the Option, by the
Optionee (or the Optionee's estate under (c)):

(a) While the Optionee is in "continuous
employment with the Company;"

(b) For a period ending three (3) months after the
Optionee has terminated his "continuous
employment with the Company," or

- 1 -
<PAGE> 2
employment of the Company" (or within three
months after retirement of the Optionee with
the consent of the Company).

For purposes of the foregoing, "continuous employment with the Company" shall
mean the absence of any interruption or termination of employment with the
Company or any Subsidiary of the Company which now or hereafter exists.
Continuous employment shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
in the case of transfers between payroll locations of the Company, its
Subsidiaries or any successor in interest.

(ii) Method of Exercise. This Option shall be
exercisable by a written notice which shall:

(a) State the election to exercise the Option, the
number of shares subject to this Agreement
which are being exercised, the person in whose
name the stock certificate or certificates for
such shares of Common Stock is to be
registered, his address and Social Security
Number (or if more than one, the names,
addresses and Social Security Numbers of such
persons);

(b) Contain such representations and agreements as
to the holder's investment intent with respect
to such shares of Common Stock as may be
satisfactory to the Company's counsel;

(c) Be signed by the person or persons entitled
to exercise the Option and, if the Option is
being exercised by any person or persons
other than the Optionee, be accompanied by
proof, satisfactory to counsel for the
Company, of the right of such person or
persons to exercise the Option.

Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by certified or bank cashier's check (or the
tender of one or more shares of Common Stock), and shall be delivered with the
notice of exercise. In addition, the Optionee may, in accordance with Paragraph
7.04 of the Stock Option Plan, pay the purchase price of any shares with respect
to this Option by surrendering all or a portion of the Option and receiving cash
or Stock in exchange. The certificate or certificates for shares of Common Stock
as to which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.

(iii) Restrictions on Exercise. As a condition to his
exercise of this Option, the Company may require
the person exercising this Option to make any

- 2 -
<PAGE> 3
representation and warranty to the Company as may
be required by any applicable law or regulation.

3. Nontransferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

4. Stock Subject to the Option. The Company shall set aside _____
shares of the Common Stock which it now holds as authorized but unissued shares.
If the Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased shares which were subject thereto
shall be free from any restrictions. The Company will not be required to issue
or deliver any certificate or certificates for shares to be issued hereunder
until such shares have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange on which outstanding shares of the
same class may then be listed and until the Company has taken such steps as may,
in the opinion of counsel for the Corporation, be required by law and applicable
regulations, including the rules and regulations of the Securities and Exchange
Commission, state blue-sky laws and regulations, and any applicable Federal or
State banking laws, in connection with the issuance or sale of such shares, and
the listing of such shares on each such exchange. The Company will use its best
efforts to comply with any such requirements.

5. Adjustments upon Changes in Capitalization. If all or any portion of
the Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization, or other similar
change or transaction of or by the Company, as a result of which shares of any
class of stock shall be issued with respect to outstanding shares of the class
covered by the Option or if shares of the class covered by the Option shall be
changed into the same or different number of shares of the same or another class
or classes of stock, the person or persons so exercising such an Option shall
receive, for the aggregate option price payable upon such exercise of the
Option, the aggregate number and class of shares equal to the number and class
of shares he or she would have had on the date of exercise had the shares been
purchased for the same aggregate price at the date the Option was granted and
had not been disposed of, taking into consideration any such stock dividend,
split-up, recapitalization, combination or exchange of shares, merger,
consolidation, acquisition of property or stock, separation, reorganization, or
other similar change or transaction.

- 3 -
<PAGE> 4
addressed to it at its principal office, now at 109 East 13th Street, Vancouver,
Washington 98666 attention of the Secretary. Each notice to the Optionee or
other person or persons then entitled to exercise the Option shall be addressed
to the Optionee or such other person or persons at the Optionee's address set
forth in the heading of this Agreement. Anyone to whom a notice may be given
under this Agreement may designate a new address by notice to that effect.

