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Exhibit 10(h)




AMENDED AND RESTATED

WESTAMERICA BANCORPORATION

STOCK OPTION PLAN OF 1995




RESTRICTED PERFORMANCE SHARE GRANT AGREEMENT




     Westamerica Bancorporation, a California corporation (the “Corporation”), hereby makes a grant
of Restricted Performance Shares to the grantee named below. The terms and conditions of the grant
are set forth in this cover sheet, in the attachment and in the Amended and Restated Westamerica
Bancorporation Stock Option Plan of 1995 (the “Plan”).



	 	 	 
	Date of Grant:
	 	 
	

	 	 
	 
	 	 
	Name of Grantee:
	 	 
	

	 	 
	 
	 	 
	Grantee’s Social Security Number:
	 	 
	

	 	 
	 
	 	 
	Number of Shares of Common Stock Covered by Grant:
	 	 
	

	 	 
	 
	 	 
	Grant Period:
	 	 
	

	 	 
	 
	 	 
	Issue Date:
	 	 
	

	 	 





By signing this cover sheet, you agree to all of the terms and conditions described in

the attached Agreement and in the Plan, a copy of which is also enclosed.



	 	 	 
	Grantee:
	 	 
	

	 	 
	

	 	(Signature)
	 
	 	 
	Corporation:
	 	 
	

	 	 
	

	 	(Signature)
	Title:
	 	 
	

	 	 






Attachment



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AMENDED AND RESTATED

WESTAMERICA BANCORPORATION

STOCK OPTION PLAN OF 1995




RESTRICTED PERFORMANCE SHARE GRANT AGREEMENT




	 	 	 
	Settlement

	 	Your Grant will be settled only if in the determination of the
Committee that administers the Amended and Restated Stock
Option Plan of 1995 (the “Committee”) the performance goals set
by the Committee for lifting the restrictions on the Grant have
been satisfied as of the close of the Grant Period. If the
performance goals are met for the Grant Period, and provided
that you are an Employee on the last day of the Grant Period,
the Grant will be settled on the Issue Date.
	 
	 	 
	Performance Goals

	 	The performance goals that must be satisfied during the Grant
Period in order for the restrictions on the Restricted
Performance Shares to lapse are goals established by the
Committee in its sole discretion. The Committee may, however,
restate the goals if a significant accounting change or event
occurs. The Committee’s determination in this regard is
conclusive and final, and by signing this Agreement you agree
to be bound by the Committee’s determinations.
	 
	 	 
	Regular Termination

	 	If your status as an Employee of the Corporation (or any
Subsidiary) terminates during the Grant Period for any reason
except retirement, death or total and permanent disability,
then your Grant will expire and be permanently canceled at the
close of business at Corporation headquarters 90 days after
your termination date. Settlement under the Grant will only be
made if the performance goals are met and the Issue Date occurs
during the 90-day period following your termination date.
	 
	 	 
	Date

	 	If you die as an Employee of the Corporation (or any
Subsidiary) during the Grant Period, and if the Committee
determines that the performance goals are likely to be met for
the Grant Period or portion thereof, then your Grant will be
settled as next described. The Corporation will issue a pro
rata portion of the Grant to your estate or heirs, determined
by number of full years of the Grant Period completed before
the date of your death. Fractional shares will be rounded to
the next higher or lower whole number. Any amount of the Grant
not issued to your estate or heirs will expire and be
permanently canceled on the date of your death.
	 
	 	 
	Retirement or

Disability

	 	If your status as an Employee of the Corporation (or any
Subsidiary) terminates during the Grant Period because of your
retirement or disability, and if the Committee determines that
the performance goals are likely to be met for the Grant Period
or portion thereof, then your Grant will be settled as next
described. The Corporation will issue a pro rata portion of
the Grant to you, as soon as practicable after your termination
of employment. The pro rata issuance will be determined by the
number of full years of the Grant Period completed before
retirement or disability. Fractional shares will be rounded to
the next higher or lower whole number. Any amount of the Grant
not issued to you will expire and be permanently canceled on
the date of your termination.






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	 	Under this Agreement, “retirement” means your termination of
employment from the Corporation (or any Subsidiary) after
attaining age 65 or such other date as determined by the
Committee.
	 
