WESTAMERICA BANCORPORATION, DEF 14A, 1998-03-18

WESTAMERICA BANCORPORATION
DEF 14A, 1998-03-18
NATIONAL COMMERCIAL BANKS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

WESTAMERICA BANCORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing party:

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

(4) Date filed:

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

<PAGE>

[LOGO OF WESTAMERICA BANCORPORATION]

1108 Fifth Avenue
San Rafael, California 94901
March 19, 1998

To Our Shareholders:

The Annual Meeting of Shareholders of Westamerica Bancorporation will be
held at 2:00 p.m. on Tuesday, April 21, 1998, at the Showcase Theatre, Marin
Center, San Rafael, California, as stated in the formal notice accompanying this
letter. We hope you will plan to attend.

At the Annual Meeting, the shareholders will be asked to elect directors
and to approve the selection of independent auditors.

Please sign and return the enclosed proxy as promptly as possible so that
your shares may be represented at the Annual Meeting. If you attend, you may
vote in person even though you previously returned your proxy.

We look forward to seeing you at the Annual Meeting on Tuesday, April 21,
1998.

Sincerely,

/s/ David L. Payne

DAVID L. PAYNE
Chairman of the Board,
President and Chief Executive Officer

<PAGE>

WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, California 94901

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

Notice of Annual Meeting of Shareholders--April 21, 1998

To the Shareholders of WESTAMERICA BANCORPORATION:

The Annual Meeting of Shareholders will be held at the Showcase Theatre,
Marin Center, San Rafael, California, on Tuesday, April 21, 1998, at 2:00 p.m.
for the purpose of:

1. Electing 13 directors;

2. Approving the selection of independent auditors for 1998; and

3. Transacting such other business as may properly come before the Annual
Meeting.

Shareholders of record at the close of business on February 27, 1998, are
entitled to notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof. You are cordially invited to attend the Annual Meeting. If
you do not expect to be present, please complete, sign and date the accompanying
proxy and mail it at once in the enclosed envelope. No postage is necessary if
mailed within the United States.

Westamerica Bancorporation's Annual Report for the fiscal year ended
December 31, 1997 is enclosed. The Annual Report contains financial and other
information about the activities of Westamerica Bancorporation, but it is not to
be deemed a part of the proxy soliciting materials.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Kris Irvine

Kris Irvine
Assistant Corporate Secretary

Dated: March 19, 1998

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

YOUR VOTE IS IMPORTANT

YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.

- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

Page
-----
GENERAL ................................................................. 1
ELECTION OF DIRECTORS ................................................... 2
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS AND CERTAIN
COMMITTEES OF THE BOARD ................................................ 3
EXECUTIVE OFFICERS ...................................................... 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .......... 5
EXECUTIVE COMPENSATION .................................................. 8
OTHER ARRANGEMENTS ...................................................... 10
BOARD COMPENSATION COMMITTEE REPORT ..................................... 12
STOCK PERFORMANCE CHART ................................................. 14
APPROVAL OF AUDITORS .................................................... 14
OTHER MATTERS ........................................................... 15

<PAGE>

WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, California 94901

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

PROXY STATEMENT
March 19, 1998

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

GENERAL

This proxy statement is furnished in connection with the solicitation of
proxies by the Westamerica Bancorporation (the "Corporation") Board of Directors
(the "Board") for use at the Annual Meeting of Shareholders to be held at 2:00
p.m., Tuesday, April 21, 1998, at the Showcase Theatre, Marin Center, San
Rafael, California, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders (the "Meeting"). This proxy statement and proxy
are being mailed to shareholders on or about March 19, 1998.

Voting Rights and Vote Required. Shareholders of record of the
Corporation's common stock at the close of business on February 27, 1998, the
record date, are entitled to vote at the Meeting. On that date, approximately
42,687,270 shares of the Corporation's common stock were outstanding. The
determination of shareholders entitled to vote at the Meeting and the number of
votes to which they are entitled was made on the basis of the Corporation's
records as of the record date.

Each share is entitled to one vote, except that with respect to the
election of directors, a shareholder may cumulate votes as to candidates
nominated prior to voting if any shareholder gives notice of intent to cumulate
votes at the Meeting prior to the voting. If any shareholder gives such notice,
all shareholders may cumulate their votes for nominees. Under cumulative voting,
each share carries as many votes as the number of directors to be elected, and
the shareholder may cast all of such votes for a single nominee or distribute
them in any manner among as many nominees as desired.

In the election of directors, the 13 nominees receiving the highest number
of votes will be elected. Approval of the selection of the independent auditors
will require the affirmative vote of a majority of the shares represented and
voting at the Meeting. Abstentions will not count as votes in favor of the
election of directors or any of the other proposals.

Quorum. A majority of the shares entitled to vote, represented either in
person or by a properly executed proxy, will constitute a quorum at the Meeting.
Shares which abstain from voting and "broker non-votes" (shares as to which
brokerage firms have not received voting instructions from their clients and
therefore do not have the authority to vote the shares at the Meeting) will be
counted for purposes of determining a quorum only.

Voting of Proxies. The shares represented by all properly executed proxies
received in time for the Meeting will be voted in accordance with the
shareholders' choices specified therein; provided, however, that where no
choices have been specified, the shares will be voted to approve the selection
of KPMG Peat Marwick LLP as independent auditors. When exercising the powers
granted to proxy holders under the caption "ELECTION OF DIRECTORS," the shares
will be voted for the election of directors in the manner described therein.

The Board knows of no matters to be brought before the Meeting other than
the election of directors and the selection of independent auditors for 1998.
If, however, any other matters of which the Board is not now aware are properly
presented for action, it is the intention of the proxy holders named in the
enclosed form of proxy to vote such proxy on such matters in accordance with
their best business judgment.

<PAGE>

Revocability of Proxy. The delivery of the enclosed proxy does not preclude
the shareholder delivering the proxy from voting in person or changing the proxy
should the shareholder so desire. The proxy may be revoked by a written
directive to the Corporation, by another proxy subsequently executed and
presented at the Meeting at any time prior to the actual voting or by attendance
and voting at the Meeting.

Shareholder Proposals. To be considered for inclusion in the Corporation's
proxy statement for next year's annual meeting, shareholder proposals must be
received at the Corporation's executive offices at 1108 Fifth Avenue, San
Rafael, California 94901, no later than November 19, 1998.