7. Benefits of Agreement. This Agreement shall inure to the benefit of
and be binding upon each successor of the Company. All obligations imposed upon
the Optionee and all rights granted to the Company under this Agreement shall be
binding upon the Optionee's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
Optionee, his heirs, legal representatives, or successors may have with respect
to the Stock Option Plan or any options or Common Stock granted or issued
thereunder, whether to himself or to any other person.

8. Resolution of Disputes. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the Company. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.

9. Discharge for Just Cause. If the Optionee is discharged for just
cause at any time, the entire number of shares of Common Stock granted to the
Optionee shall be forfeited. For this purpose, "just cause" shall mean theft,
fraud, embezzlement or willful misconduct causing significant property,
financial or other economic damage to the Company or personal injury to any
employee of the Company. The Stock Option Plan Committee shall have sole
discretion in determining "just cause" within the terms of this Section.

IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above written.

OPTIONEE BANK OF VANCOUVER
VANCOUVER, WASHINGTON

__________________________ By:__________________________

__________________________ __________________________
Title Title

- 4 -

<PAGE> 1
EXHIBIT 99.3

BANK OF VANCOUVER

NONSTATUTORY STOCK OPTION AGREEMENT

NONSTATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement," made on the _____ day of _______________, 19____,
between BANK OF VANCOUVER, a Washington banking association (the "Company"), and
_________________ (the "Optionee"), residing at:

-------------------------

The Company hereby grants an option on ______ shares of Common Stock of
the Company ("Common Stock") to the Optionee at the price and in all respects
subject to the terms, definitions and provisions of this Agreement in
conjunction with the Bank of Vancouver Stock Option Plan ("Stock Option Plan").

1. Option Price. The option price is ______ for each share of Common
stock.

2. Exercise of Option. This Option shall be exercisable at any time and
from time to time during the period commencing on the date hereof and ending ten
(10) years from the date hereof in accordance with the terms of this Agreement
and the Stock Option Plan as follows:

(i) Right to Exercise. This Option shall be
exercisable during the term of the Option, by the
Optionee (or the Optionee's estate under (c)):

(a) While the Optionee is in "continuous service
for the Company;"

(b) For a period ending three (3) months after the
Optionee has terminated his "continuous
service for the Company," or

(c) After the date of the Optionee's death if
the Optionee should die while in the
"continuous service for the Company" (or
within three months after retirement of the
Optionee with the consent of the Company).

For purposes of the foregoing, "continuous service for the Company" shall mean
the absence of any interruption or termination of service for the Company as a
member of its Board of Directors. Continuous service shall not be considered
interrupted in the case of sick leave, military leave or any other leave of
absence approved by the remainder of the Board.

- 1 -
<PAGE> 2
(ii) Method of Exercise. This Option shall be exercisable by
a written notice which shall:

(a) State the election to exercise the Option, the
number of shares subject to this Agreement which
are being exercised, the person in whose name the
stock certificate or certificates for such shares
of Common Stock is to be registered, his address
and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of
such persons);

(b) Contain such representations and agreements as to
the holder's investment intent with respect to such
shares of Common Stock as may be satisfactory to
the Company's counsel;

(c) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being
exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person
or persons to exercise the Option.

(iii) Restrictions on Exercise. As a condition to his exercise of
this Option, the Company may require the person exercising
this Option to make any representation and warranty to the
Company as may be required by any applicable law or
regulation.

