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<SEC-DOCUMENT>0000950005-01-000383.txt : 20010322
<SEC-HEADER>0000950005-01-000383.hdr.sgml : 20010322
ACCESSION NUMBER:		0000950005-01-000383
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010426
FILED AS OF DATE:		20010321

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WESTAMERICA BANCORPORATION
		CENTRAL INDEX KEY:			0000311094
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				942156203
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-09383
		FILM NUMBER:		1573805

	BUSINESS ADDRESS:	
		STREET 1:		1108 FIFTH AVE
		CITY:			SAN RAFAEL
		STATE:			CA
		ZIP:			94901
		BUSINESS PHONE:		7078636038

	MAIL ADDRESS:	
		STREET 1:		4550 MANGELS BLVD
		STREET 2:		A-2Y
		CITY:			FAIRFIELD
		STATE:			CA
		ZIP:			94585-1200

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INDEPENDENT BANKSHARES CORP
		DATE OF NAME CHANGE:	19830801
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>DEF 14A
<TEXT>


                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

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
[X]  Definitive Proxy Statement                 Commission Only (as permitted by
[ ]  Definitive Additional Materials            Rule 14a-6(e)(2))
[ ]  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)(4) and 0-11.

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

(2)     Aggregate number of securities to which transactions 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>

                               [GRAPHIC OMITTED]


                                1108 Fifth Avenue
                          San Rafael, California 94901

                                 March 21, 2001

To Our Shareholders:

     You are cordially  invited to attend the Annual Meeting of  Shareholders of
Westamerica Bancorporation.  It will be held at 1:00 p.m. on Thursday, April 26,
2001,  at the  Fairfield  Center for  Creative  Arts,  1035 West  Texas  Street,
Fairfield,  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.  We will also  review
operating  results for the past year and present  other  information  concerning
Westamerica.

     In order to ensure  your shares are voted at the  meeting,  please sign and
return the enclosed proxy promptly or vote through the telephone procedure. This
year we are pleased to offer our record  holders of common stock,  holding stock
registered  in their own  names,  the  option of voting  through  the  Internet.
Internet  voting  procedures are described on your proxy card. If you attend the
meeting, you may vote in person even though you previously returned your proxy.

     We look forward to seeing you at the Annual Meeting on Thursday,  April 26,
2001, at the Fairfield Center for Creative Arts, Fairfield, California.

                                          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

Date and Time:

     Thursday, April 26, 2001, at 1:00 p.m.

Place:

     Fairfield Center for Creative Arts
     1035 West Texas Street
     Fairfield, California

Items of Business:

       1.  To  elect  13  directors  to  serve  until the 2002 Annual Meeting of
           Shareholders;

       2.  To ratify the Board's appointment of KPMG LLP as independent auditors
           for 2001;
      and

       3.  To  transact  such  other  business  as  may properly come before the
           Annual Meeting and any adjournments or postponements.

Who May Vote?

     Shareholders  of  record  at the  close of  business  on March 9,  2001 are
entitled to notice of and to vote at the Annual Meeting or any  postponement  or
adjournment thereof.

Admission to the Meeting:

     Admission to the meeting will require a ticket. If you are a shareholder of
record and plan to attend,  please check the  appropriate  box on the proxy card
and an admission  ticket will be mailed to you. If you are a  shareholder  whose
shares are held through an intermediary such as a bank or broker and you plan to
attend,  please  request  a  ticket  by  writing  to the  Shareholder  Relations
Department  A-2B at  Westamerica  Bancorporation,  P.O.  Box 1250,  Suisun City,
California  94585.  Evidence of your  ownership,  which you can obtain from your
bank, broker or other intermediary, must accompany your letter.

Annual Report:

     Westamerica  Bancorporation's  Annual  Report  for the  fiscal  year  ended
December 31, 2000 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 21, 2001

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

   Voting Information ...............................................   1
   Shareholder Proposal Guidelines ..................................   2
   Stock Ownership ..................................................   2
   Section 16(a) Beneficial Ownership Reporting Compliance ..........   4

Proposal 1 -- Election of Directors

Board of Directors

   Nominees .........................................................   4
   Meetings and Committees of the Board .............................   6
   Compensation of Non-Employee Directors ...........................   7
   Corporation Transactions with Directors and Management ...........   7
   Board Compensation Committee Report ..............................   7

Executive Compensation

   Summary Compensation Table .......................................  10
   Stock Options Granted ............................................  11
   Stock Options Exercised and Year-End Stock Option Values .........  12
   Other Compensation Arrangements ..................................  12

Investment Performance

   Five-Year Investment Performance Graph ...........................  14

Proposal 2 -- Ratification of Auditors ..............................  14

Audit Committee Report ..............................................  15

Other Matters .......................................................  16

Appendix -- Audit Committee Charter .................................  A-1

                                       (i)


<PAGE>

                           WESTAMERICA BANCORPORATION
                                1108 Fifth Avenue
                          San Rafael, California 94901

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

                                 PROXY STATEMENT

                                 March 21, 2001

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

                                     GENERAL

     Purpose  This Proxy  Statement  and the  accompanying  proxy card are being
mailed to  shareholders  of  Westamerica  Bancorporation  ("Westamerica"  or the
"Corporation")  beginning on or about March 21, 2001. The  Westamerica  Board of
Directors  is  soliciting  proxies  to be used at the  2001  Annual  Meeting  of
Westamerica  shareholders,  which will be held at 1:00 p.m., Thursday, April 26,
2001,  at the  Fairfield  Center for  Creative  Arts,  1035 West  Texas  Street,
Fairfield,  California. Proxies are solicited to give all shareholders of record
an opportunity to vote on matters to be presented at the Annual Meeting.  In the
following pages of this Proxy Statement, you will find information on matters to
be voted on at the Annual  Meeting or any  adjournment or  postponement  of that
meeting.

                               Voting Information

     Who Can Vote You are entitled to vote if you were a  shareholder  of record
of Westamerica  stock as of the close of business on March 9, 2001.  Your shares
can be voted at the meeting  only if you are present or  represented  by a valid
proxy.