ELECTION OF DIRECTORS

Charles I. Daniels, Jr. has announced his intention to retire from the
Board effective March 26, 1998. As a result, the number of directors of the
Board to be elected at the meeting to hold office for the ensuing year and until
their successors are elected and qualified is 13. It is the intention of the
proxy holders named in the enclosed proxy to vote such proxies (except those
containing contrary instructions) for the 13 nominees named below.

The Board does not anticipate that any of the nominees will be unable to
serve as a director, but if that should occur before the Meeting, the proxy
holders reserve the right to substitute as nominee and vote for another person
of their choice in the place and stead of any nominee unable so to serve. The
proxy holders reserve the right to cumulate votes for the election of directors
and cast all of such votes for any one or more of the nominees, to the exclusion
of the others, and in such order of preference as the proxy holders may
determine in their discretion.
<TABLE>

Nominees. The nominees for election to the office of director of the Board
are named and certain information with respect to them is given below. The
information has been furnished to the Corporation by the respective nominees.
All of the nominees have engaged in their indicated principal occupation for
more than five years, unless otherwise indicated.

<CAPTION>
Director
Name of Nominee Principal Occupation Since
- ---------------------------------- --------------------------------------------------------------- ---------
<S> <C> <C>
Etta Allen ....................... Mrs. Allen, born in 1929, is president and owner of Allen 1988
Heating and Sheet Metal of Greenbrae.
Louis E. Bartolini ............... Mr. Bartolini, born in 1932, retired in 1988 as a vice presi- 1991
dent and financial consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc.
Don Emerson ...................... Mr. Emerson, born in 1928, was president of Calso 1979
Company. He presently devotes his time to personal
investments.
Louis H. Herwaldt ................ Mr. Herwaldt, born in 1932, is President of Herwaldt Au- 1997
tomotive Group, Inc. Prior to 1996, Mr. Herwaldt had been
President of Herwaldt Oldsmobile-GMC Truck since 1969,
President of Saturn of Fresno since 1991, and President of
Herwaldt Motors since 1993. Mr. Herwaldt served as a di-
rector of ValliCorp Holdings, Inc. ("ValliCorp"), which
merged with and into the Corporation in 1997.
Arthur C. Latno, Jr. ............. Mr. Latno, born in 1929, was an Executive Vice President 1985
for Pacific Telesis Group (formerly Pacific Telephone Co.).
Mr. Latno retired from that company in November of 1992.
Patrick D. Lynch ................. Mr. Lynch, born in 1933, is a consultant and director for 1986
several high technology firms.
Catherine Cope MacMillan ......... Ms. MacMillan, born in 1947, is president and owner of The 1985
Firehouse Restaurant in Sacramento.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Director
Name of Nominee Principal Occupation Since
- ------------------------------ -------------------------------------------------------------- ---------
<S> <C> <C>
Patrick J. Mon Pere .......... Mr. Mon Pere, born in 1931, is the owner and 1997
President/CEO of Patrick James, Inc., a men's retail cloth-
ing firm. Mr. Mon Pere served as a director of ValliCorp,
which merged with and into the Corporation in 1997.
Ronald A. Nelson ............. Mr. Nelson, born in 1942, was vice president of Charles M. 1988
Schulz Creative Associates, a general partner in various
Schulz partnerships and trustee for various Schulz trusts
and the Schulz foundation. He now devotes his time to
personal investments.
Carl R. Otto ................. Mr. Otto, born in 1946, is the President and Chief 1992
Executive Officer of John F. Otto, Inc., a general contract-
ing firm in Sacramento.
David L. Payne ............... Mr. Payne, born in 1955, is the Chairman of the Board, 1984
President and Chief Executive Officer of the Corporation.
Mr. Payne is President and Chief Executive Officer of
Gibson Printing and Publishing Company and Gibson Ra-
dio and Publishing Company, which are newspaper, com-
mercial printing and real estate investment companies
headquartered in Vallejo.
Michael J. Ryan, Jr. ......... Mr. Ryan, born in 1930, has been involved in Ryan Farms, 1997
a diversified farming venture, as well as investments and
real estate since 1957. Mr. Ryan served as a director of
ValliCorp, which merged with and into the Corporation
in 1997.
Edward B. Sylvester .......... Mr. Sylvester, born in 1936, is the owner of Sylvester Engi- 1979
neering, Inc., a civil engineering and planning firm.
</TABLE>

CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD

The Board held a total of 13 meetings during 1997. Every director attended
at least 75%, with the exception of Michael J. Ryan, Jr., who attended 71%, of
the aggregate of: (i) the 13 Board meetings or that number of Board meetings
held during the period in which they served; and (ii) all of the meetings of any
Committee of the Board on which such director served.

Committees of the Board. The Board has an Executive Committee, the members
of which are D. L. Payne, Chairman, D. Emerson, A. C. Latno, Jr., P. D. Lynch
and E. B. Sylvester. The Board delegates to the Executive Committee, subject to
the limitations of the California General Corporation Law, any powers and
authority of the Board in the management of the business and affairs of the
Corporation. The Executive Committee held 12 meetings in 1997.

The Board has an Audit Committee, the members of which are R. A. Nelson,
Chairman, E. Allen, L. E. Bartolini, C. I. Daniels, Jr. and C. R. Otto. The
Audit Committee reviews with the Corporation's independent auditors and
management the Corporation's accounting principles, policies and practices and
its reporting policies and practices. The Audit Committee reviews with the
independent auditors the plan and results of the auditing engagement and
reviews the scope and results of the procedures of the Corporation's internal
Audit Department. The Audit Committee conducts investigations of the adequacy
of the Corporation's internal accounting procedures and reviews the results of
such investigations with the Corporation's internal audit staff and with the
Board. The Audit Committee reviews the reports of examinations conducted by
bank regulatory authorities. The Audit Committee held six meetings in 1997.

<PAGE>

The Board has an Employee Benefits and Compensation Committee, the members
of which are P. D. Lynch, Chairman, E. Allen, D. Emerson, A. C. Latno, Jr., C.
C. MacMillan and R. A. Nelson. The Employee Benefits and Compensation Committee
administers and carries out the terms of the Corporation's employee stock
option plans as well as the tax deferred savings and retirement and
profit-sharing plans. The Employee Benefits and Compensation Committee
administers the Corporation's compensation programs and reviews and recommends
to the Board the compensation level for the executive officers of the
Corporation and its subsidiaries. The Employee Benefits and Compensation
Committee also reviews the performance of and recommends promotions for the
executive officers of the Corporation. The Employee Benefits and Compensation
Committee held five meetings in 1997.