4. Stock Subject to the Option. The Company shall set aside ______
shares of the Common Stock which it now holds as authorized but unissued shares.
If the Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased shares which were subject thereto
shall be free

- 2 -
<PAGE> 3
from any restrictions. the Company will not be required to issue or deliver any
certificate or certificates for shares to be issued hereunder until such shares
have been listed (or authorized for listing upon official notice of issuance)
upon each stock exchange on which outstanding shares of the same class may then
be listed and until the Company has taken such steps as may, in the opinion of
counsel for the Corporation, be required by law and applicable regulations,
including the rules and regulations of the Securities and Exchange Commission,
state blue-sky laws and regulations, and any applicable Federal or State banking
laws, in connection with the issuance or sale of such shares, and the listing of
such shares on each such exchange. The Company will use its best efforts to
comply with any such requirements.

6. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the Company shall be addressed to it at its principal office, now 109 East 13th
Street, Vancouver, Washington 98666, attention of the Secretary. Each notice to
the Optionee or other person or persons then entitled to exercise the Option
shall be addressed to the Optionee or such other person or persons at the
Optionee's address set forth in the heading of this Agreement. Anyone to whom a
notice may be given under this Agreement may designate a new address by notice
to that effect.

- 3 -
<PAGE> 4
Optionee, his heirs, legal representatives, or successors may have with respect
to the Stock Option Plan or any options or Common Stock granted or issued
thereunder, whether to himself or to any other person.

IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above written.

BANK OF VANCOUVER
OPTIONEE VANCOUVER, WASHINGTON

_________________________ By:________________________________

_________________________ ________________________________
Title Title

- 4 -

<PAGE> 1
EXHIBIT 99.4

BANK OF VANCOUVER
EMPLOYEE STOCK OPTION PLAN

1. Purpose of the Plan. The purpose of this Plan is to provide
additional incentives to key employees of Bank of Vancouver and any of its
future Subsidiaries, thereby helping to attract and retain the best available
personnel for positions of responsibility with said corporations and otherwise
promoting the success of the business activities of said corporations. It is
intended that Options issued pursuant to this Plan shall constitute either
"incentive stock options" within the meaning of Section 422A of the Internal
Revenue Code or nonqualified stock options.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Board" shall mean the Board of Directors of the
Employer.

(b) "Common Stock" shall mean the Employer's common
stock, par value $1.00 per share.

(c) "Committee" shall mean the Board or the Committee
appointed by the Board in accordance with Section 4(a) of the Plan.

(d) "Continuous Status as an Employee" shall mean the
absence of any interruption or termination of service as an Employee.
Continuous Status as an Employee shall not be considered interrupted in
the case of sick leave, military leave, or any other approved leave of
absence.

(e) "Employee" shall mean any person employed by the
Employer or any Parent or Subsidiary of the employer which is hereafter
organized or is acquired by the Employer.

(f) "Employer" shall mean Bank of Vancouver, a
Washington banking corporation.

(g) "Option" shall mean a stock option granted pursuant
to the Plan. Options shall include both Incentive Stock Options under
Section 422A of the Internal Revenue Code and Nonqualified Stock
Options.

(h) "Optioned Stock" shall mean the Common Stock subject
to an Option.

(i) "Optionee" shall mean an Employee who receives an
Option.

(j) "Plan" shall mean this Employee Stock Option Plan.

- 1 -
<PAGE> 2
(k) "Parent" shall mean any corporation having a
relationship with the Employer as described in Section 425(e)
of the Internal Revenue Code.

(l) "Shareholder-Employee" shall mean an Employee who
owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Employer or of any
Parent or Subsidiary. For this purpose, the attribution of stock
ownership rules provided in Section 425(d) of the Internal Revenue Code
shall apply.

(m) "Subsidiary" shall mean any bank or other corporation
of which not less than 50% of the voting shares are held by the
Employer or a Subsidiary, whether or not such corporation now exists or
is hereafter organized or acquired by the Employer or a Subsidiary.

3. Stock Subject to Options.

(a) Number of Shares Reserved. The maximum number of shares which may
be optioned and sold pursuant to the Plan shall be 18,552 shares of the Common
Stock of the Employer (subject to adjustment as provided in subparagraph 6(i) of
the Plan). During the term of this Plan, the Employer will at all times reserve
and keep available a sufficient number of shares of its Common Stock to satisfy
the requirements of the Plan.

