RECITALS

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                                                                    EXHIBIT 10.1


                          AGREEMENT AND PLAN OF MERGER

        This Agreement and Plan of Merger ("Agreement") between THE BANK OF
NEWPORT ("Newport"), COMMERCIAL BANK ("Commercial"), BANK OF VANCOUVER
("Vancouver") and CENTENNIAL BANK ("Centennial") is dated as of September 30,
1998.

                                    RECITALS

A.  Newport, Commercial, Vancouver and Centennial (collectively, the "Banks")
    are all wholly owned subsidiaries of West Coast Bancorp ("WCB"), a business
    corporation duly organized, validly existing and in good standing under
    federal and Oregon State laws. WCB is also a registered bank holding company
    under the Bank Holding Company Act of 1956, as amended.

B.  Newport is an Oregon state-chartered commercial bank duly organized, validly
    existing, and in good standing under federal and Oregon State laws. The
    names and locations of Newport's principal office and all other offices and
    branches are listed in Schedule A.

C.  Commercial is also an Oregon state-chartered bank duly organized, validly
    existing and in good standing under federal and Oregon State laws. The names
    and locations of Commercial's principal office and all other offices and
    branches are listed in Schedule A.

D.  Vancouver is a Washington state-chartered commercial bank duly organized,
    validly existing, and in good standing under federal and Washington State
    laws. The names and locations of Vancouver's principal office and all other
    offices and branches are listed in Schedule A.

E.  Centennial is also a Washington state-chartered commercial bank duly
    organized, validly existing, and in good standing under federal and
    Washington State laws. The names and locations of Centennial's principal
    office and all other offices and branches are listed in Schedule A.

F.  The Banks each wish to merge Commercial, Vancouver and Centennial with and
    into Newport on the terms and conditions set forth in this Agreement. The
    Board of Directors of each of the Banks has approved this Agreement and has
    authorized its execution and delivery.

Therefore, the parties agree as follows:

                                    AGREEMENT

1.      MERGER TERMS.

        1.1    Merger. Subject to the terms of this Agreement, Commercial,
               Vancouver, and Centennial will merge with and into Newport
               ("Merger"), and after the Merger,


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                Newport will be the surviving Oregon State-chartered commercial
                bank ("Resulting Bank").

        1.2     Closing. Closing of the Merger ("Closing") will take place at
                5:00 p.m. ("Effective Time") on the Closing Date. The Closing
                Date will be a mutually agreed to date following approval of the
                Merger in accordance with Sections 3 and 4 and expiration of all
                applicable waiting periods.

        1.3     Transaction. At the Effective Time, under ORS 711.040, RCW
                30.49, and 12 USC Section 1828(c) and related rules and
                regulations:

                 a.  Commercial, Vancouver, and Centennial Shares. All shares of
                     Commercial, Vancouver and Centennial capital stock issued
                     and outstanding immediately before the Effective Time will
                     be canceled.

                 b.  Newport Shares. All shares of Newport capital stock issued
                     and outstanding immediately before the Effective Time will
                     continue as issued and outstanding shares of the Resulting
                     Bank.

                 c.  Capital. The amount of capital and the number and par value
                     of shares applicable to the Resulting Bank at the Effective
                     Time are set forth in Schedule C.

        1.4     Resulting Bank. The Resulting Bank's name will be "West Coast
                Bank," and the Newport branches which currently operate under
                the assumed business name of "Valley Commercial Bank" will
                discontinue the use of such name. Newport's charter will become
                the Resulting Bank's charter. The proposed Articles of
                Incorporation for the Resulting Bank are attached to this
                Agreement as Exhibit 1 and will be filed with the Oregon
                Secretary of State at the Effective Time. The Resulting Bank's
                principal office will be located at 0000 X.X. Xxxxxxx Xxxx, Xxxx
                Xxxxxx, Xxxxxx, and all current offices of the Banks, listed in
                Schedule A, will become offices of the Resulting Bank. The
                Resulting Bank will be a wholly owned subsidiary of WCB with the
                same number of issued and outstanding shares as the issued and
                outstanding shares of Newport immediately before the Effective
                Time.

