This Indemnification Agreement ("Agreement"), dated as of January 1, 2000, is between WEST COAST
BANCORP ("Corporation") and Robert D. Sznewajs ("Indemnitee").
A. Indemnitee, as member of the board of directors or an officer of the Corporation and/or, one or more of its
affiliate corporations, performs valuable services for the Corporation.
B. The Corporation's Articles of Incorporation ("Articles") and Bylaws ("Bylaws") provide for the indemnification
of the officers, directors, agents and employees of the Corporation to the maximum extent authorized by the
Oregon Business Corporation Act ("Act").
C. The Articles, Bylaws and the Act, by their non-exclusive nature, permit contracts between the Corporation
and its directors and officers to indemnify those directors and officers.
D. The Corporation has purchased and maintains a policy or policies of Directors and Officers Liability Insurance
("D & O Insurance"), covering certain liabilities, which may be incurred by its directors and officers in the
performance of their duties.
E. Due to changes in the terms, scope and availability of D & 0 Insurance, uncertainty exists as to the extent of
protection afforded directors and officers under such D & O Insurance or under the indemnification provisions of
the Act, Articles, or Bylaws.
F. To induce Indemnitee to continue service as a director or officer of the Corporation and/or one or more of its
affiliate corporations, the Corporation desires to enter this contract with Indemnitee.
Therefore, in consideration of Indemnitee's continued service as a director or officer, the parties agree as follows:
1. INDEMNITY. The Corporation agrees to hold harmless and indemnify Indemnitee:
(a) to the fullest extent permitted under each of the Articles, the Bylaws, and the Act, as each may be amended
from time to time; and
(b) against any and all expenses (including attorneys' fees), witness fees, judgments, fines, ERISA excise taxes,