(b) Expired Options. If any outstanding Option expires or becomes
unexercisable for any reason without having been exercised in full, the shares
of Common Stock allocable to the unexercised portion of such Option shall again
become available for other Options.

4. Administration of the Plan.

(a) The Committee. The Plan shall be administered by the Board
directly, acting as a Committee of the whole, or if the Board elects, by a
separate Committee appointed by the Board for that purpose and consisting of at
least three Board members. All references in the Plan to the "Committee" shall
refer to such separate Committee, if any is established, or if none is then in
existence, shall refer to the Board as a whole. Once appointed, any such
Committee shall continue to serve until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause), appoint new
members in substitution therefor, and fill vacancies however caused. The
Committee shall select one of its members as chairman, and shall hold meetings
at such times and places as the chairman or a majority of the Committee may
determine.

At all times, a majority of the members of the Committee shall consist
of members of the Board who are not eligible to receive Options under the Plan.
Members of the Committee who are either

- 2 -
<PAGE> 3
eligible for Options or who have been granted Options shall be counted for all
purposes in determining the existence of a quorum at any meetings of the
Committee and shall be eligible to vote on all matters before the Committee
respecting the granting of Options or administration of the Plan, except only
that no such members shall vote or otherwise act upon the grant or the
modification of the terms of any Option granted or to be granted to himself.

At least annually, the Committee shall present a written report to the
Board indicating the Employees to whom Options have been granted since the date
of the last such report, and in each case the date or dates of Options granted,
the number of shares optioned, and the Option price per share.

At all times, the board shall have the power to remove all members of
the Committee and thereafter to directly administer the Plan as a Committee of
the whole.

(b) Powers of the Committee. Subject to all provisions and
limitations of the Plan, the Committee shall have the authority and discretion:

(1) to determine the Employees to whom Options are to be
granted, the times of grant, and the number of shares to be
represented by each Option;

(2) to determine the Option price for the shares of
Common Stock to be issued pursuant to each Option, subject to the
provisions of subparagraph 6(b) of the Plan in the case of Incentive
Stock Options;

(3) to determine all other terms and conditions of each
Option granted under the Plan, which need not be identical;

(4) to modify or amend the terms of any Option
previously granted, or to grant substitute Options, subject to
the provisions of subparagraphs 6(1) and 6(m) of the Plan;

(5) to interpret the Plan;

(6) to authorize any person or persons to execute and
deliver Option agreements or to take any other actions deemed by the
Committee to be necessary or appropriate to effectuate the grant of
Options by the Committee;

(7) to make all other determinations and take all other
actions which the Committee deems necessary or appropriate to
administer the Plan in accordance with its terms and conditions.

All actions of the Committee shall be either by (i) a majority vote of
the members of the full Committee at a meeting of the Committee, or (ii) by
unanimous written consent of all members of the full Committee without a meeting
thereof.

- 3 -
<PAGE> 4
All decisions, determinations and interpretations of the Committee
shall be final and binding upon all persons, including all Optionees and any
other holders or persons interested in any Options, unless otherwise expressly
determined by a vote of the majority of the entire Board. No member of the
Committee or of the Board shall be liable for any action or determination made
in good faith with respect to the Plan or any Option.

5. Eligibility. Options may be granted only to Employees whom the
Committee, in its discretion, determines to be key Employees.

Granting of Options pursuant to the Plan shall be entirely
discretionary with the Committee, and the adoption of this Plan shall not confer
upon any Employee any right to receive any Option or Options pursuant to the
Plan unless and until said Options are granted by the Committee, in its sole
discretion. Neither the adoption of the Plan nor the granting of any Options
pursuant to the Plan shall confer upon any Employee or Optionee any right with
respect to continuation of employment, nor shall the same interfere in any way
with his right or with the right of the Employer or any Subsidiary to terminate
his employment at any time.