     Shares  Outstanding  A majority of the  outstanding  shares of  Westamerica
stock must be present,  either in person or represented by proxy, to conduct the
Annual  Meeting  of  Shareholders.  On March 9, 2001,  approximately  36,034,608
shares of Westamerica stock were outstanding.

     Proxy Card The Board has designated  Arthur C. Latno, Jr., Ronald A. Nelson
and Edward B. Sylvester to serve as Proxies for the Annual  Meeting.  As Proxies
they will vote the shares  represented by proxies at the Annual Meeting.  If you
sign the proxy  card but do not  specify  how you want your  shares to be voted,
your shares will be voted by the Proxies in favor of the  election of all of the
director nominees and in accordance with the directors'  recommendations  on the
other  proposals  listed  on the  proxy  card.  The  Proxies  will vote in their
discretion on any other matter that may properly come before the meeting.

     Required  Votes -- Election of Director  Nominees Each share is entitled to
one vote,  except in the election of directors  where a shareholder may cumulate
votes as to candidates  nominated  prior to voting,  but only when a shareholder
gives notice of intent to cumulate votes prior to the voting at the meeting.  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.

     Votes Required -- Other Matters The  affirmative  vote of a majority of the
shares  present  (in  person  or by proxy  and  entitled  to vote at the  Annual
Meeting) is needed to ratify the  appointment  of KPMG LLP as the  Westamerica's
independent  auditors for 2001.  Any other  matters  properly  considered at the
meeting will be determined by a majority of the votes cast.

                                        1
<PAGE>


     Tabulation of Votes The shares represented by all properly executed proxies
received  in  time  for the  meeting  will  be  voted  in  accordance  with  the
shareholders' choices specified on their ballot;  provided,  however, that where
no  choices  have  been  specified,  the  shares  will be voted to  approve  the
selection  of KPMG 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.

     Brokerage  firms  that have not  received  voting  instructions  from their
clients do not have the  authority  to vote such  shares at the  Annual  Meeting
(so-called "broker non-votes").  In such cases, those shares will be counted for
the purpose of determining  if a quorum is present,  but will not be included in
the vote totals with respect to those matters  brought before the Annual Meeting
and, therefore,  will have no effect on the votes. Abstentions will not count as
votes in favor of the election of directors  or any of the other  proposals  and
will be counted for purposes of determining a quorum only.

     How You Can Vote You may vote by proxy or in person at the meeting. To vote
by proxy, you may select one of the following options:

     Vote by  Telephone:  You can vote your shares by  telephone  by calling the
toll-free  telephone  number  shown on your  proxy  card.  Telephone  voting  is
available 24 hours a day, seven days a week.  Easy-to-follow voice prompts allow
you to vote your shares and confirm that your  instructions  have been  properly
recorded.  Our telephone  voting  procedures  are designed to  authenticate  the
shareholder by using individual control numbers.  If you vote by telephone,  you
do NOT need to return your proxy card.

     Vote by Internet: You can also choose to vote on the Internet. The web site
for Internet voting is shown on your proxy card. Internet voting is available 24
hours a day,  seven days a week.  You will be given the  opportunity  to confirm
that your instructions have been properly recorded. If you vote on the Internet,
you do NOT need to return your proxy card.

     Vote by Mail:  If you choose to vote by mail,  simply mark your proxy card,
date and sign it, and return it in the postage-paid envelope provided.

     Revocation of Proxy If you vote by proxy,  you may revoke that proxy at any
time  before it is voted at the Annual  Meeting.  You may do this by (a) signing
another  proxy  card  with a later  date  and  returning  it to us  prior to the
meeting,  (b) voting again by telephone or on the Internet prior to the meeting,
or (c) attending the meeting in person and casting a ballot.

                         Shareholder Proposal Guidelines

     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, 2001.

                                 Stock Ownership

     Security Ownership of Certain  Beneficial  Owners.  Based on a Schedule 13G
filing,  shareholders  beneficially  holding more than 5% of Westamerica  common
stock outstanding as of December 31, 2000, were:

<TABLE>
<CAPTION>

                                                              Number of Shares      Percent of
 Name and Address of Beneficial Owner     Title of Class     Beneficially Owned       Class
- --------------------------------------   ----------------   --------------------   -----------
<S>                                          <C>                 <C>                  <C>
U. S. Bancorp
601 2nd Avenue. South
Minneapolis, MN 55402-4302                   Common               1,871,800(1)         5.13%
<FN>

- ------------
(1) The Schedule 13G disclosed that the reporting  person held sole voting power
    over 90,300 shares and sole dispositive power over 1,869,200 shares.
</FN>
</TABLE>

                                        2

<PAGE>

     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  below)  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 during 2000 and by
all directors and executive  officers of the  Corporation as a group as of March
9, 2001.  For the purpose of the  disclosure of ownership of shares by directors
and management below,  shares are considered to be  "beneficially"  owned if the
person,  directly or  indirectly,  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 of shares within 60 days of
March 9, 2001.

<TABLE>
<CAPTION>

                                                      Amount and Nature of Beneficial Ownership
                                      -------------------------------------------------------------------------
                                             Sole            Shared Voting          Right to
                                          Voting and              and            Acquire Within                      % of
                                          Investment          Investment           60 Days of                      Shares of
                 Name                       Power                Power          Mar. 9, 2001(1)        Total       Class(2)
- ------------------------------------- -----------------   ------------------   -----------------   ------------   ----------
<S>                                   <C>                 <C>                  <C>                 <C>            <C>
Etta Allen(3) .......................      10,692                                                      10,692           *
Louis E. Bartolini ..................       1,800                                                       1,800           *
Don Emerson .........................      68,778                                                      68,778         0.2%
Louis H. Herwaldt ...................      30,000                                                      30,000           *
Arthur C. Latno, Jr.(4) .............       3,202                                                       3,202           *
Patrick D. Lynch ....................       1,000                                                       1,000           *
Catherine Cope MacMillan(5) .........       3,080                                                       3,080           *
Patrick J. Mon Pere .................     220,829                                      6,780          227,609         0.6%
Ronald A. Nelson ....................      44,000                                                      44,000         0.1%
Carl R. Otto ........................       6,000                                                       6,000           *
David L. Payne ......................      78,268               539,884 (6)          775,917        1,394,069         3.9%
Michael J. Ryan, Jr. ................      56,685 (7)                                  2,085           58,770         0.2%
Edward B. Sylvester .................      82,500                                                      82,500         0.2%
Jennifer J. Finger ..................         179                   972               43,534           44,685         0.1%
Robert W. Entwisle ..................       3,174 (8)               700               53,514           57,388         0.2%
Hans T. Y. Tjian ....................      78,279 (9)            17,821              127,755          223,855         0.6%
Thomas S. Lenz ......................          12 (10)              403               18,390           18,805         0.1%
All 20 Directors and Executive
Officers as a Group .................     709,795               575,703            1,149,875        2,435,373         6.8%
<FN>

