EXHIBIT 99.2 PROXY VALLICORP HOLDINGS, INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VALLICORP HOLDINGS, INC. For the Special Meeting of Shareholders on February __, 1997 The undersigned holder hereby authorizes Louis H. Herwaldt, J. Mike McGowan and Patrick J. Mon Pere, each with full power of substitution, to represent and vote, as designated on the reverse side, all shares of Common Stock of ValliCorp Holdings, Inc., which the undersigned would be entitled to vote at the Special Meeting of Shareholders of said corporation to be held at _________________, _______________, _________________, California at _______ _.m. on _____________, February __, 1997, upon the matters set forth on the reverse side of this Proxy and described in the accompanying Joint Proxy Statement/Prospectus. 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 Item 1. Please Mark, Sign, Date and Mail This Proxy Promptly, Using the Enclosed Envelope. COMMENTS/ADDRESS CHANGE: (Continued and to be signed on other side) [X] Please mark your votes as this -------------- COMMON The Board of Directors recommends a vote FOR Item 1. FOR AGAINST ABSTAIN I PLAN TO ATTEND MEETING [_] Item 1 - APPROVAL OF [_] [_] [_] If you check this box THE AGREEMENT AND to the right an admission PLAN OF REORGANIZATION card will be sent to you. AMONG WESTAMERICA BANCORPORATION, I have made an address change [_] VALLICORP HOLDINGS, or comment on the reverse INC., AND VALLIWIDE side of this proxy. BANK, AND AN AGREEMENT OF MERGER BETWEEN WESTAMERICA AND Receipt is acknowledged of the VALLICORP AND THE Joint Proxy Statement/Prospectus TRANSACTIONS for the Special Meeting. Whether CONTEMPLATED THEREBY, or not you expect to attend the INCLUDING, WITHOUT Special Meeting, you are urged to LIMITATION, CERTAIN execute and return this proxy, PROVISIONS BENEFITING which may be revoked at any time DIRECTORS, EXECUTIVE prior to its use. OFFICERS AND EMPLOYEES OF VALLICORP AND THE PROPOSED MERGER OF VALLICORP WITH AND INTO WESTAMERICA SIGNATURE(S) DATE --------------------------------------------------- ----------- NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.