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 401(k) PLAN
                            (Full title of the plan)

                               Robert D. Sznewajs
                      President and Chief Executive Officer
                               West Coast Bancorp
                          5335 Meadows Road, Suite 201
                            Lake Oswego, 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    300,000 shares (1)    (2)           $4,638,000(2)     $375.21

================================================================================

(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
    statement also covers an indeterminate  number of interests to be offered or
    sold pursuant to the plan referenced  above,  as well as such  indeterminate
    number of  additional  shares as may be issuable  under the 401(k) 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 average of the high and
    low per share sales prices,  $15.46,  reported on the Nasdaq  National Stock
    Market on April 7, 2003.





<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  11-K of  West  Coast
            Bancorp 401(k) Plan, filed on July 1, 2002.

            (b) The  registrant's  Annual Report on Form 10-K for the year ended
            December 31, 2002.

            (c) The  description of the  registrant's  capital stock included as
            Exhibit  99.1  to  the  Registration  Statement  on  Form  S-8  (No.
            333-35208) filed 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.

      Until July 2001,  Arthur Andersen LLP ("Arthur  Andersen")  served as West
Coast Bancorp's independent  auditors. As a result, the registrant's  statements
of income,  cash flow,  and changes in  stockholders'  equity for the year ended
December 31, 2000,  incorporated by reference into this  registration  statement
were audited by Arthur  Andersen,  as stated in their  report dated  January 18,
2001. After reasonable efforts,  the registrant was not able to obtain a written
consent  from  Arthur  Andersen  to  the  incorporation  by  reference  in  this
registration  statement  on Form S-8 of their report as required by Section 7 of
the  Securities  Act of 1933,  as amended (the  "Securities  Act").  Under these
circumstances, rules under the Securities Act permit the registrant to file this
registration  statement  without a written consent.  Because Arthur Andersen has
not consented to incorporation by reference of its report herein,  purchasers of
securities registered hereunder will not be able to sue Arthur Andersen pursuant
to Section 11 of the  Securities  Act and may have their  recovery  limited as a
result of the lack of consent.

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

                                      II-1

<PAGE>

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.

      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.

                                      II-2

<PAGE>

      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.

Item 8.  Exhibits.

         The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-7.

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

                                      II-3

<PAGE>

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  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
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, as of the 11th day of
April, 2003.

                                        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 11th day of April, 2003.

               Signature                                  Title

      (1) Principal  Executive Officer:  President,  Chief Executive Officer and
                                         Director

      /s/ Robert D. Sznewajs
      ----------------------
      Robert D. Sznewajs

      (2) Principal Financial Officer:   Executive Vice President and Chief
                                         Financial Officer

      /s/ Anders Giltvedt
      -------------------
      Anders Giltvedt

      (3) Principal Accounting Officer:

      /s/ Kevin M. McClung               Vice President and Controller
      --------------------
      Kevin M. 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
         STEVEN J. OLIVA*                Director
         J.F. OUDERKIRK*                 Director
         STEVEN N. SPENCE*               Director
         DR. NANCY WILGENBUSCH*          Director

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

                                      II-5

<PAGE>

The Plan.

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  of the West  Coast  Bancorp  401(k)  Plan has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Portland,  state of Oregon,  on the 11th day of
April, 2003.

                                         WEST COAST BANCORP 401(k) PLAN

                                         By:  West  Coast  Bancorp,  the plan
                                              administrator


                                         By:  /s/ Richard R. Rasmussen
                                              ------------------------

                                              401(k) Plan Administrative
                                              Committee Representative

                                      II-6

<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     Internal Revenue Service Determination Letter dated October 22, 2002, that
      the West Coast Bancorp  401(k) Plan is qualified  under Section 401 of the
      Internal Revenue Code.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a).

24    Power of attorney of certain directors.



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

                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "wcbs-8403.txt", "description": "S-8", "secsgml_size_bytes": 19083}]
{"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": "333-104458", "film-number": "03646647"}, "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 401(k) PLAN
                            (Full title of the plan)

                               Robert D. Sznewajs
                      President and Chief Executive Officer
                               West Coast Bancorp
                          5335 Meadows Road, Suite 201
                            Lake Oswego, 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    300,000 shares (1)    (2)           $4,638,000(2)     $375.21

================================================================================

(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
    statement also covers an indeterminate  number of interests to be offered or
    sold pursuant to the plan referenced  above,  as well as such  indeterminate
    number of  additional  shares as may be issuable  under the 401(k) 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 average of the high and
    low per share sales prices,  $15.46,  reported on the Nasdaq  National Stock
    Market on April 7, 2003.
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  11-K of  West  Coast
            Bancorp 401(k) Plan, filed on July 1, 2002.

            (b) The  registrant's  Annual Report on Form 10-K for the year ended
            December 31, 2002.

            (c) The  description of the  registrant's  capital stock included as
            Exhibit  99.1  to  the  Registration  Statement  on  Form  S-8  (No.
            333-35208) filed 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.

      Until July 2001,  Arthur Andersen LLP ("Arthur  Andersen")  served as West
Coast Bancorp's independent  auditors. As a result, the registrant's  statements
of income,  cash flow,  and changes in  stockholders'  equity for the year ended
December 31, 2000,  incorporated by reference into this  registration  statement
were audited by Arthur  Andersen,  as stated in their  report dated  January 18,
2001. After reasonable efforts,  the registrant was not able to obtain a written
consent  from  Arthur  Andersen  to  the  incorporation  by  reference  in  this
registration  statement  on Form S-8 of their report as required by Section 7 of
the  Securities  Act of 1933,  as amended (the  "Securities  Act").  Under these
circumstances, rules under the Securities Act permit the registrant to file this
registration  statement  without a written consent.  Because Arthur Andersen has
not consented to incorporation by reference of its report herein,  purchasers of
securities registered hereunder will not be able to sue Arthur Andersen pursuant
to Section 11 of the  Securities  Act and may have their  recovery  limited as a
result of the lack of consent.

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

                                      II-1
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.

      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.

                                      II-2
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.

Item 8.  Exhibits.

         The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-7.

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

                                      II-3
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  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
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, as of the 11th day of
April, 2003.

                                        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 11th day of April, 2003.

               Signature                                  Title

      (1) Principal  Executive Officer:  President,  Chief Executive Officer and
                                         Director

      /s/ Robert D. Sznewajs
      ----------------------
      Robert D. Sznewajs

      (2) Principal Financial Officer:   Executive Vice President and Chief
                                         Financial Officer

      /s/ Anders Giltvedt
      -------------------
      Anders Giltvedt

      (3) Principal Accounting Officer:

      /s/ Kevin M. McClung               Vice President and Controller
      --------------------
      Kevin M. 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
         STEVEN J. OLIVA*                Director
         J.F. OUDERKIRK*                 Director
         STEVEN N. SPENCE*               Director
         DR. NANCY WILGENBUSCH*          Director

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

                                      II-5
The Plan.

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  of the West  Coast  Bancorp  401(k)  Plan has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Portland,  state of Oregon,  on the 11th day of
April, 2003.

                                         WEST COAST BANCORP 401(k) PLAN

                                         By:  West  Coast  Bancorp,  the plan
                                              administrator

                                         By:  /s/ Richard R. Rasmussen
                                              ------------------------

                                              401(k) Plan Administrative
                                              Committee Representative

                                      II-6
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     Internal Revenue Service Determination Letter dated October 22, 2002, that
      the West Coast Bancorp  401(k) Plan is qualified  under Section 401 of the
      Internal Revenue Code.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a).

24    Power of attorney of certain directors.

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

                                      II-7