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

*    Indicates beneficial ownership of less than one-tenth of one percent (0.1%)
     of the Corporation's common shares.

(1)  During  1996,  the  Corporation  adopted  the  Westamerica   Bancorporation
     Deferral Plan that allows  recipients of restricted  performance  shares to
     defer  income  into  succeeding   years.   The  plan  includes   restricted
     performance  shares vested as of January 25, 2001,  whether or not deferred
     by the executive into the Westamerica Bancorporation Deferral Plan.

(2)  Incalculating 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.

(3)  Includes 10,350 shares held in a trust as to which Mrs. Allen is trustee.

(4)  Includes  1,200 shares  owned by Mr.  Latno's  wife,  as to which Mr. Latno
     disclaims beneficial ownership.

(5)  Includes 2,140 shares held in a trust as to which Ms. MacMillan is trustee.

(6)  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.

(7)  Held in a trust,  as to which Mr. Ryan is  co-trustee  with sole voting and
     investment power.

                                        3
<PAGE>

(8)  Held in a trust,  as to which Mr.  Entwisle is co-trustee  with sole voting
     and investment power.

(9)  Held in a trust,  as to which Mr. Tjian is co-trustee  with sole voting and
     investment power.

(10) Held in a trust,  as to which Mr. Lenz is  co-trustee  with sole voting and
     investment power.
</FN>
</TABLE>


            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 more than 10% 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) forms 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, 2000, all
Section 16(a) filing requirements were complied with by Westamerica's  officers,
directors and 10% shareholders.

                       PROPOSAL 1 -- ELECTION OF DIRECTORS

     The number of directors of the Board to be elected at the Annual 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 another person as
nominee  and vote for such  person as  directed  by the  Corporation's  Board of
Directors.  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.

                                    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.

<TABLE>
<CAPTION>

                                                                                           Director
Name of Nominee                                  Principal Occupation                       Since
- ----------------------------   --------------------------------------------------------   ---------
<S>                            <C>                                                        <C>
Etta Allen .................   Mrs. Allen, born in 1929, is President and owner of          1988
                               Allen  Heating  and  Sheet  Metal  of  Greenbrae,
                               Califor-  nia, and  President  and owner of Sunny
                               Slope Vine- yard, Glen Ellen, California.

Louis E. Bartolini .........   Mr. Bartolini, born in 1932, retired in 1988 as a Vice       1991
                               President and financial consultant with Merrill Lynch,
                               Pierce, Fenner & Smith, Inc. He currently devotes
                               some of his time to serving on various community ser-
                               vice boards.

Don Emerson ................   Mr. Emerson, born in 1928, was President of Calso            1979
                               Company (the holding company that owns the formula
                               and name "Calso Water," a carbonated mineral water)
                               through 1981. He presently devotes his time to per-
                               sonal investments.

                                        4


<PAGE>

                                                                                                Director
Name of Nominee                                      Principal Occupation                        Since
- ------------------------------   -----------------------------------------------------------   ---------
Louis H. Herwaldt ............   Mr. Herwaldt, born in 1932, is Chief Executive Officer          1997
                                 of Herwaldt Automotive 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 director of ValliCorp
                                 Holdings, Inc., which merged with and into the Corpo-
                                 ration in 1997.

Arthur C. Latno, Jr. .........   Mr. Latno, born in 1929, was an Executive Vice Presi-           1985
                                 dent for Pacific Telesis Group (formerly Pacific Tele-
                                 phone Co.) in San Francisco, California. Mr. Latno
                                 retired from that company in November of 1992. He
                                 currently devotes some of his time to serving on vari-
                                 ous community service boards.

Patrick D. Lynch .............   Mr. Lynch, born in 1933, currently serves as a consult-         1986
                                 ant to several private high technology firms.

Catherine Cope                   Ms. MacMillan, born in 1947, is General Counsel for             1985
 MacMillan ...................   Nob Hill Properties, Inc., the owner of the Huntington
                                 Hotel in San Francisco, California. Prior to 1999 she
                                 was President and owner of the Firehouse Restaurant
                                 in Sacramento, California.

Patrick J. Mon Pere ..........   Mr. Mon Pere, born in 1931, is the owner and                    1997
                                 President/Chief Executive Officer of Patrick James
                                 Inc., a men's retail clothing firm. Mr. Mon Pere served
                                 as a director of ValliCorp Holdings, Inc., which merged
                                 with and into the Corporation in 1997.

Ronald A. Nelson .............   Mr. Nelson, born in 1942, was Vice President of                 1988
                                 Charles M. Schulz Creative Associates, a general part-
                                 ner in various Schulz partnerships and trustee for vari-
                                 ous Schulz trusts and the Schulz Foundation through
                                 1995. He now devotes his time to personal invest-
                                 ments.

Carl R. Otto .................   Mr. Otto, born in 1946, is the President and Chief Ex-          1992
                                 ecutive Officer of John F. Otto, Inc., a general contract-
                                 ing firm in Sacramento, California.