        1.5     Transfer of Interests. At the Effective Time, as provided in ORS
                711.040 and RCW 30.49, all of the Banks' assets, rights,
                interests, and liabilities will be transferred to the Resulting
                Bank.

        1.6     Resulting Bank Directors. The names of the members of the
                Resulting Bank's Board of Directors (collectively, the
                "Resulting Directors"), effective at the Effective Time, are
                listed in Schedule B. The Resulting Directors will serve on the
                Resulting Bank's Board of Directors until the next annual
                meeting of the Resulting Bank's shareholders or until their
                successors have been elected and


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                qualified. Nothing in this Subsection 1.6 or this Agreement
                restricts in any way any rights of the Resulting Bank's
                shareholders and directors at any time after the Effective Time
                to nominate, elect, select or remove the Resulting Bank's
                directors.

        1.7     Resulting Bank Officers. The names of the Resulting Bank's
                executive officers (collectively, the "Resulting Officers") are
                listed in Schedule B. Nothing in this Subsection 1.7 or this
                Agreement restricts in any way any rights of the Resulting
                Bank's shareholders and directors at any time after the
                Effective Time to nominate, elect, select or remove the
                Resulting Bank's executive officers. The parties agree that the
                official titles of the officers listed in Schedule B may be
                changed by WCB before Closing without notice to the parties.

2.      SHAREHOLDER APPROVAL.

        The Merger and this Agreement are subject to approval by WCB, as the
sole shareholder of each of the Banks. If WCB does not approve the Merger and
this Agreement, this Agreement is void, and the parties are relieved of their
obligations and responsibilities under this Agreement.

3.      DIRECTOR APPROVAL.

        The Merger and this Agreement are subject to approval by the Director of
the Financial Institutions Division of the Oregon Department of Consumer and
Business Services and the Director of the Division of Banking of the Washington
Department of Financial Institutions (collectively, the "Directors"). If the
Directors do not approve the Merger and this Agreement, this Agreement is void,
and the parties are relieved of their obligations and responsibilities under
this Agreement.

4.      OTHER APPROVALS.

        The Merger and this Agreement are subject to approval by the Federal
Deposit Insurance Corporation and all other regulatory agencies having
jurisdiction with respect to the Merger. If these agencies do not approve the
Merger and this Agreement, this Agreement is void, and the parties are relieved
of their obligations and responsibilities under this Agreement.

5.      TERMINATION.

        The parties may terminate this Agreement at any time before the Closing
Date by mutual consent.

6.      MISCELLANEOUS PROVISIONS.

        6.1     Binding Effect. This Agreement is binding and inures to the
                benefit of the parties and their respective successors and
                assigns.

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        6.2     Assignment. The parties may not assign this Agreement or any
                rights under this Agreement, unless the other parties consent in
                writing to the assignment.

        6.3     Amendment and Waiver. Except as this Agreement otherwise
                expressly provides, it contains the parties' entire
                understanding. No modification or amendment of its terms or
                conditions is effective unless in writing and signed by the
                parties, or their respective duly authorized agents.

        6.4     Section Headings. The section headings included in this
                Agreement are for reference and convenience only and are not a
                substantive part of this Agreement.

        6.5     Counterparts. This Agreement may be executed in one or more
                counterparts. Each of these counterparts are deemed an original,
                and all counterparts taken together constitute one and the same
                document.

        6.6     Governing Law. The parties intend this Agreement to be governed
                by Oregon State law, except to the extent Washington State or
                Federal law may govern certain matters.


                   [SIGNATURES APPEAR ON THE FOLLOWING PAGES]


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        This Agreement is executed as of September 30, 1998.


