WABC

RESTATED ARTICLES OF INCORPORATION

OF

WESTAMERICA BANCORPORATION


Article I. Name.

The name of the Corporation is WESTAMERICA BANCORPORATION.

Article II. Purposes.

The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business, or the practice of a profession permitted to be
incorporated by the California Corporations Code.

Article III. Capital.

1. Capitalization. This Corporation is authorized to issue
three classes of shares designated "Common Stock", "Class B Common Stock"
and "Preferred Stock", respectively. The number of shares of Common
Stock authorized to be issued is 4,000,000, the number of shares of
Class B Common Stock authorized to be issued is 1,000,000, and the
number of shares of preferred Stock authorized to be issued is 1,000,000. The
Board of Directors may determine, fix, alter, or revoke by resolution the
rights, preferences, privileges, and restrictions of any wholly unissued
class or series of shares other than the Common Stock, and the series
designation and number of shares to constitute any series (which number
may thereafter in the same manner be increased or decreased, but not
below the number of shares of such series then outstanding), and a
certificate of determination shall then be filed with the California
Secretary of State.

2. Voting Rights. Each holder of Common Stock shall be
entitled to vote on all matters one vote for each share of Common Stock
held by him, provided, that in all elections of Directors, each holder
of Common Stock shall have the right to vote the votes allocated to the
number of shares owned by him for as many persons as there are Directors
to be elected, or to cumulate such votes and give one candidate as many
votes as the number of Directors to be elected multiplied by the number
of votes allocable to his shares shall equal, or to distribute such
votes on the same principle among as many candidates as he shall think fit.
Except as otherwise provided by law or by the Board of Directors pursuant
to the provisions of paragraph 1 of this Article III, the holders of
Class B Common Stock or Preferred Stock, or any series thereof, shall
have no voting rights.

Article IV. Amended Corporations Code.

This Corporation elects to be governed by all of the
provisions of the General Corporation Law effective January 1, 1977, not
otherwise applicable to it under Chapter 23 thereof.

Article V. Special Shareholder Approval Requirements.

1. Definition of "Interested Person." For purposes of this
Article, "Interested Person" means a person, firm, corporation, or other
entity which is the beneficial owner of at least ten (10%) percent of
the outstanding shares of this Corporation's Common Stock.

2. Greater Than Majority Vote Required For Certain Corporate
Actions Involving Interested Persons. Subject to the exceptions set
forth in Section 3 below, the affirmative vote of eighty (80%) percent
of the outstanding shares of this Corporation's Common Stock will be
required to authorize any of the following transactions between this
Corporation and an Interested Person:

a. a merger or consolidation with an Interested
Person; or

b. the sale or other disposition by this
Corporation of all or any substantial part of its assets
to an Interested person; or

c. the purchase or other acquisition by this
Corporation of all or any substantial part of the assets
of an Interested Person; or

d. any other transaction with an Interested Person
which requires the approval of this Corporation's
shareholders under the California Corporations Code.

3. Exceptions to Special Approval Requirements. The special
approval requirements set forth in Section 2 above shall be inapplicable
in the following cases:

a. the transaction was approved by the Board of
Directors of this Corporation prior to the time that the
person, firm, corporation, or other entity became an
Interested Person; or

b. the transaction was approved by the Board of
Directors of this Corporation after the time that the
person, firm, corporation, or other entity became an
Interested Person where both of the following conditions
have been fulfilled:

(1) a majority of the directors at the time
that the person, firm, corporation, or other entity
became an Interested Person voted in favor of the
transaction; and

(2) in such transaction the cash, or fair
market value of other consideration as valued by
the Board of Directors of this Corporation as of
the date of its approval of the transaction, to be
received by the shareholders of this Corporation is
not less per share than the highest price per share
(including brokerage commissions and/or soliciting
dealers' fees) paid by the Interested Person for
any shares of the same class of stock in this
Corporation from the time that the Interested
Person had obtained a beneficial ownership in
excess of five (5%) percent of the outstanding
shares of this Corporation's Common Stock.