David L. Payne ...............   Mr. Payne, born in 1955, is the Chairman of the Board,          1984
                                 President and Chief Executive Officer of the Corpora-
                                 tion. Mr. Payne is President and Chief Executive Of-
                                 ficer of Gibson Printing and Publishing Company and
                                 Gibson Radio and Publishing Company, which are
                                 newspaper, commercial printing and real estate invest-
                                 ment companies headquartered in Vallejo, California

Michael J. Ryan, Jr. .........   Mr. Ryan, born in 1930, has been involved in Ryan               1997
                                 Farms, a diversified farming venture, as well as invest-
                                 ments and real estate since 1957. Mr. Ryan served as
                                 a director of ValliCorp Holdings, Inc., which merged
                                 with and into the Corporation in 1997.

Edward B. Sylvester ..........   Mr. Sylvester, born in 1936, is the President of                1979
                                 Sylvester Engineering, Inc. and SCO Planning and En-
                                 gineering, Inc., civil engineering and planning firms
                                 with offices in Nevada City and Truckee, California.
</TABLE>

                                        5

<PAGE>

                      Meetings and Committees of the Board

Meetings

     The Board held a total of 13 meetings during 2000. Every director  attended
at least 75% 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) the total
number of meetings of any Committee of the Board on which such director served.

Committees of the Board

Executive Committee:

     Members: D.  L.  Payne, Chairman; D. Emerson, A. C. Latno, Jr., P. D. Lynch
and E. B. Sylvester.

     Number of Meetings in 2000: Twelve

     Functions:  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.

Audit Committee:

     Members: R.  A.  Nelson,  Chairman; L. E. Bartolini, C. C. MacMillan, P. J.
Mon Pere and C. R. Otto.

     Number of meetings in 2000: Five

     Functions:  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  reviews the  adequacy of the
Corporation's  internal  accounting  procedures with the Corporation's  internal
audit  staff and with the Board.  The Audit  Committee  reviews  the  reports of
examinations conducted by bank regulatory authorities.  For additional functions
required by new rules  established  by the SEC in 1999 and 2000,  please see the
Audit Committee Report that follows.

Employee Benefits and Compensation Committee:

     Members:   P. D. Lynch, Chairman; E. Allen, D. Emerson, R. A. Nelson and M.
J. Ryan, Jr.

     Number of Meetings in 2000: Five

     Functions: 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.

Nominating Committee:

     Members: A.  C.  Latno, Jr., Chairman; D. Emerson, P. D. Lynch, D. L. Payne
and E. B. Sylvester.

     Number of Meetings in 2000: One

     Functions: 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


                                        6
<PAGE>

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 any
meeting at which directors will be elected and that nominations  contain certain
specified  information  regarding  the nominee and the  nominating  shareholder.
Nominations  not made in accordance  with Section 2.14 may be disregarded by the
chairperson of the Meeting in his or her sole discretion.

Loan and Investment Committee:

     Members: E.  B. Sylvester, Chairman; E. Allen, L. H. Herwaldt, A. C. Latno,
Jr. and C. C. MacMillan.

     Number of Meetings in 2000: Twelve

     Functions: 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.


                     Compensation of Non-Employee Directors

     During 2000,  non-employee  directors of the Corporation received an annual
retainer of $14,000. Each non-employee director received $1,000 for each meeting
of the Board that he or she attended.

     During 2000, each  non-employee  director  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 directors' fees.

            Corporation Transactions with 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.  Except as described below,  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.  As part
of  Westamerica's  Employee Loan Program,  all  employees,  including  corporate
officers, are eligible to receive mortgage loans at one percent below the bank's
prevailing interest rate.

                       Board Compensation Committee Report

     Overview The Employee  Benefits and Compensation  Committee of the Board of
Directors (the "Committee") is comprised solely of directors who are not current
or former  employees of  Westamerica  Bancorporation.  It oversees the 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.

     Compensation Objectives and Policies The Committee seeks to ensure that:

     o   rewards are closely  linked to  company-wide,  division and  individual
         performance;

     o   the interests of the Corporation's  employees are aligned with those of
         its shareholders through potential stock ownership; and

     o   compensation and benefits are set at levels that enable the Corporation
         to attract and retain highly qualified employees.

                                        7
<PAGE>

     In determining total compensation, the Committee obtains competitive market
data,  comparing  the  Corporation's  compensation  practices to those of a peer
group of companies.  The group is comprised of companies in the banking industry
with which the Corporation competes for executive talent and which are generally
comparable with respect to business activities.

     Base Salary and Bonus. Each named executive officer receives a monthly base
salary,  and is  eligible  to  receive an annual  cash  bonus.  Over  time,  the
Committee  intends to limit base  salaries,  creating an increasing  reliance on
annual cash bonuses to achieve targeted total cash compensation, thus increasing
the percentage of total compensation dependent upon meeting specific performance
objectives.

     Corporate  performance  measures  are  established  each year  based on the
Corporation's   business  objectives.   Specific  criteria  for  each  corporate
objective  are  established  for   "Threshold,"   "Target,"  and   "Outstanding"
performance. Achievement of these annual performance measures determines between
55% and 80% of the annual cash bonuses to be paid to each named executive,  with
the remaining 45% and 20%  determined  by individual  and division  performance.
This  furthers  the  Committee's  goal of  linking  management  compensation  to
shareholder interests.

     Stock  Options and  Restricted  Performance  Shares.  Each named  executive
officer is also eligible to receive an annual grant of stock options.  All named
executive  officers,  except the Chief Executive  Officer,  are also eligible to
receive an annual grant of restricted  performance shares.  Stock options priced
at 100% of fair market  value  generally  vest over three years and expire in an
additional  seven to nine years.  Restricted  performance  shares generally vest
three years after grant but only have value if performance  goals are met. Stock
grants  and  deferred  compensation  awards  depend  on  achievement  of  annual
corporate objectives.

     Performance  Criteria.  Specific criteria for each corporate  objective are
established for "Threshold,"  "Target," and  "Outstanding"  performance.  During
2000 corporate  performance measures for cash bonuses and stock options included
meeting predetermined target levels for:

     o   return on equity, return on assets, earnings per share;

     o   credit quality measures; and

     o   revenue-per-share growth.

