RESTATED ARTICLES OF INCORPORATION
OF
WESTAMERICA BANCORPORATION
ARTICLE I. Name.
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The name of the Corporation is WESTAMERICA BANCORPORATION.
ARTICLE II. Purpose.
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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.
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1. Capitalization. This corporation is authorized to issue three classes
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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 20,000,000, 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. Upon the effectiveness of this Amendment to read as
herein set forth, each outstanding share of Common Stock is split and converted
into (2) two shares of Common Stock. 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
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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
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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.
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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.
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1. Definition of "Interested Person." For purposes of this Article,
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"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
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Involving Interested Persons. Subject to the exceptions set forth in Section 3
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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
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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
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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.
ARTICLE VI. Director Liability.
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The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
ARTICLE VII. Indemnification.
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The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject to the applicable
limits as set forth in Section 204 of the California Corporations Code with
respect to actions for breach of duty to the Corporation and its shareholders.
The Corporation is further authorized to provide insurance for agents as set
forth in Section 317 of the California Corporations Code provided that, in cases
where the Corporation owns all or a portion of the shares of the company issuing
the insurance policy, the company and/or the policy must meet one of the two
sets of conditions set forth in Section 317, as amended.
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ARTICLE VIII. Effect of Future Amendments.
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Any repeal or modification of the foregoing provisions of Articles VI
or VII by the shareholders of this Corporation shall not adversely affect any
right or protection of an agent of this Corporation existing at the time of such
repeal or modification.
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