Page 1

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549


                               FORM  8 - K

                             CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934


Date of Report (Date of earliest event
reported): October 28, 1999

                       WESTAMERICA BANCORPORATION
              ---------------------------------------------
          (Exact name of registrant as specified in its charter)


CALIFORNIA                      1-9383              94-2156203
- -----------                     -----------         --------------
(State or other jurisdiction    (Commission         (IRS Employer
of incorporation)               File Number)        Identification No.)


                1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
           -----------------------------------------------------------
                (Address of principal executive offices)  (Zip Code)



                             (415) 257-8000
                  ------------------------------------
          (Registrant's telephone number, including area code)


Item 5. Other Events

     As a precaution to ensure that it
continues to be able to take appropriate
action to protect the interests of
Westamerica Bancorporation ("Westamerica" or
"Company") and its shareholders,
Westamerica's Board of Directors approved the
amendment of its existing Shareholder Rights
Plan on October 28, 1999, to become effective
November 19, 1999, to update the existing
plan and extend its maturity until
December 31, 2004.  The new amended plan is
very similar in purpose and effect to the
plan as it existed prior to amendment.  It
would help the Board to maximize shareholder
value in the event of a change of control of
Westamerica and otherwise to resist actions
that the Board considers likely to injure
Westamerica or its shareholders. The
Shareholder Rights Plan as amended and
restated is referred to herein as  the "1999
Rights Agreement."  A form of the 1999 Rights
Agreement is attached hereto and filed
herewith as Exhibit 99 below.

     In addition to extending the maturity
date of the plan an additional five years,
the other material changes to be reflected in
the 1999 Rights Agreement include: (1) an
increase in the exercise price to $75; (2) a
decrease in the redemption price of each
Right  to $.001; (3) a reduction of the
amount of securities required to be acquired
for a person or entity to become an
"Acquiring Person", thus triggering the
shareholders' rights, from 15% to 10%; and
(4) the replacement of ChaseMellon
Shareholder Services, LLC (successor in
interest to Chemical Trust Company of
California) with Harris Trust and Savings
Bank as the Rights Agent.  Other, immaterial
amendments related to notice provisions or
updating certain definitions within the 1999
Rights Agreement will also be made.

Item 7. Financial Statements and Exhibits

     (c)  Exhibit. The following is furnished
in accordance with the provisions of Item 601
of Regulation S-K.

     Exhibit 99.  Form of Amended and
            Restated Rights Agreement dated
            as of November 19, 1999 between
            Westamerica Bancorporation and
            Harris Trust and Savings Bank,
            which includes as Exhibit A the
            form of Rights Certificate.



                                SIGNATURE

     Pursuant to the requirements of the
Securities Exchange Act of 1934, the
registrant has duly caused this report to be
signed on its behalf by the undersigned
hereunto duly authorized.

                               WESTAMERICA
                             BANCORPORATION
                              (Registrant)


Date: ___________________, 1999      By:  /s/ DAVID L. PAYNE
                                          -----------------
                                     David L. Payne,
                                     Chairman of the Board,
                                     Chief Executive Officer and President


                              EXHIBIT INDEX

EXHIBIT 99.    Form of Amended and Restated
          Rights Agreement dated as of
          November 19, 1999 between
          Westamerica Bancorporation and
          Harris Trust and Savings Bank,
          which includes as Exhibit A the
          form of Rights Certificate.




EXHIBIT 99:

                       Westamerica Bancorporation


                                   and


                      Harris Trust and Savings Bank


                             as Rights Agent







                 Amended and Restated Shareholder Rights
                                Agreement



                      Dated as of November 19, 1999




                            TABLE OF CONTENTS

Section
Section 1.  Certain Definitions
Section 2.  Appointment of Rights Agent
Section 3.  Issue of Rights Certificates
Section 4.  Form of Rights Certificates
Section 5.  Countersignature and Registration
Section 6.  Transfer, Split Up, Combination and Exchange of Rights
            Certificates; Mutilated, Destroyed, Lost or Stolen
            Rights Certificates
Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights
Section 8.  Cancellation and Destruction of Rights Certificates                9
Section 9.  Reservation and Availability of Common Stock
Section 10. Common Stock Record Date
Section 11. Adjustment of Purchase Price, Number and Kind
            of Shares or Number of Rights
Section 12. Certificate of Adjusted Purchase Price or Number of Shares
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power
Section 14. Additional Covenants
Section 15. Fractional Rights and Fractional Shares
Section 16. Rights of Action
Section 17. Agreement of Rights Holders
Section 18. Rights Certificate Holder Not Deemed a Stockholder
Section 19. Concerning the Rights Agent
Section 20. Merger or Consolidation or Change of Name of Rights Agent
Section 21. Duties of Rights Agent
Section 22. Change of Rights Agent
Section 23. Issuance of New Rights Certificates
Section 24. Redemption, Termination and Exchange
Section 25. Notice of Certain Events
Section 26. Notices
Section 27. Supplements and Amendments
Section 28. Determination and Actions by the Board of Directors, etc.
Section 29. Successors
Section 30. Benefits of this Agreement
Section 31. Severability
Section 32. Governing Law
Section 33. Counterparts
Section 34. Descriptive Headings
Exhibit A -- Form of Rights Certificate
Exhibit B -- Amended and Restated Summary of Rights to Purchase Common Stock