	 	 
	Leaves of Absence

	 	For purposes of this Grant, your status as an Employee does not
terminate when you go on a military leave, a sick leave or
another bona fide leave of absence that was approved by the
Corporation in writing if the terms of the leave provide for
continued service crediting, or when continued service
crediting is required by applicable law. Your status as an
Employee terminates in any event when the approved leave ends,
unless you immediately return to active work.
	 
	 	 
	Corporate Transaction

	 	The Corporation will issue the shares subject to this Grant to
you, regardless of whether the performance goals are met, if
you are an Employee at the time that either (a) the
shareholders of the Corporation approve a dissolution or
liquidation of the Corporation or a sale of substantially all
of the Corporation’s assets to another corporation, or (b) a
tender offer is made for 5% or more of the Corporation’s
outstanding common stock by any person other than the
Corporation or any of its Subsidiaries.
	 
	 	 
	Restrictions on

Exercise

	 	The Corporation will not issue the shares under the Grant if
the issuance of shares of Common Stock at that time would
violate any law or regulation.
	 
	 	 
	Form of Settlement

	 	Settlement of the Grant shall be made in shares of Common Stock.
	 
	 	 
	Deferral Election

	 	If you so elect by the end of the calendar year prior to the
Issue Date, you will be allowed to defer any settlement of the
Grant until termination of employment or for two calendar years
under the terms of the Westamerica Bancorporation Deferral
Plan. The deferral election should be made on the attached
“Deferral Election Form for Restricted Performance Shares.”
	 
	 	 
	Withholding Taxes

	 	Settlement of the Grant will not be allowed unless you make
acceptable arrangements to pay any withholding taxes that may
be due as a result of such settlement.
	 
	 	 
	Restrictions on Resale

	 	By signing this Agreement, you agree not to sell any shares of
Common Stock acquired upon exercise of this Grant at a time
when applicable laws, regulations or Corporation or underwriter
trading policies prohibit a sale.
	 
	 	 
	

	 	In the event that the sale of shares of Common Stock under the
Plan is not registered under the Securities Act but an
exemption is available which requires an investment
representation or other representation, you shall represent and
agree at the time of exercise that the shares of Common Stock
being acquired upon settlement of this Grant are being acquired
for investment, and not with a view to the sale or distribution
thereof, and shall make such other representations as are
deemed necessary or appropriate by the Corporation and its
counsel.






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	Transfer of Option

	 	Prior to your death, only you may be entitled to issuance of
the shares subject to the Grant. You cannot transfer or assign
this Grant. For instance, you may not sell this Grant or use
it as security for a loan. If you attempt to do any of these
things, this Grant will immediately become invalid. You may,
however, dispose of any settlement in your will or by
designating a beneficiary.
Regardless of any marital property settlement agreement, the
Corporation is not obligated to honor a claim from your former
spouse, nor is the Corporation obligated to recognize your
former spouse’s interest in your Grant in any other way.
	 
	 	 
	Retention Rights

	 	Neither your Grant nor this Agreement give you the right to be
retained by the Corporation (or any Subsidiaries) in any
capacity. The Corporation (and any Subsidiaries) reserve the
right to terminate your status as an Employee at any time and
for any reason.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have no rights as a shareholder
of the Corporation until a certificate for the shares of Common
Stock acquired upon issuance of this Grant has been issued. No
adjustments are made for dividends or other rights if the
applicable record date occurs before your stock certificate is
issued, except as described in the Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or a similar
change in the outstanding Common Stock of the Corporation, the
number of shares of Common Stock covered by this Grant and the
exercise price per share may be adjusted pursuant to the Plan.
Your Grant shall be subject to the terms of the agreement of
merger, liquidation or reorganization in the event the
Corporation is subject to such corporate activity.
	 
	 	 
	Amendments and
Administration

	 	This Agreement may be amended in writing signed by both
parties. The Committee shall have the sole discretion to
interpret and administer this Agreement and to adopt rules and
policies to administer and enforce this Agreement.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and enforced under the laws
of the State of California.
	 
	 	 
	The Plan and Other
Agreements

	 	The text of the Plan is incorporated in this Agreement by
reference. Certain capitalized terms used in this Agreement
are defined in the Plan.
	 
	 	 
	Entire Agreement

	 	This Agreement and the Plan constitute the entire understanding
between you and the Corporation regarding this Grant. Any
prior agreements, commitments or negotiations concerning this
option are superseded.





By signing the cover sheet of this Agreement, you agree to all of the terms and conditions

described above and in the Plan.




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