The Board has a Nominating Committee for the election of directors, the
members of which are A. C. Latno, Jr., Chairman, L. E. Bartolini, C. I.
Daniels, Jr., D. Emerson, C. C. MacMillan, D. L. Payne and E. B. Sylvester. The
Nominating Committee is responsible for reviewing the fees paid to directors
for attendance at Board and Committee meetings and making recommendations with
respect thereto. The Nominating Committee will consider shareholder nominations
for election to the Board submitted in accordance with section 2.14 of the
Bylaws of the Corporation ("Section 2.14"). Section 2.14 requires that
nominations be submitted in writing to the Secretary (or Assistant Secretary)
of the Corporation within not less than 14 days nor more than 50 days prior to
the annual meeting at which directors will be elected and that nominations
contain certain specified information regarding the nominee and the nominating
shareholder. The Nominating Committee held one meeting in 1997.

The Board of Westamerica Bank ("WAB") has a Loan and Investment Committee,
the members of which are E. B. Sylvester, Chairman, A. C. Latno, Jr., P. D.
Lynch and C. C. MacMillan. The Loan and Investment Committee is responsible for
reviewing major loans and investment policies and for monitoring the activities
related to the Community Reinvestment Act. The Loan and Investment Committee
held 12 meetings in 1997.

Directors' Fees. During 1997, directors of the Corporation received an
annual retainer of $14,000. Each director received $1,000 for each meeting of
the Board that he or she attended.

During 1997, nonemployee directors received $500 for each Committee meeting
of the Board attended. The Chairman of each Committee received an additional
$250, for a total of $750, for each Committee meeting attended. The Chairman of
the Board, D. L. Payne, is compensated as an employee and did not receive an
annual retainer or director's fees.

Indebtedness of Directors and Management. Certain of the directors,
executive officers and their associates have had banking transactions with
subsidiaries of the Corporation in the ordinary course of business. All
outstanding loans and commitments included in such transactions were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, did not
involve more than a normal risk of collectibility and did not present other
unfavorable features.

<PAGE>
EXECUTIVE OFFICERS
<TABLE>

The executive officers of the Corporation and WAB serve at the pleasure of
the Board and are subject to annual appointment by the Board at its first
meeting following the Annual Meeting of Shareholders. It is anticipated that
each of the executive officers listed below will be reappointed to serve in such
capacities at the first meeting of the Board following the Meeting. The
executive officers include David L. Payne, President and Chief Executive
Officer, about whom information is provided above, and the following persons:

<CAPTION>
Held
Name of Executive Position Since
- ---------------------------- -------------------------------------------------------------- ------
<S> <C> <C>
E. Joseph Bowler ........... Mr. Bowler, born in 1936, is Senior Vice President and Trea- 1980
surer for the Corporation.
Robert W. Entwisle ......... Mr. Entwisle, born in 1947, is Senior Vice President in 1986
charge of the Banking Division of WAB.
Jennifer J. Finger ......... Ms. Finger, born in 1954, is Senior Vice President and Chief 1997
Financial Officer for the Corporation. From 1993 to 1997,
Ms. Finger was Senior Vice President of Corporate Devel-
opment with Star Banc Corporation in Cincinnati, Ohio.
Evan N. Fricker ............ Mr. Fricker, born in 1938, is Vice President and General 1983
Auditor for the Corporation.
Charles L. Fritz ........... Mr. Fritz, born in 1936, is Executive Vice President and 1988
Chief Credit Officer of the Corporation.
Dennis R. Hansen ........... Mr. Hansen, born in 1950, is Senior Vice President and 1978
Controller for the Corporation.
Thomas S. Lenz ............. Mr. Lenz, born in 1937, is Senior Vice President and Chief 1989
Credit Administrator of WAB.
Hans T. Y. Tjian ........... Mr. Tjian, born in 1939, is Senior Vice President and Man- 1989
ager of the Operations and Systems Administration Divi-
sion of WAB.
</TABLE>

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners. To the best knowledge of
the Corporation, as of the date of this proxy statement, no person or entity was
the beneficial owner of more than 5% of the Corporation's outstanding shares.
For the purpose of this disclosure and the disclosure of ownership of shares by
management below, shares are considered to be "beneficially" owned if the person
has or shares the power to vote or direct the voting of the shares, the power to
dispose of or direct the disposition of the shares, or the right to acquire
beneficial ownership (as so defined) within 60 days of February 27, 1998.

5
<PAGE>
<TABLE>

Security Ownership of Directors and Management. The following table shows
the number of common shares and the percentage of the common shares beneficially
owned (as defined above) by each of the current directors, by each of the
nominees for election to the office of director, by the Chief Executive Officer
and the four other most highly compensated executive officers and by all
directors and executive officers of the Corporation as a group as of February
27, 1998.

<CAPTION>
Amount and Nature of Beneficial Ownership(1)
--------------------------------------------------------------------------
Sole Shared Right to
Voting and Voting and Acquire Within Percent of
Investment Investment 60 Days of Shares of
Name Power Power February 27, 1998(2) Total(3) Class(4)
- ---------------------------------- ------------------- ------------ ---------------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Etta Allen ....................... 10,671 (5) 10,671 *
Louis E. Bartolini ............... 1,800 1,800 *
Charles I. Daniels, Jr. .......... 2,133 2,133 *
Don Emerson ...................... 67,650 67,650 *
Louis H. Herwaldt ................ 30,000 30,000 *
Arthur C. Latno, Jr. ............. 3,156 (6) 3,156 *
Patrick D. Lynch ................. 1,200 1,200 *
Catherine Cope MacMillan ......... 1,800 1,800 *
Patrick J. Mon Pere .............. 218,529 9,909 228,438 *
Ronald A. Nelson ................. 33,000 33,000 *
Carl R. Otto ..................... 6,000 6,000 *
David L. Payne ................... 607,095 (7) 11,075 298,494 916,664 2.13%
Michael J. Ryan, Jr. ............. 71,985 (8) 9,387 81,372 *
Edward B. Sylvester .............. 81,690 81,690 *
Robert W. Entwisle ............... 7,335 (9) 8,910 111,696 127,941 *
Hans T. Y. Tjian ................. 74,853 (10) 16,221 112,749 203,823 *
Charles L. Fritz ................. 35,850 (11) 12,800 89,349 137,999 *
E. Joseph Bowler ................. 86,420 23,205 58,398 168,023 *
All 22 Directors and Officers
as a Group ...................... 1,353,869 102,538 779,526 2,235,933 5.14%
<FN>