6. Terms and Conditions of Options. All Options granted pursuant to the
Plan must be authorized by the Committee, and must be documented in written
agreements in such form as the Committee shall from time to time approve, which
agreements shall comply with and be subject to all of the following terms and
conditions:

(a) Number of Shares; Annual Limitation. Each Option agreement
shall state whether the Option is an Incentive Stock Option or a
Nonqualified Stock Option and the number of shares subject to Option.
Any number of Options may be granted to a single eligible Employee at
any time and from time to time, except that, in the case of Incentive
Stock Options, the aggregate fair market value (determined as of the
time each Option is granted) of all shares of Common Stock with respect
to which Incentive Stock Options become exercisable for the first time
by such Employee in any one calendar year (under all incentive stock
option plans of the Employer, its Parent and all of its Subsidiaries
taken together) shall not exceed $300,000.

(b) Option Price and Consideration. The Option price for the
shares of Common Stock to be issued pursuant to the Option shall be
such price, not less than the par value, as is determined by the
Committee, but, in the case of Incentive Stock Options, shall in no
event be less than the fair market value of the Common Stock on the
date of grant of the Incentive Stock Option.

In the case of an Incentive Stock Option granted to an Employee who,
immediately before the grant of such Incentive Stock Option, is a
Shareholder-Employee, the Incentive Stock Option price

- 4 -
<PAGE> 5
shall be at least 110% of the fair market value of the Common Stock on the date
of grant of the Incentive Stock Option.

The fair market value shall be determined by the Committee in its
discretion; provided, however, that in the event that there is a public market
for the Common Stock, the fair market value shall be the mean of the bid and
asked prices of the Common Stock as of the date of grant as reported on the
National Association of Securities Dealers Automatic Quotation System (NASDAQ),
or, in the event the Common Stock is listed on a stock exchange, the fair market
value shall be the closing price on the exchange as of the date of grant of the
Option.

The Option price shall be payable either (i) in United States dollars
upon exercise of the Option, or (ii) if approved by the Board, other
consideration including without limitation Common Stock of the employer,
services, or other property.

(c) Term of Option. No Incentive Stock Option granted pursuant to the
Plan shall in any event be exercisable after the expiration of ten (10) years
from the date such Option is granted, except that the term of an Incentive Stock
Option granted to an Employee who, immediately before such Incentive Stock
Option is granted, is a Shareholder-Employee shall be for not more than five (5)
years from the date of grant thereof. Subject to the foregoing and other
applicable provisions of the Plan including but not limited to Section 6(e)
herein, the term of each Option shall be determined by the Committee in its
discretion.

(d) Manner of Exercise; Rights as Shareholder. An Option shall be
deemed to be exercised when written notice of exercise has been given to the
Employer in accordance with the terms of the Option by the person entitled to
exercise the Option, together with full payment for the share of Common Stock
subject to said notice.

(e) Death of Optionee. In the event of the death of an Optionee who at
the time of his death was an Employee and who had been in Continuous Status as
an Employee since the date of grant of the Option, the Option shall terminate on
the earlier of (i) one year after the date of death of the Optionee, or (ii) the
expiration date otherwise provided in the Option agreement, except that if the
expiration date of a Nonqualified Stock Option shall occur during the 90-day
period immediately following the Optionee's death, such Option shall terminate
at the end of such 90-day period. The Option shall be exercisable at any time
prior to such termination by the Optionee's estate, or by such person or persons
who have acquired the right to exercise the Option by bequest or by inheritance
or by reason of the death of the Optionee.

(f) Disability of Optionee. If an Optionee's status as an Employee is
terminated at any time during the Option period by reason of a disability
(within the meaning of Section 22(e)(3) of the Internal Revenue Code) and if
said Optionee had been in Continuous status as an Employee at all times between
the date of

- 5 -
<PAGE> 6
grant of the Option and the termination of his status as an Employee, his
Incentive Stock Option shall terminate on the earlier of (i) one year after the
date of termination of his status as an Employee, or (ii) the expiration date
otherwise provided in his Option agreement.