THE BANK OF NEWPORT


By  /s/ Xxxxxxx X. Xxxxxxx
    -----------------------------
    Xxxxxxx X. Xxxxxxx
    Its: President and CEO


STATE OF OREGON       )
                      ) ss.
COUNTY OF LINCOLN     )

        On this day 30th day of September, 1998, before me personally appeared
XXXXXXX X. XXXXXXX, to me known to be the President and Chief Executive Officer
of The Bank of Newport, the corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said corporation, for the uses and purposes therein mentioned, and
on oath stated that he was authorized to execute the said instrument, and that
the seal affixed, if any, is the corporate seal of said corporation.

        IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal the day and year first above written.


                                          /s/ Xxxxxxx X. Xxxxxxx
                                          ---------------------------
                                          Signature)

                                          Xxxxxxx X. Xxxxxxx
                                          ---------------------------
                                          (Please print name legibly)

                                          NOTARY PUBLIC in and for the State of
                                          Oregon, residing at 000 XX 0xx,
                                          Xxxxxxx. My commission expires:
                                          9/28/01.


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COMMERCIAL BANK


By  /s/ Xxxxx X. Xxxxxx
    ----------------------------
   Xxxxx X. Xxxxxx
   Its:  President and CEO


STATE OF OREGON       )
                      ) ss.
COUNTY OF XXXXXX      )

        On this day 30th day of September, 1998, before me personally appeared
XXXXX X. XXXXXX, to me known to be the President and Chief Executive Officer of
Commercial Bank, the corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said corporation, for the uses and purposes therein mentioned, and
on oath stated that he was authorized to execute the said instrument, and that
the seal affixed, if any, is the corporate seal of said corporation.

        IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal the day and year first above written.


                                             /s/ Xxxxxxxx X. Xxxxxx
                                             -----------------------------
                                             (Signature)

                                             Xxxxxxxx X. Xxxxxx
                                             -----------------------------
                                             (Please print name legibly)

                                             NOTARY PUBLIC in and for the State
                                             of Oregon, residing at Salem,
                                             Oregon. My commission expires:
                                             7/19/2001.




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BANK OF VANCOUVER


By   /s/ Xxxxxx X. XxXxxx
     ---------------------------
     Xxxxxx X. XxXxxx
     Its:  President and CEO


STATE OF OREGON       )
                      ) ss.
COUNTY OF CLACKAMAS   )

        On this day 30th day of September, 1998, before me personally appeared
XXXXXX X. XXXXXX to me known to be the President and Chief Executive Officer of
Bank of Vancouver, the corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said corporation, for the uses and purposes therein mentioned, and
on oath stated that he was authorized to execute the said instrument, and that
the seal affixed, if any, is the corporate seal of said corporation.

        IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal the day and year first above written.


                                             /s/ Xxxx X. Xxxx
                                             ---------------------------------
                                             (Signature)

                                             Xxxx X. Xxxx
                                             ---------------------------------
                                             (Please print name legibly)

                                             NOTARY PUBLIC in and for the State
                                             of Oregon, residing at Lake Oswego.
                                             My commission expires: 9/22/2001.




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CENTENNIAL BANK


By /s/ Xxxxxx X. Xxxxxxxxxx
   ----------------------------
   Xxxxxx X. Xxxxxxxxxx
   Its:  President and COO



STATE OF WASHINGTON   )
                      ) ss.
COUNTY OF  XXXXXXXX   )

        On this day 30th day of September, 1998, before me personally appeared
XXXXXX X. XXXXXXXXXX, to me known to be the President and Chief Operations
Officer of Centennial Bank, the corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute the said
instrument, and that the seal affixed, if any, is the corporate seal of said
corporation.

        IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal the day and year first above written.


                                             /s/ Xxxxxx X. Xxxxxx
                                             ----------------------------------
                                             (Signature)

                                             Xxxxxx X. Xxxxxx
                                             ----------------------------------
                                             (Please print name legibly)

                                             NOTARY PUBLIC in and for the State
                                             of Washington, residing at Olympia.
                                             My commission expires: 5/15/99.


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