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 registrant as specified in its charter)

             Oregon                                         93-0810577
    (State of incorporation)                   (IRS Employer Identification No.)

         5335 Meadows Road, Suite 201
         Lake Oswego, Oregon                                  97035
   (Address of principal executive offices)                 (Zip Code)


                  WEST COAST BANCORP 2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               Robert D. Sznewajs
                      President and Chief Executive Officer
                               West Coast Bancorp
                          5335 Meadows Road, Suite 201
                             Portland, Oregon 97035
                            Telephone (503) 684-0884
           (Name, address, and telephone number of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================

       Title of          Amount to be      Proposed     Proposed Maximum  Amount of
   Securities to be       Registered        Maximum        Aggregate     Registration
      Registered                        Offering Price   Offering Price      Fee
                                           Per Share
--------------------------------------------------------------------------------------
    Common Stock,
<S>                       <C>                 <C>       <C>                 <C>
     no par value         1,700,000           (2)       $24,495,580 (2)     $2,254
                          shares (1)
======================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
    statement also covers an indeterminate  number of additional shares reserved
    for issuance  under the 2002 Stock  Incentive Plan as a result of any future
    stock split, stock dividend, or similar adjustment of the outstanding common
    stock.

(2) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and
    the  registration  fee have been computed  based on the sum of (a) $289,180,
    which  represents  the aggregate  purchase  price of 19,000 shares of common
    stock  of  West  Coast  Bancorp  subject  to  outstanding  options  and  (b)
    $24,206,400,  which  represents the fair market value of 1,681,000 shares of
    common stock as to which additional  options or other awards may be granted.
    The latter  figure was  calculated  based on the average of the high and low
    sales prices,  $14.40  reported for the Common Stock on the Nasdaq  National
    Market on May 9, 2002.
================================================================================
<PAGE>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

          (a) The  registrant's  Annual  Report on Form 10-K for the year  ended
          December 31, 2001.

          (b) The  registrant's  Quarterly  Report on Form 10-Q for the  quarter
          ended March 31, 2002.

          (c) The  description  of the  registrant's  capital stock  included as
          Exhibit 99.1 to the  Registration  Statement  on Form S-8  (333-35208)
          filed by the registrant on April 20, 2000.

         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Indemnification

         The Oregon  Business  Corporation  Act (the "Oregon Act")  requires the
indemnification  of an  individual  made a party  to a  proceeding  because  the
individual is or was a director,  officer,  employee,  or agent of a corporation
(unless  limited  by  the  corporation's   articles  of  incorporation)  if  the
individual is wholly  successful in the proceeding,  on the merits or otherwise.
In addition, the Oregon Act allows a corporation to indemnify such an individual
if: (a) the  conduct of the  individual  was in good faith;  (b) the  individual
reasonably  believed that the individual's  conduct was in the best interests of
the corporation,  or at least not opposed to its best interests;  and (c) in the
case of any criminal  proceeding,  the  individual  had no  reasonable  cause to
believe that the individual's conduct was unlawful.

         A corporation  may also provide  indemnification  if (x) in the case of
any proceeding by or in the right of the  corporation,  such  individual was not
adjudged  liable to the  corporation  or (y) in connection  with any  proceeding
(other  than a  proceeding  by or in the  right  of  the  corporation)  charging
improper  personal  benefit to the individual,  such individual was not adjudged
liable on the basis that he or she improperly received a personal benefit.

                                      II-1
<PAGE>

         The  Oregon  Act also  authorizes  a court  to  order  indemnification,
whether  or not the above  standards  of  conduct  have  been met,  if the court
determines  that the officer or director  is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances.

         The  indemnification  described  above is not  exclusive  of any  other
rights to which  officers or  directors  may be entitled  under a  corporation's
articles of incorporation or bylaws, or under any agreement, action of its board
of directors, vote of shareholders or otherwise.