It also included:

     o   holding non-interest expenses below a predetermined level;

     o   maintaining satisfactory audit results; and

     o   improving assets and revenue per employee to specified levels.

     Additional  corporate  performance  objectives for a three-year  period are
established by the 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  pre-established,  three-year  performance
objectives which include, but are not limited to:

     o   return on equity,  earnings  per share  growth,  and  revenue per share
         growth;

     o   asset quality, service quality; and

     o   client satisfaction.

     Compensation  of Chief  Executive  Officer  Mr.  Payne's  2000 base  salary
remained at  $272,016  and annual cash bonus rose to  $400,000,  reflecting  the
Committee's   desire  to  limit  base  salaries  and  expand   performance-based
compensation  as noted above.  His bonus earned in 2000 (included in the Summary
Compensation  Table below) was related 80% to the  achievement  of the corporate
goals listed above and 20% to the achievement of individual

                                        8
<PAGE>

management  goals.   Individual  management  goals  achieved  in  2000  included
satisfactory  results  from  regulatory   examinations,   satisfactory  internal
controls, satisfactory progress on acquisitions, the completion of the merger of
First  Counties  Bank  into  Westamerica  Bank,  and  the  consolidation  of the
Corporation's  subsidiary,  Bank of Lake County, into Westamerica Bank. Pursuant
to the 1995 Stock Option Plan, Mr. Payne was granted 168,780  nonqualified stock
options in January 2001 which was related to achievement of the 2000 performance
measures. Compared to the corporate objectives, the Corporation:

     o   exceeded its profitability objectives;

     o   improved credit quality measures to better than established levels;

     o   outperformed non-interest expense and control goals;

     o   increased new sources of non-interest revenues;

     o   maintained satisfactory audit results; and

     o   improved efficiency measures to better than targeted levels.

     The Chief Executive  Officer's  receipt,  pursuant to the 1995 Stock Option
Plan,  of 261,500  nonqualified  stock  options in January  2000 was  related to
achievement  of  the  1999  corporate  performance  measures.  Compared  to  the
corporate objectives, the Corporation:

     o   exceeded its targeted profitability objectives;

     o   improved credit quality measures to better than established levels;

     o   outperformed non-interest expense and control goals; and

     o   improved efficiency measures to better than targeted levels.

     Mr. Payne is not eligible for restricted performance shares.

     In  December  1998,  the  Corporation  provided  Mr.  Payne with a deferred
compensation agreement for additional corporate contributions to remain with the
company because of his leadership  capabilities  and his role in the development
of potential  acquisition targets. He must also attain certain performance goals
that include  shareholder  returns,  overall financial  performance,  merger and
acquisition   activities,   results  of   regulatory   audit  and  loan   review
examinations,  asset quality and revenue growth. On a quarterly basis throughout
2000  the  Committee  determined  that  Mr.  Payne  substantially  met  all  the
pre-established objectives during 2000, and the Corporation contributed $236,520
to  his  deferred  compensation  account.  The  deferred  compensation  will  be
distributed to him in a lump sum upon his continuous  employment through January
1, 2004.

     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  managements'   interests  in  the
performance of the Corporation and the Corporation's Common Stock.

               The Employee Benefits and Compensation Committee:

                           Patrick D. Lynch, Chairman

                  Etta Allen              Ronald A. Nelson
                  Don Emerson             Michael J. Ryan, Jr.

                                        9
<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,
Westamerica Bank ("WAB") and other subsidiaries during 2000, 1999, and 1998:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                 Annual Compensation               Long-Term Compensation
                      ------------------------------------------ ---------------------------
       Name and                                                    Restricted    Securities
      Principal                                                       Stock      Underlying          All Other
       Position        Year     Salary     Bonus(1)    Other(2)   Awards(3)(4)   Options(3)       Compensation(5)
- --------------------- ------ ----------- ------------ ---------- -------------- ------------ -------------------------
<S>                   <C>    <C>         <C>          <C>        <C>            <C>          <C>
David L. Payne,       2000   $272,016    $ 400,000    $ 1,786       $       0     261,500         $    266,192 (6)(7)
Chairman,             1999    272,016      350,000      1,440               0     192,090              270,494
President & CEO       1998    272,016      300,000      1,089               0     192,090               32,391

Jennifer J. Finger,   2000   $130,016    $  90,600    $     0       $ 135,120      36,040         $     18,228
SVP & CFO             1999    129,984       91,200          0         133,747      25,770               17,354
                      1998    129,988       86,600          0          48,201      12,870               27,816

Robert W. Entwisle,   2000   $134,280    $  50,000    $12,000       $ 121,680      32,470         $     18,563
SVP                   1999    134,280       73,700     12,000         120,269      23,220               18,511
                      1998    134,280       75,500     13,089         130,832      23,220               18,511

Hans T. Y. Tjian,     2000   $130,008    $  84,500    $12,000       $ 159,120      40,034         $     20,961
SVP                   1999    130,008      101,900     12,000         108,518      20,910               19,429
                      1998    130,008       74,200     12,000         117,060      20,910               20,255

Thomas S. Lenz        2000   $120,960    $  69,200    $     0       $ 109,680      29,250         $     14,618
SVP & Chief Credit    1999    120,960       68,000          0          68,429      14,660               12,682
Administrator         1998    105,360       59,500          0          66,892      13,200                9,227

<FN>

- ----------------
(1) Includes bonuses in the year in which they were earned.

(2) Includes  for  the  years  1998-2000  (i)  monthly  auto  allowance  for Mr.
    Entwisle  and  Mr.  Tjian,  and  (ii)  annual  marketing  conference for Mr.
    Payne.