- --------
* Indicates that the percentage of the outstanding shares beneficially owned
is less than one percent (1%).
(1) All numbers reflect the 3-for-1 stock split which was effective on
February 25, 1998. Includes shares beneficially owned, directly and
indirectly, together with associates. Subject to applicable community
property laws and shared voting or investment power with a spouse, the
persons listed have sole voting and investment power with respect to such
shares unless otherwise noted.
(2) During 1996, the Corporation adopted the Westamerica Bancorporation
Deferral Plan which allows recipients of restricted performance shares to
defer income into succeeding years. Includes restricted performance shares
vesting on March 31, 1998, whether or not deferred by the executive into
the Westamerica Bancorporation Deferral Plan.
(3) Includes directors' qualifying shares.
(4) In calculating the percentage of ownership, all shares which the
identified person or persons have the right to acquire by exercise of
options are deemed to be outstanding for the purpose of computing the
percentage of the class owned by such person, but are not deemed to be
outstanding for the purpose of computing the percentage of the class owned
by any other person.
(5) Includes 10,350 shares held in a trust, as to which Mrs. Allen is trustee.
(6) Includes 1,200 shares owned by Mr. Latno's wife, as to which Mr. Latno
disclaims beneficial ownership.
(7) Includes 528,837 shares owned by Gibson Radio and Publishing Company, of
which Mr. Payne is President and Chief Executive Officer, as to which Mr.
Payne disclaims beneficial ownership.
(8) Held in a trust, as to which Mr. Ryan is co-trustee with sole voting and
investment power.
(9) Includes 5,805 shares held in a trust, as to which Mr. Entwisle is
co-trustee with sole voting and investment power.
(10)Held in a trust, as to which Mr. Tjian is co-trustee with sole voting and
investment power.
(11)Includes 4,050 shares owned by Mr. Fritz's wife, as to which Mr. Fritz
disclaims beneficial ownership.

</FN>
</TABLE>

6
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's directors and executive officers and
persons who own 10% or more of a registered class of the Corporation's equity
securities to file with the Securities and Exchange Commission (the "SEC") and
the National Association of Securities Dealers initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Corporation. Such persons are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) reports they file.

To the Corporation's knowledge, based solely on a review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, during the fiscal year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its officers, directors and
10% shareholders were complied with, except with respect to Jennifer J. Finger
and Hans T. Y. Tjian.

During 1997, Ms. Finger inadvertently failed to file a Form 3 report of
initial ownership, which filing obligation arose upon her employment by the
Corporation as Senior Vice President and Chief Financial Officer. The Form 3 was
filed with the SEC in February 1998.

During 1996 and 1997, Mr. Tjian made two gifts of Corporation common stock
which he inadvertently failed to timely report. These transactions were reported
on Forms 4 filed in April 1997 and March 1998, respectively. During 1997, Mr.
Tjian inadvertently failed to timely report on a Form 4 the conversion of shares
of ValliCorp common stock into Corporation common stock as a result of the
merger of the two companies effective April 12, 1997. This transaction was
reported on a Form 4 filed in October 1997.

7
<PAGE>

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation of the
Corporation's Chief Executive Officer and the four other most highly compensated
executive officers for services in all capacities to the Corporation, WAB and
other subsidiaries during 1997, 1996 and 1995. Share numbers have been adjusted
for the 3-for-1 stock split effective February 25, 1998.

<TABLE>

SUMMARY COMPENSATION TABLE

<CAPTION>
All Other
Compensa-
Annual Compensation Long-Term Compensation tion (5)
----------------------------------------------- ---------------------------- ------------------
Name and Restricted Securities
Principal Stock Underlying
Position Year Salary Bonus(1) Other(2) Awards(3)(4) Options(3)
- --------------------- ------ ------------ ---------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
David L. Payne, 1997 $ 272,016 $150,000 $ 1,200 $ 0 96,000 $ 32,743 (6)
President & CEO 1996 272,016 260,000 0 0 94,650 32,880 (6)
1995 272,016 232,800 3,291 0 73,800 42,785 (6)
Robert W. Entwisle, 1997 $ 134,280 $ 72,300 $13,096 $ 120,698 25,800 $ 18,354
SVP 1996 134,280 66,200 12,000 127,531 25,500 17,385
1995 134,280 70,000 12,280 90,713 15,900 16,755
Hans T. Y. Tjian, 1997 $ 130,008 $ 75,600 $12,000 $ 108,570 23,250 $ 19,850
SVP 1996 130,008 68,200 12,000 113,619 22,950 18,237
1995 130,008 66,800 12,690 81,488 14,400 18,090
Charles L. Fritz, 1997 $ 120,960 $ 66,700 $12,000 $ 108,570 23,250 $ 20,522
EVP & CCO 1996 120,960 60,200 12,000 113,619 22,950 18,905
1995 120,960 59,800 12,000 81,488 14,400 18,635
E. Joseph Bowler 1997 $ 98,160 $ 55,500 $12,000 $ 60,060 12,600 $ 18,754
SVP & Treasurer 1996 98,160 49,600 12,000 62,606 12,450 17,429
1995 98,160 48,500 12,280 56,888 8,700 16,692
<FN>

- --------
(1) Includes bonuses in the year in which they were earned.
(2) Includes monthly auto allowance for each individual and the amount of any
taxable perquisites.
(3) The Corporation grants restricted performance shares and nonqualified stock
options in the first quarter of each year based on corporate performance in
the prior calendar year. As with all outstanding shares of common stock,
dividends are paid on vested restricted performance shares. At December 31,
1997, these individuals held the following unvested restricted performance
shares with the following fair market values, based on a price on such date
of $34.08 per share: Entwisle (23,370 shares valued at $796,450); Tjian
(20,940 shares valued at $713,635); Fritz (20,940 shares valued at
$713,635); and Bowler (12,720 shares valued at $433,498). The following
table sets forth the restricted performance share grants which were made on
the following dates to the named individuals:
</FN>
</TABLE>

<TABLE>
<CAPTION>
Jan. 25, 1995 Jan. 24, 1996 Jan. 22, 1997
Market Price: $10.25/Share Market Price: $15.46/Share Market Price: $19.25/Share
---------------------------- ---------------------------- ---------------------------
<S> <C> <C> <C>
David L. Payne ............. 0 0 0
Robert W. Entwisle ......... 8,850 8,250 6,270
Hans T. Y. Tjian ........... 7,950 7,350 5,640
Charles L. Fritz ........... 7,950 7,350 5,640
E. Joseph Bowler ........... 5,550 4,050 3,120