         Article V of the restated  articles of  incorporation of the registrant
provides that the registrant will indemnify each of its directors to the fullest
extent  permissible under the Oregon Act and permits the registrant to indemnify
its officers,  employees,  and agents. Section 5 of the bylaws of the registrant
requires such indemnification for directors and officers, or any individual who,
while a director  of the  corporation,  is or was  serving  at the  registrant's
request 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,  against  liability and expenses,  including
attorney  fees,  actually  and  necessarily   incurred  by  such  individual  in
connection  with  any  threatened,   pending,  or  completed  action,  suit,  or
proceeding to which the individual is a party.  However, the registrant will not
provide  indemnification  when (1) a  director  or officer  commits  intentional
misconduct or knowingly  violates the law; (2) a director or officer is adjudged
liable to the  registrant in a proceeding by or in the right of the  registrant;
or (3) a director  or  officer is  adjudged  liable in any  proceeding  charging
improper  personal benefit on the basis that the director or officer  improperly
received a personal  benefit.  The registrant may, but is not required to, offer
the same rights of  indemnification,  on a case-by-case  basis, to employees and
agents of the  registrant.  Indemnification  rights  and  procedures,  including
entitlement  to  advances  of  expenses,  are set  forth in more  detail  in the
registrant's bylaws.

         The registrant has also entered into  indemnification  agreements  with
its  directors and certain of its officers.  These  agreements  provide that the
registrant  will indemnify its directors and officers who are parties thereto to
the fullest extent permitted under the Oregon Act and the registrant's  articles
of  incorporation  and bylaws  against  expenses  and  liabilities  incurred  in
specified actions, suits or proceedings unless covered by insurance or except in
the circumstances described above.

         ORS 60.367  provides  that any  director  held liable  pursuant to that
section for the unlawful  payment of a dividend or other  distribution of assets
of a corporation shall be entitled to contribution from (a) each shareholder who
accepted  the  dividend  or  distribution  knowing the same to have been made in
violation  of the  Oregon  Act or the  articles  of  incorporation  and (b) each
director  who voted for or assented  to the  dividend  or  distribution  without
complying with the applicable standards of conduct described in ORS 60.357.

      Insurance

         The registrant  maintains  directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a  result  of  claims  brought  against  them in  their  respective
capacities with the registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2
<PAGE>



Item 8.  Exhibits.

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-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 of 1933 ("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  15(d)  of the  Securities  Exchange  Act  of  1934
("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 that 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 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to 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.

         (h)  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  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities 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 or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person

                                      II-3
<PAGE>

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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                      II-4
<PAGE>


                                   SIGNATURES

The Registrant.

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Lake Oswego, state of Oregon, on the 14th day of May,
2002.

                                        WEST COAST BANCORP
                                        (Registrant)


                                        By /s/ Robert D. Sznewajs
                                           ----------------------------------
                                           Robert D. Sznewajs
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 14th day of May, 2002.

          Signature                                Title
          ---------                                -----

      (1) Principal Executive Officer

      /s/ Robert D. Sznewajs                       President, Chief Executive
      ------------------------------               Officer and Director
      Robert D. Sznewajs

      (2) Principal Financial Officer:

      /s/ Anders Giltvedt                          Executive  Vice  President
      -------------------------------              and Chief Financial Officer
      Anders Giltvedt

      (3) Principal Accounting Officer

      /s/ Kevin W. McClung                         Vice President and Controller
      -------------------------------
      Kevin W. McClung

      (4) A majority of the Board of Directors:

         LLOYD D. ANKENY*                 Director, Chairman of the Board
         MICHAEL J. BRAGG*                Director
         WILLIAM B. LOCH*                 Director
         JACK E. LONG*                    Director
         J.F. OUDERKIRK*                  Director
         STEVEN N. SPENCE*                Director

      *By /s/ Robert D. Sznewajs
         ----------------------------
         Robert D. Sznewajs
         Attorney-in-fact

                                      II-5
<PAGE>


                                INDEX TO EXHIBITS


4.1   Restated  Articles  of  Incorporation,  as  amended,  of  the  registrant.
      Incorporated  by  reference to Exhibit 3.2 to the  registrant's  Quarterly
      Report on Form 10-Q for the quarter ended June 30, 1998.

4.2   Restated Bylaws of the registrant as amended. Incorporated by reference to
      Exhibit 3.2 to the  registrant's  Annual  Report on Form 10-K for the year
      ended December 31, 1998.

5     Opinion of Miller Nash LLP.

23.1  Consent of Arthur Andersen LLP.

23.2  Consent of Deloitte & Touche LLP.

23.3  Consent of Miller Nash LLP.  Included in Exhibit 5.

24    Power of attorney of certain officers and directors.



    Other exhibits listed in Item 601 to Regulation S-K are not applicable.