(3) The Corporation  grants restricted  performance  shares and 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, 2000 these
    individuals held the following unvested  restricted  performance shares with
    the  following  fair  market  values,  based  on the  closing  price  of the
    Corporation's  Common Stock on December 29, 2000 of $43.00 per share: Finger
    (10,970  shares  valued at  $471,710);  Entwisle  (12,540  shares  valued at
    $539,220);  Tjian (13,340 shares valued at $573,620); and Lenz (8,590 shares
    valued  at  $369,370).   The  following  table  sets  forth  the  restricted
    performance  share grants that were made on the following dates to the named
    individuals:

                               Jan. 21, 1998     Jan. 28, 1999     Jan. 25, 2000
                               Market Price:     Market Price:     Market Price
                                $32.79/Share      $34.56/Share     $24.00/Share
                              ---------------   ---------------   --------------
 David L. Payne .............          0                 0                 0
 Jennifer J. Finger .........      1,470             3,870             5,630
 Robert W. Entwisle .........      3,990             3,480             5,070
 Hans T. Y. Tjian ...........      3,570             3,140             6,630
 Thomas S. Lenz .............      2,040             1,980             4,570


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  at age 55. See "Other  Compensation
Arrangements--Pension Agreement."

                                       10
<PAGE>


(4) Restricted  performance share grants based on corporate  performance in 2000
    were made on January 25, 2001 (on which date the market price was $39.41 per
    share)  to  the  named  individuals  as  follows:  Payne--0;  Finger--3,540;
    Entwisle--3,190; Tjian--3,190; and Lenz--2,880.

(5) Includes  2000  matching contributions made by the Corporation under the Tax
    Deferred  Savings/Retirement  Plan  ("ESOP")  for  the  accounts  of Messrs.
    Payne,  Entwisle,  Tjian,  Lenz and Ms. Finger in the amounts of: Payne--$0;
    Finger--$10,200;  Entwisle--$10,200;  Tjian--$9,960;  and  Lenz--$7,349; and
    includes  2000  contributions  made  by  the  Corporation  under  the Profit
    Sharing/Retirement  Plan  for the accounts of Messrs. Payne, Entwisle, Tjian
    and  Lenz,  and Ms. Finger in the amounts of: Payne--$7,650; Finger--$7,650;
    Entwisle--$7,650;   Tjian--$7,650;   and  Lenz--$5,749;  and  includes  2000
    insurance  premiums  paid  by  the  Corporation  for the accounts of Messrs.
    Payne,  Entwisle,  Tjian  and  Lenz  and  Ms.  Finger  in  the  amounts  of:
    Payne--$889;     Finger--$378;     Entwisle--$713;     Tjian--$3,351;    and
    Lenz--$1,520.

(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
    amount of $17,883 for 2000; and bonus paid to Mr. Payne which he used to pay
    his portion of split dollar life insurance  premiums in the amount of $3,250
    for 2000.

(7) Includes  deferred  compensation  of  $236,520  pursuant  to a 1998 deferred
    compensation   agreement.  See  "Other  Compensation  Arrangements--Deferred
    Compensation Agreement."
</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,
2000. All of these grants were made on January 25, 2000, based on achievement of
1999 corporate performance objectives.

<TABLE>
                        OPTION GRANTS IN LAST FISCAL YEAR

<CAPTION>

                                  Number             Percent
                              of Securities         of Total
                                Underlying       Options Granted
                                 Options        to All Employees       Exercise       Expiration       Present
            Name                Granted(1)       in Fiscal Year          Price           Date          Value(2)
- ---------------------------- ---------------   ------------------   --------------   ------------   -------------
<S>                          <C>               <C>                  <C>              <C>            <C>
David L. Payne .............     261,500               29%         $ 24.00000         1/25/2010     $2,709,140
Jennifer J. Finger .........      36,040                4            24.00000         1/25/2010        373,374
Robert W. Entwisle .........      32,470                4            24.00000         1/25/2010        336,389
Hans T. Y. Tjian ...........      36,252                4            24.00000         1/25/2010        375,571
Thomas S. Lenz .............      29,250                3            24.00000         1/25/2010        303,030
<FN>

- ----------------
(1) All  options are  nonqualified  stock  options,  which vest  ratably  over a
    three-year period commencing one year after the 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 Modified  Roll-Geske  option  pricing  model using  standard  assumptions,
    including  13.0%  annual  dividend  growth,  a  risk-free  rate equal to the
    six-year U.S.  Treasury yield of 6.60%,  volatility of 33.20% and a six-year
    maturity was used to derive the per share option value of $10.36.
</FN>
</TABLE>

                                       11
<PAGE>

     The following table sets forth the stock options  exercised in 2000 and the
December 31, 2000  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.

<TABLE>
              Aggregated Option Exercises In Last Fiscal Year And
                         December 31, 2000 Option Values

<CAPTION>

                                                       Number of Securities
                                                      Underlying Unexercised             Value of Unexercised
                                                            Options at                   In-The-Money Options
                                                         December 31, 2000             at December 31, 2000(1)
                         Shares                   -------------------------------   ------------------------------
                        Acquired        Value
        Name          on Exercise     Realized     Exercisable     Unexercisable     Exercisable     Unexercisable
- -------------------- -------------   ----------   -------------   ---------------   -------------   --------------
<S>                  <C>             <C>          <C>             <C>               <C>             <C>
David L. Payne               --            --        560,690          453,590       $12,682,899     $6,702,646
Jennifer J. Finger           --            --         17,170           68,480           160,066        873,510
Robert W. Entwisle       37,470      $875,970        107,970           68,230         2,649,619        826,555
Hans T. Y. Tjian         30,840       676,169        108,660           74,284         2,784,018        949,417
Thomas S. Lenz           15,720       214,913         13,687           52,013           131,067        683,126
<FN>

- ----------------
(1)  Based on the closing price of the Corporation's  Common Stock of $43.00 per
     share on December 29, 2000.
</FN>
</TABLE>

                         Other Compensation Arrangements

Certain Employment Contracts

     WAB entered into an employment  agreement with Mr. Entwisle,  dated January
7, 1987,  providing  for an annual base salary of  $134,280.  The  agreement  is
"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  one  year's  notice  of intent to
terminate.