(g) Termination of Status as an Employee.

(1) If an Optionee's status as an Employee is
terminated at any time after the grant of his Option for any reason
other than death or disability, as provided in subparagraphs (e) and
(f) above, and not by reason of fraud or willful misconduct, as
provided in (2) below, his Option shall terminate on the earlier of (i)
the same day of the third month after the date of termination of his
status as an Employee, or (ii) the expiration date otherwise provided
in his Option agreement.

(2) If an Optionee's status as an Employee is
terminated at any time after the grant of his Option by reason of fraud
or willful misconduct, then his Option shall terminate on the date of
termination of his status as an Employee.

(h) Non-transferability of Options. No Option granted pursuant
to the Plan may be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of
descent or distribution and maybe exercised, during the lifetime of the
Optionee, only by the Optionee.

(i) Adjustments Upon Changes in Capitalization. Subject to any
required action by the shareholders of the Employer, the number of
shares of Common Stock covered by each outstanding Option, the number
of shares of Common Stock available for grant of additional Options,
and the price per share of Common Stock specified in each outstanding
Option, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from any stock
split or other subdivision or consolidation of shares, the payment of
any stock dividend (but only on the common Stock) or any other increase
or decrease in the number of such shares of Common Stock effected
without receipt of consideration by the Employer; provided, however,
that conversion of any convertible securities of the Employer shall not
be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Committee, whose determination in
that respect shall be final, binding and conclusive.

No Incentive Stock Option shall be adjusted by the Committee
pursuant to this subparagraph 6(i) in a manner which causes the
Incentive Stock Option to fail to continue to

- 6 -
<PAGE> 7
qualify as an incentive stock option within the meaning of Section 422A
of the Internal Revenue Code.

Except as otherwise expressly provided in this subparagraph
6(i), no Optionee shall have any rights by reason of any stock split or
the payment of any stock dividend or any other increase or decrease in
the number of shares of Common Stock. Except as otherwise expressly
provided in this subparagraph 6(i), any issue by the Employer of shares
of stock of any class, or securities convertible into shares of stock
of any class, shall not affect the number of shares or price of Common
Stock subject to any Options, and no adjustments in Options shall be
made by reason thereof. The grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Employer to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure.

(j) Date of Grant of Option. The date of grant of an Option
shall, for all purposes, be the date on which the Committee makes the
determination granting such Option. Said date of grant shall be
specified in the Option agreement.

(k) Conditions Upon Issuance of Shares. Shares of Common Stock
shall not be issued with respect to an Option granted under the Plan
unless the exercise of such Option and the issuance and delivery of
such shares pursuant thereto shall comply with all relevant provisions
of law, including, without limitation, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Common Stock may then be listed,and shall be
further subject to the approval of counsel for the employer with
respect to such compliance.

As a condition to the exercise of an Option, the employer may
require the person exercising such Option to represent and warrant at
the time of exercise that the shares of Common Stock are being
purchased only for investment and without any present intention to sell
or distribute such Common Stock if, in the opinion of counsel for the
Employer, such a representation is required by any of the
aforementioned relevant provisions of law.

(l) Merger, Sale of Assets, Etc. In the event of the merger of
the Employer with or into any other corporation, or in the event of a
proposed sale of substantially all of the assets of the Employer, or in
the event of a proposed dissolution or liquidation of the Employer, the
Committee may, in the exercise of its sole discretion, terminate all
outstanding Options as of a date fixed by the Committee. In such event,
however, the Committee shall notify each Optionee of such action in
writing not less than sixty (60) days prior to the termination date
fixed by the Committee, and each

- 7 -
<PAGE> 8
Optionee shall have the right to exercise his Option prior to said
termination date.