<FN>

Mr. Payne's 1995, 1996 and 1997 restricted performance shares were canceled
by the Employee Benefits and Compensation Committee on October 22, 1997,
with Mr. Payne's consent, in exchange for Mr. Payne receiving the right to
receive a nonqualified pension from the Corporation. See "Other
Arrangements--Pension Agreement."
(4) Restricted performance share grants based on corporate performance in 1997
were made on January 21, 1998 (on which date the market price was $32.79 per
share) to the named individuals as follows: Payne--0; Entwisle--3,990;
Tjian--3,570; Fritz--3,570; and Bowler--2,040.
(5) Includes 1997 matching contributions made by the Corporation under the WABC
Tax Deferred
(Footnotes continued on next page)

8
<PAGE>

Savings/Retirement Plan ("ESOP") for the accounts of Messrs. Payne,
Entwisle, Tjian, Fritz and Bowler of: Payne--0; Entwisle--$9,500;
Tjian--$9,410; Fritz--$9,500; and Bowler--$9,500; and
1997 contributions made by the Corporation under the WABC Profit
Sharing/Retirement Plan for the accounts of Messrs. Payne, Entwisle, Tjian,
Fritz and Bowler of: Payne--$7,200; Entwisle--$7,200; Tjian--$7,200;
Fritz--$7,200; and Bowler--$7,200; and
1997 insurance premiums paid by the Corporation for the accounts of Messrs.
Payne, Entwisle, Tjian, Fritz and Bowler in the amounts of: Payne--$1,008;
Entwisle--$1,654; Tjian--$3,240; Fritz--$3,822; and Bowler--$2,054.
(6) Includes the dollar value of the benefit to Mr. Payne of the remainder of
the premium payable by the Corporation with respect to a split dollar life
insurance policy for Mr. Payne (projected on an actuarial basis) in the
amounts of $24,236, $23,140 and $21,987 for 1995, 1996 and 1997,
respectively; and bonuses paid to Mr. Payne which he used to pay his portion
of split dollar life insurance premiums in the amounts of $2,166, $2,357 and
$2,548 in 1995, 1996 and 1997, respectively.
</FN>
</TABLE>

The following table describes stock options that were granted pursuant to
the Westamerica Bancorporation 1995 Stock Option Plan (the "1995 Stock Option
Plan") to the Corporation's Chief Executive Officer and the four other most
highly compensated executive officers in the fiscal year ended December 31,
1997. All of these grants were made on January 22, 1997, based on achievement of
1996 corporate performance objectives, and have been adjusted for the 3-for-1
stock split effective February 25, 1998.

<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR

<CAPTION>
Number Percent
of Securities of Total
Underlying Options Granted Grant
Options to All Employees Exercise Expiration Date
Name Granted (1) in Fiscal Year Price Date Value (2)
- ---------------------------- --------------- ------------------ ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
David L. Payne ............. 96,000 18% $ 19.25 01/22/2007 $445,344
Robert W. Entwisle ......... 25,800 5 19.25 01/22/2007 119,686
Hans T. Y. Tjian ........... 23,250 4 19.25 01/22/2007 107,857
Charles L. Fritz ........... 23,250 4 19.25 01/22/2007 107,857
E. Joseph Bowler ........... 12,600 2 19.25 01/22/2007 58,451
<FN>

- --------
(1) All options are nonqualified stock options which vest over a three-year
period: 1/3 one year after grant date, additional 1/3 two years after grant
date, and fully three years from grant date. All options have an exercise
price equal to the market value on the date of grant. The terms of all of
the Corporation's stock option plans provide that options may become
exercisable in full in the event of a change of control as defined in each
stock option plan.
(2) A Roll-Geske option pricing model using standard assumptions, including
20.81% annual dividend growth, a risk-free rate equal to the six-year U.S.
Treasury yield of 6.35%, volatility of 21.43% and a six-year maturity was
used to derive the per share option value of $4.639.
</FN>
</TABLE>

9
<PAGE>

The following table sets forth the stock options exercised in 1997 and the
December 31, 1997 unexercised value of both vested and unvested stock options
for the Corporation's Chief Executive Officer and the four other most highly
compensated executive officers. Share numbers have been adjusted for the 3-for-1
stock split effective February 25, 1998.

<TABLE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
DECEMBER 31, 1997 OPTION VALUES

<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-The-Money Options
December 31, 1997 at December 31, 1997(1)
Shares ------------------------------- ------------------------------
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ------------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
David L. Payne ............. 31,200 $750,900 228,348 183,702 $5,536,077 $3,185,575
Robert W. Entwisle ......... 2,400 56,152 80,448 48,102 2,044,838 825,684
Hans T. Y. Tjian ........... -- -- 84,600 43,350 2,185,704 744,238
Charles L. Fritz ........... -- -- 61,200 43,350 1,528,554 744,238
E. Joseph Bowler ........... -- -- 41,598 23,802 1,051,736 410,647
<FN>

- --------
(1) Fair market value of the Corporation's common stock was $34.08 per share on
December 31, 1997, adjusted for the 3-for-1 stock split effective on
February 25, 1998.
</FN>
</TABLE>

OTHER ARRANGEMENTS

Certain Employment Contracts

WAB entered into employment agreements with Mr. Entwisle and Mr. Bowler,
each dated January 7, 1987. The agreements of these individuals are essentially
identical except for salary. Mr. Entwisle's annual base salary is $134,280 and
Mr. Bowler's is $98,160. The agreements are "evergreen" in the sense that the
term of the agreement is automatically extended for one additional month upon
completion of each additional month of employment unless WAB gives Mr. Entwisle
or Mr. Bowler one year's notice of intent to terminate.

WAB may terminate each of these executive's employment without cause and
each of these executives may terminate his employment for "good reason," as
defined in the agreements. Under such circumstances, however, Messrs. Entwisle
and Bowler each would be entitled to severance pay equal to the sum of: (i) one
times his base salary; (ii) his maximum bonus(es) had he remained employed one
additional year past the date of termination; and (iii) an amount equal to his
automobile allowance for the one year preceding the date of termination.

The agreements with Messrs. Entwisle and Bowler also provide for the
payment to each executive of liquidated damages upon termination of employment
by WAB without cause or termination by the executive for "good reason." Under
the terms of the agreements, the amount of liquidated damages is reduced by any
severance pay received by the executive and the executive is under a duty to
mitigate his damages.

