exv4w1




Exhibit
4.1



	 	 	 
	Fixed Rate Cumulative

	 	Fixed Rate Cumulative
	     Perpetual Preferred Stock, Series A

	 	Perpetual Preferred Stock, Series A
	          No Par Value
	 	 






	 	 	 	 	 	 	 
	
Certificate

Number

PA 00001

	 	WESTAMERICA BANCORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
	 	Shares

83,726


	
	 	 	 	 	 	 






	 	 	 	 	 
	THIS CERTIFIES THAT

	 	UNITED STATES DEPARTMENT OF THE TREASURY	 	 
	 

	 	 	 	TRANSFER OF THIS CERTIFICATE
IS RESTRICTED SEE

LEGEND ON REVERSE SIDE





IS THE OWNER OF  **Eighty Three Thousand Seven Hundred Twenty-Six (83,726) **





FULLY
PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A OF
WESTAMERICA BANCORPORATION



transferable in person or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are subject to the provisions of the
Articles of Incorporation, all amendments thereto, and the Bylaws of the Corporation, and to the
rights, preferences, and voting powers of the Preferred Stock of the Corporation now or hereafter
outstanding; the terms of all such provisions, rights, preferences and voting powers being
incorporated herein by reference.



Any shareholder may obtain from the principal office of the Corporation, upon request and without
charge, a statement of the number of shares constituting each class of series of stock and the
designation thereof; and a copy of the Corporation’s Articles of Incorporation, all amendments
thereto, including the Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A setting forth the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights and the Bylaws.



IN WITNESS THEREOF, Westamerica Bancorporation has caused this certificate to be executed by
signatures of its duly authorized officers and has caused its corporate seal to be hereunto
affixed.




DATED: February 13, 2009




	 	 	 
	/s/ Jennifer J. Finger
 

Senior Vice President & Treasurer

	 	 






	 	 	 
	/s/ Kris Irvine
 



	 	 
	Secretary	 	 







 









 







THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.




FOR VALUE RECEIVED                      hereby sell, assign and transfer unto                     



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)




 




                                                                
                                                                         
               
                            
shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint



                                                                 
                                                                                       
         Attorney to transfer the said stock on the books of the within named Corporation with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Signature
	 	 






	 	 	 	 	 
	 

	 	 

Signature
	 	 






	 	 	 
	 

	 	NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.





SIGNATURE(S) GUARANTEED:




THE SIGNATURE(S) SHOULD BE GUARANTEED

BY AN ELIGIBLE GUARANTOR INSTITUTION

(Banks, Stockbrokers, Savings and Loan Associations

and Credit Unions) WITH MEMBERSHIPS IN AN

APPROVED SIGNATURE GUARANTEE MEDALLION

PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.