                                      II-6
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{"company-data": {"conformed-name": "WEST COAST BANCORP /NEW/OR/", "cik": "0000717059", "assigned-sic": "6022", "irs-number": "930810577", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88382", "film-number": "02654116"}, "business-address": {"street1": "5335 SW MEADOWS RD", "street2": "SUITE 201", "city": "LAKE OSWEGO", "state": "OR", "zip": "97035", "phone": "5036840884"}, "mail-address": {"street1": "5335 SW MEADOWS RD", "street2": "SUITE 201", "city": "LAKE OSWEGO", "state": "OR", "zip": "97035"}, "former-company": {"former-conformed-name": "COMMERCIAL BANCORP", "date-changed": "19920703"}}
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 registrant as specified in its charter)

             Oregon                                         93-0810577
    (State of incorporation)                   (IRS Employer Identification No.)

         5335 Meadows Road, Suite 201
         Lake Oswego, Oregon                                  97035
   (Address of principal executive offices)                 (Zip Code)

                  WEST COAST BANCORP 2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               Robert D. Sznewajs
                      President and Chief Executive Officer
                               West Coast Bancorp
                          5335 Meadows Road, Suite 201
                             Portland, Oregon 97035
                            Telephone (503) 684-0884
           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================

       Title of          Amount to be      Proposed     Proposed Maximum  Amount of
   Securities to be       Registered        Maximum        Aggregate     Registration
      Registered                        Offering Price   Offering Price      Fee
                                           Per Share
--------------------------------------------------------------------------------------
    Common Stock,
no par value         1,700,000           (2)       $24,495,580 (2)     $2,254
                          shares (1)
======================================================================================
(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
    statement also covers an indeterminate  number of additional shares reserved
    for issuance  under the 2002 Stock  Incentive Plan as a result of any future
    stock split, stock dividend, or similar adjustment of the outstanding common
    stock.

(2) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and
    the  registration  fee have been computed  based on the sum of (a) $289,180,
    which  represents  the aggregate  purchase  price of 19,000 shares of common
    stock  of  West  Coast  Bancorp  subject  to  outstanding  options  and  (b)
    $24,206,400,  which  represents the fair market value of 1,681,000 shares of
    common stock as to which additional  options or other awards may be granted.
    The latter  figure was  calculated  based on the average of the high and low
    sales prices,  $14.40  reported for the Common Stock on the Nasdaq  National
    Market on May 9, 2002.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

          (a) The  registrant's  Annual  Report on Form 10-K for the year  ended
          December 31, 2001.

          (b) The  registrant's  Quarterly  Report on Form 10-Q for the  quarter
          ended March 31, 2002.

          (c) The  description  of the  registrant's  capital stock  included as
          Exhibit 99.1 to the  Registration  Statement  on Form S-8  (333-35208)
          filed by the registrant on April 20, 2000.

         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Indemnification

         The Oregon  Business  Corporation  Act (the "Oregon Act")  requires the
indemnification  of an  individual  made a party  to a  proceeding  because  the
individual is or was a director,  officer,  employee,  or agent of a corporation
(unless  limited  by  the  corporation's   articles  of  incorporation)  if  the
individual is wholly  successful in the proceeding,  on the merits or otherwise.
In addition, the Oregon Act allows a corporation to indemnify such an individual
if: (a) the  conduct of the  individual  was in good faith;  (b) the  individual
reasonably  believed that the individual's  conduct was in the best interests of
the corporation,  or at least not opposed to its best interests;  and (c) in the
case of any criminal  proceeding,  the  individual  had no  reasonable  cause to
believe that the individual's conduct was unlawful.

         A corporation  may also provide  indemnification  if (x) in the case of
any proceeding by or in the right of the  corporation,  such  individual was not
adjudged  liable to the  corporation  or (y) in connection  with any  proceeding
(other  than a  proceeding  by or in the  right  of  the  corporation)  charging
improper  personal  benefit to the individual,  such individual was not adjudged
liable on the basis that he or she improperly received a personal benefit.

                                      II-1
The  Oregon  Act also  authorizes  a court  to  order  indemnification,
whether  or not the above  standards  of  conduct  have  been met,  if the court
determines  that the officer or director  is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances.

         The  indemnification  described  above is not  exclusive  of any  other
rights to which  officers or  directors  may be entitled  under a  corporation's
articles of incorporation or bylaws, or under any agreement, action of its board
of directors, vote of shareholders or otherwise.