Hans T. Y. Tjian accepted a position with WAB as Senior Vice President and
Manager of Operations and Systems Administration under the terms set forth in a
letter agreement dated April 14, 1989. Under the terms of this agreement, Mr.
Tjian is entitled to: (i) receive an annual salary of $130,008; (ii) receive a
car allowance of $1,000 per month; (iii) participate in WAB's executive bonus
plan; (iv) participate in the Corporation's Stock Option Plan; and (v) vacation
leave. In addition, Mr. Tjian is entitled to receive severance pay equal to his
annual base salary for one year if his position is eliminated as a result of a
change of control.

10
<PAGE>

Pension Agreement

During 1997, the Corporation entered into a nonqualified pension agreement
with Mr. Payne in consideration of Mr. Payne's agreement that restricted
performance shares granted in 1995, 1996 and 1997 would be canceled. The pension
is calculated as a percentage of Mr. Payne's three-year average compensation
(salary and bonus) preceding the earlier of retirement or age 55. The percentage
will be determined by the Employee Benefits and Compensation Committee in each
of 1998, 1999 and 2000 based on the Corporation's achievement of certain
performance goals as follows:

* If the Committee determines in 1998 that the Corporation has achieved the
performance goals established for Mr. Payne's 1995 restricted performance
shares that were canceled, the annual pension will be no less than $190,572
(in early 1998 the Committee did determine that the goals were met);

* If the Committee determines in 1999 that the Corporation has achieved the
performance goals established for Mr. Payne's 1996 restricted performance
shares that were canceled, the annual pension will be increased by no less
than $163,503; and

* If the Committee determines in 2000 that the Corporation has achieved the
performance goals established for Mr. Payne's 1997 restricted performance
shares that were canceled, the annual pension will be increased by no less
than $157,870.

Mr. Payne's pension will vest ratably based on his continuous employment
through December 31, 2002, with accelerated vesting in the event of death,
disability, termination without cause or termination as a result of a Change of
Control (as defined in the 1995 Stock Option Plan). Mr. Payne will forfeit any
unvested portion of his pension upon termination of employment. The vested
portion of the pension will be paid to Mr. Payne as a 20-year certain pension
commencing at age 55. The minimum amounts set forth in the section above for
1999 and 2000 are indeterminate at this time, but the actual amounts could be
higher than the minimums set forth.

As part of the pension agreement, if Mr. Payne becomes subject to an excise
tax as a result of the accelerated vesting of the pension in connection with a
Change of Control, Mr. Payne will also receive a cash payment equal to the sum
of (i) the portion of any excise tax due attributable to the vested pension in
excess of the portion of any excise tax that would be due if Mr. Payne's
restricted performance shares had not been canceled, and (ii) the amount
necessary to restore Mr. Payne to the same after-tax position as if no such
excise tax had been imposed.

<PAGE>

BOARD COMPENSATION COMMITTEE REPORT

The Board, operating through its Employee Benefits and Compensation
Committee, has established an executive compensation program and determines
annual compensation for executives based on performance. This executive
compensation program and annual evaluation process establishes a competitive
base salary for each executive and offers incentive compensation which can
provide additional compensation if established performance measures are
achieved. This additional compensation can be in the form of short-term annual
cash bonuses, long-term stock options and long-term restricted performance
shares.

As described in the Summary Compensation Table above, each named executive
officer receives a monthly base salary, and is eligible to receive an annual
cash bonus, an annual grant of stock options and an annual grant of restricted
performance shares. Corporate performance measures are established each year
based on the Corporation's objectives. The extent to which these objectives are
achieved determines if the annual option grants and restricted performance share
grants will be made and the amount of such grants. Achievement of these annual
performance measures also determines between 55% and 80% of the annual cash
bonus to be paid to each named executive, with the remaining 20% to 45%
determined by individual and division performance.

Corporate performance measures for 1997, which determined January 1998 cash
bonuses, option grants and restricted performance share grants, were to:

* reach target levels of return on equity, return on assets and earnings
per share;

* complete the acquisition of ValliCorp and Valliwide Bank, and assimilate
their employees and operations into WAB;

* maintain credit quality measures at established levels;

* hold noninterest expenses below a specified level and maintain
satisfactory audit results; and

* improve assets per employee and revenues per employee to specified
levels.

Corporate performance measures for 1996, which determined January 1997 cash
bonuses, option grants and restricted performance share grants, were to:

* reach target levels of return on equity, return on assets and earnings
per share;

* finish construction of a new facility in Fairfield, California and
relocate the administrative and operations departments to that new
facility;

* maintain credit quality measures at established levels;

* hold noninterest expenses below a specified level and maintain
satisfactory audit results; and

* improve assets per employee and revenues per employee to specified
levels.

Additional corporate performance objectives for a three-year period are
established by the Employee Benefits and Compensation Committee to accompany
each grant of restricted performance shares. Whether each grant vests three
years following the date of grant is determined by achievement of these
preestablished, three-year performance objectives.

The Chief Executive Officer's base salary in 1997 of $272,016 was
established at a level judged to be competitive with comparable positions at
other financial institutions. The Chief Executive Officer's $150,000 cash bonus
earned in 1997 (included in the Summary Compensation Table listed above) and
paid in January of 1998, was related 80% to the achievement of the 1997
corporate goals listed above and 20% to achievement of individual management
goals. The Chief Executive Officer's receipt, pursuant to the 1995 Stock Option
Plan, of 192,090 nonqualified stock options in January 1998 was related to
achievement of the 1997 corporate performance measures listed above. Individual
management goals achieved in 1997 included satisfactory results from regulatory
examinations, satisfactory internal controls and satisfactory progress on
acquisitions. Compared to the 1997 corporate objectives listed above, the
Corporation:

* met its targeted profitability objectives;

* successfully completed the acquisition of ValliCorp and Valliwide Bank,
and successfully assimilated their employees and operations;

12
<PAGE>

* improved credit quality measures to better than established levels;

* outperformed noninterest expense and control goals; and

* improved efficiency measures to better than targeted levels.

The Chief Executive Officer's receipt, pursuant to the 1995 Stock Option
Plan, of 96,000 nonqualified stock options and 21,000 restricted performance
shares in January 1997 was related to achievement of the 1996 corporate
performance measures listed above. Compared to the 1996 corporate objectives
listed above, the Corporation:

* exceeded its targeted profitability objectives;

* successfully completed the construction of a new facility in Fairfield,
California and relocated the administrative and operations departments to
that new facility;

* improved credit quality measures to better than established levels;

* outperformed noninterest expense and control goals; and

* improved efficiency measures to better than targeted levels.

The Corporation and Mr. Payne agreed to the grant of a nonqualified pension
in exchange for the cancellation of Mr. Payne's 1995, 1996 and 1997 restricted
performance shares because the pension, with the longer vesting schedule,
provides the Corporation with a better retention device and Mr. Payne will
receive a level stream of income for 20 years.