     WAB may terminate Mr. Entwisle's  employment without cause and Mr. Entwisle
may terminate his  employment  for "good  reason," as defined in the  agreement.
Under such circumstances,  however,  Mr. Entwisle would be entitled to severance
pay  equal  to the sum of:  (i) one  time 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 agreement with Mr. Entwisle provides
for the payment of  liquidated  damages upon  termination  of  employment by WAB
without cause or termination by Mr.  Entwisle for "good reason." Under the terms
of the agreement,  the amount of liquidated  damages is reduced by any severance
pay received by Mr. Entwisle and he 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 (as defined in the agreement).

Pension Agreement

     During 1997, the Corporation entered into a nonqualified  pension agreement
("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 was to be calculated as a percentage of Mr. Payne's three
year average compensation (salary and bonus) preceding the earlier of retirement
or age 55. In January 2000 the percentage was

                                       12

<PAGE>

determined by the Employee Benefits and Compensation Committee (the "Committee")
based on the  Corporation's  achievement of certain  performance goals which had
first  been  established  for  Mr.  Payne's  1995,  1996,  and  1997  restricted
performance shares.  Under the terms of the Pension Agreement and the percentage
of  compensation  provisions  determined by the  Committee,  Mr.  Payne's annual
pension will be $511,950.  The vested portion of the pension will be paid to Mr.
Payne as a 20-year certain pension commencing at age 55. Mr. Payne will be fully
vested in the pension based on continuous employment through December 31, 2002.

     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  (as defined in the Pension  Agreement),  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.

Deferred Compensation Agreement

     In December  1998,  the  Corporation  entered into a deferred  compensation
agreement with Mr. Payne for additional  discretionary  deferred compensation to
provide an incentive to remain with the Corporation through his retirement.  The
deferred  compensation  will be delivered in the form of  discretionary  monthly
company  contributions to be deposited in a non-qualified  deferred compensation
plan.  The  Committee  will   periodically   review  the  accumulated   deferred
compensation  balance,  including  investment  performance,  to determine if the
additional  discretionary  company contributions are necessary to provide to Mr.
Payne  with an  appropriate  level of  retirement  benefits.  The amount of such
additional company  contributions will be determined  quarterly by the Committee
and be based on Mr. Payne's  attaining of certain  performance goals to include,
but not be limited  to,  shareholder  returns,  overall  financial  performance,
merger and acquisition activities,  loan review examinations,  asset quality and
related reserves, and revenue growth.

     Mr. Payne's deferred  compensation  award will be paid in a lump sum and be
contingent upon his continuous employment through January 1, 2004. The agreement
allows  for  accelerated  payment  only  in  the  event  of  death,  disability,
termination  without cause,  and  termination as a result of a Change of Control
(as defined in the 1995 Stock Option Plan).  Deferred  compensation  of $236,520
was deposited in the non-qualified  discretionary  plan in 2000 as the Committee
determined  that Mr. Payne had achieved the  quarterly  performance  goals.  The
accumulated  deferred  compensation account balance was $456,430 on December 31,
2000.

                                       13
<PAGE>


                            INVESTMENT PERFORMANCE
               COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)


                               [GRAPHIC OMITTED]





                                               Period Ending
- --------------------------------------------------------------------------------
Index                         1995    1996     1997     1998     1999     2000
- --------------------------------------------------------------------------------
Westamerica Bancorporation    100    133.53   238.92   257.61   195.84   301.78
S & P 500                     100    122.87   158.14   202.36   240.92   216.49
NASDAQ Bank Index             100    126.16   206.37   182.08   167.54   192.13


(1) Assumes  $100  invested on December  31,  1995 in the  Corporation's  Common
    Stock, the S&P 500 composite stock index and NASDAQ's Bank Index

                     PROPOSAL 2 -- RATIFICATION OF AUDITORS

     The Board, upon the recommendation of the Audit Committee, has approved the
selection of the firm of KPMG LLP as independent auditor for the Corporation for
2001, to report on the consolidated financial statements of the Corporation, and
to perform such other appropriate  accounting services as may be required by the
Board. The Board recommends that the shareholders vote in favor of ratifying and
approving the selection of KPMG LLP for the purposes set forth above. Should the
shareholders vote negatively,  the Board would consider a change in auditors for
the next fiscal year.

                                       14

<PAGE>

Audit Fees

     The aggregate fees billed by KPMG LLP for  professional  services  rendered
for the audit of the  Corporation's  annual  financial  statements  for the most
recent fiscal year (2000) and the reviews of the financial  statements  included
in the Corporation's Forms 10-Q in 2000 was $277,000.

Financial Information Systems Design and Implementation Fees

     KPMG LLP  rendered  no  professional  services  for  financial  information
systems design and implementation for the most recent fiscal year (2000).

All Other Fees

     The aggregate fees billed for services  rendered by KPMG LLP other than for
the services  described  above,  including tax  consulting  and other  non-audit
services, for the most recent fiscal year (2000) was $113,100.

     The Audit Committee  considered whether the provision of the services other
than the audit services is compatible with maintaining KPMG LLP's independence.

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

                             AUDIT COMMITTEE REPORT

     Notwithstanding   anything  to  the  contrary  set  forth  in  any  of  the
Corporation's  previous  or  future  filings  under  the  Securities  Act or the
Exchange Act that might  incorporate  any proxy statement or future filings with
the SEC, in whole or in part,  the  following  report  shall not be deemed to be
incorporated by reference into such filing.

     The Audit  Committee  of the Board of Directors is composed of five outside
(non-employee)  directors,  all of whom  meet the  NASD  listing  standards  for
director  independence.  The Audit  Committee  operates under a written  charter
adopted by the Board of Directors (see Appendix),  as required by the applicable
NASD listing standards.

     Management is responsible for the  Corporation's  internal controls and the
financial  reporting  process.  The  independent  auditors are  responsible  for
performing an  independent  audit of the  Corporation's  consolidated  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States  and  to  issue  an  opinion  thereon.   The  Audit   Committee's
responsibility is to monitor and oversee these processes.  In this context,  the
Audit Committee has met and held discussions with management and the independent
auditors.  Management  represented to the Audit Committee that the Corporation's
consolidated  financial  statements  were prepared in accordance with accounting
principles  generally accepted in the United States, and the Audit Committee has
reviewed and discussed the consolidated financial statements with management and
the independent  auditors.  The Audit  Committee  discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees).