         Article V of the restated  articles of  incorporation of the registrant
provides that the registrant will indemnify each of its directors to the fullest
extent  permissible under the Oregon Act and permits the registrant to indemnify
its officers,  employees,  and agents. Section 5 of the bylaws of the registrant
requires such indemnification for directors and officers, or any individual who,
while a director  of the  corporation,  is or was  serving  at the  registrant's
request 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,  against  liability and expenses,  including
attorney  fees,  actually  and  necessarily   incurred  by  such  individual  in
connection  with  any  threatened,   pending,  or  completed  action,  suit,  or
proceeding to which the individual is a party.  However, the registrant will not
provide  indemnification  when (1) a  director  or officer  commits  intentional
misconduct or knowingly  violates the law; (2) a director or officer is adjudged
liable to the  registrant in a proceeding by or in the right of the  registrant;
or (3) a director  or  officer is  adjudged  liable in any  proceeding  charging
improper  personal benefit on the basis that the director or officer  improperly
received a personal  benefit.  The registrant may, but is not required to, offer
the same rights of  indemnification,  on a case-by-case  basis, to employees and
agents of the  registrant.  Indemnification  rights  and  procedures,  including
entitlement  to  advances  of  expenses,  are set  forth in more  detail  in the
registrant's bylaws.

         The registrant has also entered into  indemnification  agreements  with
its  directors and certain of its officers.  These  agreements  provide that the
registrant  will indemnify its directors and officers who are parties thereto to
the fullest extent permitted under the Oregon Act and the registrant's  articles
of  incorporation  and bylaws  against  expenses  and  liabilities  incurred  in
specified actions, suits or proceedings unless covered by insurance or except in
the circumstances described above.

         ORS 60.367  provides  that any  director  held liable  pursuant to that
section for the unlawful  payment of a dividend or other  distribution of assets
of a corporation shall be entitled to contribution from (a) each shareholder who
accepted  the  dividend  or  distribution  knowing the same to have been made in
violation  of the  Oregon  Act or the  articles  of  incorporation  and (b) each
director  who voted for or assented  to the  dividend  or  distribution  without
complying with the applicable standards of conduct described in ORS 60.357.

      Insurance

         The registrant  maintains  directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a  result  of  claims  brought  against  them in  their  respective
capacities with the registrant.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2
Item 8.  Exhibits.

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-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 of 1933 ("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  15(d)  of the  Securities  Exchange  Act  of  1934
("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 that 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 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to 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.

         (h)  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  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities 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 or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person

                                      II-3
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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                      II-4
SIGNATURES

The Registrant.

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Lake Oswego, state of Oregon, on the 14th day of May,
2002.

                                        WEST COAST BANCORP
                                        (Registrant)

                                        By /s/ Robert D. Sznewajs
                                           ----------------------------------
                                           Robert D. Sznewajs
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 14th day of May, 2002.

          Signature                                Title
          ---------                                -----

      (1) Principal Executive Officer

      /s/ Robert D. Sznewajs                       President, Chief Executive
      ------------------------------               Officer and Director
      Robert D. Sznewajs

      (2) Principal Financial Officer:

      /s/ Anders Giltvedt                          Executive  Vice  President
      -------------------------------              and Chief Financial Officer
      Anders Giltvedt

      (3) Principal Accounting Officer

      /s/ Kevin W. McClung                         Vice President and Controller
      -------------------------------
      Kevin W. McClung

      (4) A majority of the Board of Directors:

         LLOYD D. ANKENY*                 Director, Chairman of the Board
         MICHAEL J. BRAGG*                Director
         WILLIAM B. LOCH*                 Director
         JACK E. LONG*                    Director
         J.F. OUDERKIRK*                  Director
         STEVEN N. SPENCE*                Director

      *By /s/ Robert D. Sznewajs
         ----------------------------
         Robert D. Sznewajs
         Attorney-in-fact

                                      II-5
INDEX TO EXHIBITS

4.1   Restated  Articles  of  Incorporation,  as  amended,  of  the  registrant.
      Incorporated  by  reference to Exhibit 3.2 to the  registrant's  Quarterly
      Report on Form 10-Q for the quarter ended June 30, 1998.

4.2   Restated Bylaws of the registrant as amended. Incorporated by reference to
      Exhibit 3.2 to the  registrant's  Annual  Report on Form 10-K for the year
      ended December 31, 1998.

5     Opinion of Miller Nash LLP.

23.1  Consent of Arthur Andersen LLP.

23.2  Consent of Deloitte & Touche LLP.

23.3  Consent of Miller Nash LLP.  Included in Exhibit 5.

24    Power of attorney of certain officers and directors.

    Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                      II-6