(m) Substitute Stock Options. In connection with the
acquisition or proposed acquisition by the Employer or any Subsidiary,
whether by merger, acquisition of stock or assets, or other
reorganization transaction, of a business any employees of which have
been granted incentive stock options, the Committee is authorized to
issue, in substitution of any such unexercised stock option, a new
Option under this Plan which confers upon the Optionee substantially
the same benefits as the old option; provided, however,that the
issuance of any new Option for an old incentive stock option shall
satisfy the requirements of Section 425(a) of the Internal Revenue
Code.

(n) Tax Compliance. The Employer, in its sole discretion, may
take any actions reasonably believed by it to be required to comply
with any local, state, or federal tax laws relating to the reporting or
withholding of taxes attributable to the grant or exercise of any
Option or the disposition of any shares of Common Stock issued upon
exercise of an Option, including, but not limited to, (i) withholding
from any Optionee exercising an Option a number of shares of Common
Stock having a fair market value equal to the amount required to be
withheld by Employer under applicable tax laws, and (ii) withholding
from any form of compensation or other amount due an Optionee or holder
of shares of Common Stock issued upon exercise of an Option any amount
required to be withheld by Employer under applicable tax laws.
Withholding or reporting shall be considered required for purposes of
this subparagraph if any tax deduction or other favorable tax treatment
available to Employer is conditioned upon such reporting or
withholding.

(o) Other Provisions. Option agreements executed pursuant to
the Plan may contain such other provisions as the Committee shall deem
advisable, provided in the case of Incentive Stock Options that the
provisions are not inconsistent with the provisions of Section 422A(b)
of the Internal Revenue Code or with any of the other terms and
conditions of this Plan.

7. Term of the Plan. The plan shall become effective on the earlier of
(a) the date of adoption of the Plan by the Board; or (b) the date of
shareholder approval of the Plan as provided in paragraph 9 of the Plan. Unless
sooner terminated as provided in subparagraph 8(a) of the Plan, the Plan shall
terminate on the tenth anniversary of its effective date. Options may be granted
at any time after the effective date and prior to the date of termination of the
Plan.

- 8 -
<PAGE> 9
8. Amendment or Early Termination of the Plan.

(a) Amendment or Early Termination. The Board may terminate
the Plan at any time. Subject to the prior approval of the Washington
Supervisor of Banking, the Board may amend the Plan at any time and
from time to time in such respects as the Board may deem advisable,
except that, without approval of the holders of a majority of the
outstanding shares of the Common Stock, no such revision or amendment
shall:

(1) increase the number of shares of Common Stock
subject to the Plan other than in connection with an adjustment under
subparagraph 6(i) of the Plan; or

(2) change the designation of the class of Employees
eligible to be granted Options, as provided in paragraph 5 of the Plan.

(b) Effect of Amendment or Termination. No amendment or
termination of the Plan shall affect Options granted prior to such
amendment or termination, and all such Options shall remain in full
force and effect notwithstanding such amendment or termination.

9. Shareholder Approval. Continuance of the Plan shall be subject to
approval of the Plan by affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Employer at a duly convened meeting of
the shareholders of the Employer, which approval must occur within twelve (12)
months before or after the date of adoption of the Plan by the Board.

CERTIFICATE OF ADOPTION

I certify that the foregoing plan was adopted by the shareholders of
Bank of Vancouver on July 17, 1989.

/s/ Robert V. Hyde /s/ Lee S. Stemseth
- ------------------------------ ------------------------------
Attest: Robert V. Hyde Lee S. Stemseth
CHAIRMAN Secretary

- 9 -
<PAGE> 10
EMPLOYEE STOCK OPTION PLAN

TO CORRECT

SECTION 6 (a)

Amount exercisable in one calendar year $100,000. Plan now states
$300,000. Amend to $100,000.