Other

In 1993, the Internal Revenue Code ("IRC") was amended to add section
162(m). Section 162(m) places a limit of $1,000,000 on the amount of
compensation that may be deducted by the Corporation in any year with respect to
certain of the Corporation's highest paid executives. The Corporation intends
generally to qualify compensation paid to executive officers for deductibility
under the IRC, including section 162(m), but reserves the right to pay
compensation that is not deductible under section 162(m).

The Employee Benefits and Compensation Committee believes that the
foregoing compensation programs and policies provide competitive levels of
compensation, encourage long-term performance and promote management retention
while further aligning shareholders' and management's interests in the
performance of the Corporation and the Corporation's common stock.

Members of the Employee Benefits and Compensation Committee as of January
21, 1998 are: Patrick D. Lynch, Chairman, Etta Allen, Don Emerson, Arthur C.
Latno, Jr., Catherine Cope MacMillan and Ronald A. Nelson.

13
<PAGE>

STOCK PERFORMANCE CHART (1)

[the following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]

Period Ending
-----------------------------------------------------------
Index 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- --------------------------------------------------------------------------------
Westamerica
Bancorporation 100.00 117.79 131.38 195.08 265.41 477.24
S&P 500 100.00 110.08 111.53 153.44 188.52 251.44
Western Bank Monitor 100.00 120.33 124.32 177.53 220.20 403.99

- --------
(1) Assumes $100 invested on December 31, 1992 in the Corporation's Common
Stock, the S&P 500 composite stock index and SNL Securities' Western Bank
Monitor index, with reinvestment of dividends.
(2) Source: SNL Securities.

APPROVAL OF AUDITORS

The Board has selected KPMG Peat Marwick LLP as independent auditor for the
Corporation for the 1998 fiscal year, subject to the approval of the
shareholders. KPMG Peat Marwick LLP has informed the Corporation that it has had
no connection during the past three years with the Corporation or its
subsidiaries in the capacity of promoter, underwriter, voting trustee, director,
officer or employee.

Representatives of KPMG Peat Marwick LLP will be present at the Meeting
with the opportunity to make a statement if they desire to do so and to respond
to appropriate questions.

<PAGE>

OTHER MATTERS

Management of the Corporation does not know of any matters to be presented
at the Meeting other than those specifically referred to herein. If any other
matters should properly come before the Meeting or any postponement or
adjournment thereof, the persons named in the enclosed proxy intend to vote
thereon in accordance with their best business judgment.

For a matter to be properly brought before the Meeting by a shareholder,
section 2.02 of the Corporation's Bylaws ("Section 2.02") provides that the
shareholder must deliver or mail a written notice to the Secretary (or Assistant
Secretary) of the Corporation not less than 14 days nor more than 50 days prior
to the Meeting. Section 2.02 also provides that the notice must set forth as to
each matter that the shareholder proposes to bring before the Meeting a brief
description of the business desired to be brought before the Meeting and the
reasons for conducting such business at the Meeting, the name and residence
address of the shareholder proposing such business, the number of shares that
are owned by the shareholder and any material interest of the shareholder in
such business.

The cost of the solicitation of proxies in the accompanying form,
including, but not limited to, the cost of a proxy solicitation firm, will be
borne by the Corporation. The Corporation has retained the services of Corporate
Investor Communications, Inc. to assist in the solicitation of proxies at a cost
not to exceed $4,000 plus reasonable out-of-pocket expenses. The Corporation
will reimburse banks, brokers and others holding stock in their names or names
of nominees or otherwise for reasonable out-of-pocket expenses incurred in
sending proxies and proxy materials to the beneficial owners of such stock.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Kris Irvine

Kris Irvine
Assistant Corporate Secretary

Dated: March 19, 1998

<PAGE>
APPENDIX A

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

PROXY WESTAMERICA BANCORPORATION PROXY

VOTING INSTRUCTIONS
TO THE TRUSTEE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION

For the Annual Meeting of Shareholders on April 21, 1998

The undersigned holder hereby authorizes and instructs the Trustee of the
Westamerica Bancorporation Tax Deferred Savings/Retirement Plan to represent
and vote, as designated below, all shares of Common Stock of Westamerica
Bancorporation which the undersigned would be entitled to vote at the Annual
Meeting of Shareholders of said corporation to be held at the Showcase Theatre,
Marin Center, San Rafael, California at 2:00 p.m. on Tuesday, April 21, 1998
and any postponement or adjournment thereof.

These voting instructions to the Trustee, when properly executed, will be
voted as directed herein by the undersigned shareholder. If no instructions are
received, the Trustee will vote all of the shares for which you are entitled to
provide instruction in the same proportion as shares for which instructions are
received. The Trustee may vote according to its discretion on any other matter
which may properly come before the meeting.

Please Mark, Sign, Date and Mail These Voting Instructions Promptly,
Using the Enclosed Envelope.

(Continued, and to be signed on the other side)
- --------------------------------------------------------------------------------

-- FOLD AND DETACH HERE --

[WESTAMERICA LOGO]

March 19, 1998
Dear Participant:

As a participant in the Westamerica Bancorporation Tax Deferred
Savings/Retirement Plan (the "Plan"), you have an interest in the Annual
Meeting of Shareholders of Westamerica Bancorporation which will be held on
Tuesday, April 21, 1998 (the "Meeting"). You may direct the Trustee of the Plan
how to vote all full and fractional shares of Westamerica Bancorporation stock
standing to the credit of your individual account(s) (from the Supplemental
Retirement Plan Account, Employer Matching Contributions and Employee
Contributions) as of February 27, 1998.

For your information, we have enclosed a copy of the Proxy Statement and
the Annual Report supplied to shareholders of Westamerica Bancorporation. The
enclosed Proxy Statement describes two proposals to be voted on by the
shareholders of Westamerica Bancorporation at the Meeting. The Board of
Directors of Westamerica Bancorporation recommends a vote FOR PROPOSALS 1 AND
2. Please instruct the Trustee how to vote on these proposals by indicating
your selection on the above Proxy.

If the Trustee does not receive written instructions from you before the
close of business on April 14, 1998, it will vote all of the shares for which
you are entitled to provide instruction in the same proportion as shares for
which instructions are received. Under the terms of the Plan, with respect to
fractional shares in plan accounts (from the Supplemental Retirement Plan
Account, Employer Matching Contributions and Employee Contributions), the
Trustee may pool the results of instructions received from all participants to
whom fractional shares have been allocated and vote such shares accordingly.