     In performing its functions,  the Audit Committee acts only in an oversight
capacity and necessarily  relies on the work and assurances of the Corporation's
management,  which has the primary  responsibility for financial  statements and
reports,  and of the  independent  auditors,  who, in their  report,  express an
opinion on the conformity of the  Corporation's  annual financial  statements to
generally accepted accounting principles.

     The Corporation's independent auditors also provided to the Audit Committee
the written disclosures and the letter from the independent auditors required by
the Independence  Standards Board Standard No. 1 (Independence  Discussions with
Audit Committees).  The Audit Committee discussed with the independent  auditors
that firm's independence.

                                       15
<PAGE>

     Based  on  the  Audit  Committee's   discussion  with  management  and  the
independent  auditors and the Audit Committee's  review of the representation of
management and the report of the  independent  auditors to the Audit  Committee,
the Audit Committee  recommended that the Board of Directors include the audited
consolidated  financial  statements in the  Corporation's  Annual Report on Form
10-K for the year ended  December 31, 2000, to be filed with the  Securities and
Exchange Commission.

                           Ronald A. Nelson, Chairman

                  Louis E. Bartolini      Catherine C. MacMillan
                  Patrick J. Mon Pere     Carl R. Otto


                                  OTHER MATTERS

     Management of the Corporation  does not know of any matters to be presented
at the Annual 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 of the
Corporation's  common stock 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 will be
borne by the Corporation. The Corporation has retained the services of Corporate
Investor Communications,  Inc. to assist in the proxy distribution at a cost not
to exceed $2,000 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 21, 2001

                                       16


<PAGE>

                                                                      Appendix A

                            Audit Committee Charter
                 (Approved by the Board or Directors 4/27/00)



The Audit  Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements, (2) the compliance by the company
with legal and regulatory  requirements and (3) the independence and performance
of the company's internal and external auditors.

The members of the Audit  Committee shall meet the  independence  and experience
requirements  of the  Nasdaq.  The  members  of the  Audit  Committee  shall  be
appointed by the Board on the  recommendation  of the Chairman of the Board. The
Audit Committee shall have no fewer than three members.

The Audit Committee shall have the authority to retain special legal, accounting
or other  consultants to advise the Committee.  The Audit  Committee may request
any  officer or  employee of the  company or the  company's  outside  counsel or
independent auditor to attend a meeting of the Committee.

The Audit Committee shall make regular reports to the Board of Directors.

The Audit Committee shall:

1.   Review and reassess the adequacy of this Charter annually and recommend any
     proposed changes to the Board for approval.

2.   Review the annual audited financial  statements with management,  including
     major issues regarding  accounting and auditing principles and practices as
     well as the adequacy of internal controls that could  significantly  affect
     the company's financial statements.

3.   Review  with  management  and  the  independent   auditor  any  significant
     financial  reporting  issues  and  judgments  made in  connection  with the
     preparation of the company's financial statements.

4.   Review with management and the independent  auditor the company's quarterly
     financial statements prior to the release of quarterly earnings. The review
     may be  conducted  by a member  of the  Committee  who has  been  delegated
     authority by the Committee to perform the review.

5.   Meet  periodically  with management to review the company's major financial
     risk exposures.

6.   Review major changes to the company auditing and accounting  principles and
     practices as suggested by the  independent  auditor,  internal  auditors or
     management.

7.   Recommend to the Board the  appointment of the independent  auditor,  which
     firm is ultimately accountable to the Audit Committee and the Board.

8.   Approve the fees to be paid to the independent auditor.

9.   Receive  periodic  reports  from  the  independent  auditor  regarding  the
     auditor's  independence,  and discuss such reports with the auditor.  If so
     determined  by  the  Audit   Committee,   recommend  that  the  Board  take
     appropriate action to satisfy itself of the independence of the auditor.

10.  Evaluate together with the Board the performance of the independent auditor
     and, if so  determined  by the Audit  Committee,  recommend  that the Board
     replace the independent auditor.

11.  Review the  appointment  and  replacement of the senior  internal  auditing
     executive.

                                       A-1
<PAGE>


12.  Review the  significant  reports to  management  prepared  by the  internal
     auditing department and management's responses.

13.  Meet with the independent auditor prior to the audit to review the planning
     and staffing of the audit.

14.  Obtain  from the  independent  auditor  assurance  that  Section 10A of the
     Private Securities Litigation Reform Act of 1995 has not been implicated.

15.  Obtain reports from  management,  the company's  senior  internal  auditing
     executive  and  the  independent  auditor  that  the  company's  subsidiary
     affiliated entities are in conformity with applicable  regulatory and legal
     requirements.

16.  Discuss with the independent  auditor the matters  required to be discussed
     by SAS 61 relating to the audit.

17.  Review with the  independent  auditor  any  problems  or  difficulties  the
     auditor may have  encountered  and any  management  letter  provided by the
     auditor and the  company's  response to that letter.  Such  reviews  should
     include:

     a)  Any difficulties encountered in the course of the audit work, including
         any  restrictions  on the scope of  activities  or  access to  required
         information.

     b)  Any changes required in the planned scope of the internal audit.

     c)  The internal audit department responsibilities, budgeting and staffing.


18.  Prepare the report  required by the rules of the  Securities  and  Exchange
     Commission to be included in the company's annual proxy statement.

19.  Advise the board with  respect to the  company's  policies  and  procedures
     regarding  compliance  with  applicable  laws and  regulations and with the
     company's code of conduct.

20.  Review with appropriate  members of management or appropriate legal counsel
     legal matters that may have a material impact on the financial  statements,
     the  company's  compliance  policies and any material  reports or inquiries
     received from regulators or governmental agencies.

21.  Meet at least annually with the senior  internal  audit  officer,  or other
     members of management if needed, in separate executive sessions.

While the Audit Committee has the  responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits, or
to determine that the company's  financial  statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent  auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the company's Code of Conduct.

                                       A-2

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