6.(a) Number of Shares; Annual Limitation. Each Option agreement
shall state whether the Option is an Incentive Stock Option or
a Nonqualified Stock Option and the number of shares subject
to Option. Any number of Options may be granted to a single
eligible employee at any time and from time to time, except
that, in the case of Incentive Stock Options, the aggregate
fair market value (determined as of the time each Option is
granted) of all shares of Common Stock with respect to which
Incentive Stock Options become exercisable for the first time
by such Employee in any one calendar year (under all incentive
stock option plans of the employer, its Parent and all of its
Subsidiaries taken together) shall not exceed $100,000.

- 11 -

<PAGE> 1
EXHIBIT 99.5

STOCK OPTION AGREEMENT

[Incentive Stock Option]

THIS AGREEMENT is entered into by and between BANK OF VANCOUVER (the
"Employer") and __________________ ("Employee"). The parties do hereby agree as
follows:

Pursuant to the Bank of Vancouver Employee Stock Option Plan (the "Plan"),
as adopted by the Board of Directors of the Employer on June 16, 1989, and
approved by the Stockholders on July 17, 1989, the Employer hereby grants to
Employee an Incentive Stock Option to purchase ______________ shares of the
$1.00 par value Common Stock of the Employer at an Option Price of ________ per
share, payable in cash or other consideration acceptable to the Employer.

The date of grant of this Option is ___________________.

This Option shall terminate on the 10th anniversary of said date of grant,
unless sooner terminated by reason of death, disability or other termination of
status as an Employee, as provided in the Plan.

This Option shall be exercisable, in whole or in part (but not for any
fractional shares), at any time and from time to time between the date of grant
and the date of termination of this Option. Exercise must be by actual delivery
to the Employer of a written notice of exercise signed by Employee specifying
the number of shares and Option price and accompanied by payment of the full
amount the Option price.

All of the terms and conditions of the Plan concerning Incentive Stock
options are hereby incorporated by this reference as a part of this Stock Option
Agreement as if said terms and conditions had been included in this instrument.
The Employer reserves the right, without the consent of Employee, to amend the
Plan and/or this Agreement at any time prior to the exercise of the Option
granted hereunder in any manner and to any extent determined by the Employer to
be reasonably necessary to cause the Option granted hereunder to constitute an
"incentive stock option" within the scope and meaning of Section 422A of the
Internal Revenue Code

-1-
<PAGE> 2
and its implementing regulations, as now in effect or as hereafter adopted or
amended.

EXECUTED THIS ___________________________________________.

EMPLOYER:

BANK OF VANCOUVER

By ________________________

Its _______________________

EMPLOYEE:

___________________________

-2-

<PAGE> 1
EXHIBIT 99.6

STOCK OPTION AGREEMENT

[Nonqualified Stock Option]

THIS AGREEMENT is entered into by and between BANK OF VANCOUVER (the
"Employer") and _______________________("Employee"). The parties hereto do
hereby agree as follows:

Pursuant to the Bank of Vancouver Employee Stock Option Plan (the "Plan"),
as adopted by the Board of Directors of the Employer on June 16, 1989 and
approved by the Stockholders on July 17, 1989, the Employer hereby grants to
Employee a Nonqualified Stock Option to purchase _________________ shares of
the $1.00 par value Common Stock of the Employer at an Option Price
of ____________ per share, payable in cash or other consideration acceptable
to the Employer.

The date of grant of this Option is __________________.

This option shall terminate on the 10th anniversary of said date of grant,
unless sooner terminated by reason of death or disability as provided in the
Plan.

All of the terms and conditions of the Plan except those terms and
conditions relating specifically to Incentive Stock Options are hereby
incorporated by this reference as a part of this Stock Option Agreement as if
said terms and conditions had been included in this instrument.

EXECUTED THIS 31st day of October, 1989.

EMPLOYER:

BANK OF VANCOUVER

By ____________________________
Its ___________________________

EMPLOYEE:

_______________________________

-1-