The Trustee may also use its discretion in voting on any other business
which may properly be brought before the Meeting (or any postponement or
adjournment thereof) that was not specified in the Notice of Annual Meeting of
Shareholders. Please instruct the Trustee how to vote your shares. A return
envelope is enclosed for your convenience.

Sincerely yours,

/s/ Kris Irvine

Kris Irvine
Assistant Corporate Secretary

- ----------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1 and 2. Please mark
your votes as [X]
indicated in
this example
WITHHOLD WITHHOLD
FOR FOR FOR AGAINST ABSTAIN
FOR ALL INDIVIDUAL(S) 2. Approval of Auditors [ ] [ ] [ ]
1. Election of Directors--Nominees [ ] [ ] [ ]

01 E. Allen 08 P. Mon Pere
02 L. Bartolini 09 R. Nelson I PLAN TO ATTEND MEETING
03 D. Emerson 10 C. Otto If you check this box to the right
04 L. Herwaldt 11 D. Payne an admission card will be sent to you. [ ]
05 A. Latno, Jr. 12 M. Ryan, Jr.
06 P. Lynch 13 E. Sylvester
07 C. MacMillan

- ------------------------------------
Except Nominee(s) written above

----------------------------------------------------------------------------
*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW ***
----------------------------------------------------------------------------

DATE: ________/_____/1998

___________________________________________
Signature

___________________________________________
Signature, if Jointly Held

Please sign exactly as name appears hereon.
If acting as attorney, executor, trustee or
in other representative capacity, please sign
name and title.
Receipt is hereby acknowledged of the Proxy
Statement for the Meeting.
- ----------------------------------------------------------------------------------------------------------------------------

-- FOLD AND DETACH HERE --

VOTE BY TELEPHONE

QUICK *** EASY *** IMMEDIATE

Your telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned
your proxy card.

o You will be asked to enter a Control Number which is located in the box in the lower right hand corner of this form.

OPITON #1: To vote as the Board of Directors recommends on ALL proposals: Press 1.

When asked, please confirm your vote by Pressing 1.

OPTION #2. If you choose to vote on each proposal separately, press 0. You will hear these instructions:

Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees, press 9.
To WITHHOLD FOR INDIVIDUAL nominee(s), press 0 and listen to the instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.

When asked, please confirm your vote by Pressing 1.

PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.

o You will then be asked if you plan to attend the Meeting. If you plan to attend, press 1; you will be sent an admission card.
If you do not plan to attend, press 0.

Call ** Toll Free ** On a Touch Tone Telephone
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
</TABLE>

<PAGE>
APPENDIX B

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

PROXY WESTAMERICA BANCORPORATION PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WESTAMERICA BANCORPORATION

For the Annual Meeting of Shareholders on April 21, 1998

The undersigned holder hereby authorizes A. Latno, Jr., R. Nelson and E.
Sylvester, each with full power of substitution, to represent and vote, as
designated on the reverse side, all shares of Common Stock of Westamerica
Bancorporation which the undersigned would be entitled to vote at the Annual
Meeting of Shareholders of said corporation to be held at the Showcase Theatre,
Marin Center, San Rafael, California at 2:00 p.m. on Tuesday, April 21, 1998,
upon the matters set forth on the reverse side of this Proxy and described in
the accompanying Proxy Statement and upon such other business as may properly
come before the meeting or any postponement or adjournment thereof.

This Proxy, when properly executed, will be voted as directed herein by
the undersigned shareholder. If no direction is indicated, this Proxy will be
voted FOR all nominees and FOR Proposal 2.

Please Mark, Sign, Date and Mail This Proxy Promptly, Using the Enclosed
Envelope.

- -----------------------------
COMMENTS/ADDRESS CHANGE

(Continued, and to be signed on the other side)

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

- FOLD AND DETACH HERE --

MEETING TICKET REQUEST INSTRUCTIONS

Westamerica Bancorporation
Annual Meeting of Shareholders

2:00 P.M., Tuesday, April 21, 1998

The Showcase Theatre, Marin Center
San Rafael, California

You can avoid registration lines by obtaining tickets in advance. If you plan to
attend the Meeting, please mark the "I Plan to Attend Meeting" box on your Proxy
and return it in the enclosed pre-addressed return envelope to Westamerica
Bancorporation, c/o ChaseMellon Shareholder Services, Proxy Processing, Church
St. Station, P.O. Box 1520, New York, NY 10277-1520. You will be mailed a ticket
entitling admission for two people.

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

Because of seating limitations, your ticket is valid for admission of up to two
people. If you desire additional tickets, please call Westamerica Bancorporation
at (707) 863-6809.

Do not return this card with your Proxy

- ------------------------------------
Except Nominee(s) written above

DATE: ________/_____/1998

___________________________________________
Signature

___________________________________________
Signature, if Jointly Held

-- FOLD AND DETACH HERE --

VOTE BY TELEPHONE

QUICK *** EASY *** IMMEDIATE

Your telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned
your proxy card.

o You will be asked to enter a Control Number which is located in the box in the lower right hand corner of this form.

OPITON #1: To vote as the Board of Directors recommends on ALL proposals: Press 1.

When asked, please confirm your vote by Pressing 1.

OPTION #2. If you choose to vote on each proposal separately, press 0. You will hear these instructions:

When asked, please confirm your vote by Pressing 1.

PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.

o You will then be asked if you plan to attend the Meeting. If you plan to attend, press 1; you will be sent an admission card.
If you do not plan to attend, press 0.

Call ** Toll Free ** On a Touch Tone Telephone
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
</TABLE>

<PAGE>

M WESTAMERICA BANCORPORATION
E Attn: Corporate Secretary, A-2M
E P.O. Box 1200
T Suisun City, CA 94585-1200
I
N
G

T
I
C
K
E
T

<PAGE>

|S| This is your ticket for the Westamerica Bancorporation Annual Meeting
|H| of Shareholders, 2:00 P.M., Tuesday, April 21, 1998, at the Showcase
|A| Theatre, Marin Center, San Rafael, California. With your ticket you can
|R| bypass the registration process and go directly into the meeting.
|E|
|H| Only shareholders of record as of February 27, 1998, or their proxies,
|O| may address the meeting.
|L|
|D| Thank you for your interest in Westamerica Bancorporation. We look
|E| forward to seeing you on April 21st.
|R|
|/|
|G| ADMITS TWO
|U|
|E| Please indicate number attending ______________
|S|
|T|