                 AMENDED AND RESTATED SHAREHOLDER RIGHTS
                                AGREEMENT


     This Amended and Restated Shareholder
Rights Agreement dated as of November 19,
1999, between Westamerica Bancorporation, a
California corporation (the "Company") and
Harris Trust and Savings Bank, an Illinois
corporation (the "Rights Agent").

                          W I T N E S S E T H:

     WHEREAS, the Company and Bank of
America, NT&SA (the "Original Rights Agent")
entered into a Rights Agreement dated as of
December 18, 1986 (the "Original Rights
Agreement") in connection with which the
Company authorized and declared a dividend
distribution of one right for each share of
common stock, no par value, of the Company
outstanding on January 20, 1987 (the "Record
Date") (as subsequently adjusted for stock
splits on May 15, 1987 and February 25, 1998,
"Common Stock"), and contemplates the
issuance of one right (subject to adjustment)
for each share of Common Stock issued between
the Record Date and the earlier of the
Distribution Date and the Expiration Date (as
such terms are hereafter defined), each right
representing the right to purchase one share
of Common Stock (as adjusted) upon the terms
and subject to the conditions set forth in
the Original Rights Agreement (such rights,
as their terms are hereinafter amended, being
hereinafter referred to as the "Rights"); and

     WHEREAS, Section 27 of the Original
Rights Agreement provides that the Company
and the Original Rights Agent may amend the
Original Rights Agreement without approval of
any holders of Rights Certificates, prior to
the Distribution Date (as such term is
defined in Section 3(a) thereof), in order to
change or supplement the provisions
thereunder as the Company deems necessary and
desirable; and

     WHEREAS, the Original Rights Agreement
was amended and restated on September 28,
1989 by the Company and the Original Rights
Agent (the "Restated Rights Agreement"); and

     WHEREAS, pursuant to an Appointment and
Acceptance Agreement dated May 25, 1992
between the Company and Chemical Trust
Company of California (the "Successor Rights
Agent"), the Original Rights Agent was
replaced by the Successor Rights Agent to act
as rights agent in accordance with the terms
and conditions of the Restated Rights
Agreement; and

     WHEREAS, the Restated Rights Agreement
was subsequently amended as of March 23, 1995
by the Company and the Successor Rights Agent
(the "Amended and Restated Rights
Agreement"); and

     WHEREAS, pursuant to an Appointment and
Acceptance Agreement dated November 19, 1999
between the Company and Harris Trust and
Savings Bank, the Rights Agent succeeded the
Successor Rights Agent and became the Rights
Agent hereunder; and

     WHEREAS, Section 27 of the Amended and
Restated Rights Agreement provides that the
Company and the Rights Agent may amend the
Restated Rights Agreement without approval of
any holders of Rights Certificates, prior to
the Distribution Date (as such term is
defined in Section 3(a) thereof), in order to
change or supplement the provisions
thereunder as the Company deems necessary and
desirable; and

     WHEREAS, the Company deems it desirable
to amend and supplement the Amended and
Restated Rights Agreement, in accordance with
such section and directs the Rights Agent to
do so;

     NOW, THEREFORE, the Amended and Restated
Rights Agreement is hereby amended and
restated to read, from and after the date
hereof, in its entirety as set forth below
(the "1999 Rights Agreement" or "this
Agreement"):

               Section 1.   Certain Definitions.
                            -------------------
For purposes of this Agreement, the following terms have the meanings indicated:

     (a)  "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as such
term is hereinafter defined) and Associates (as such term is hereinafter
defined) of such Person, without the prior approval of the Company,
shall be the Beneficial Owner (as such term is hereinafter defined) of
securities representing 10% or more of the Voting Power (as such term is
hereinafter defined) or who was such a Beneficial Owner at any time
after the date hereof, whether or not such Person continues to be the
Beneficial Owner of securities representing 10% or more of the Voting
Power, provided, however, that in no event shall a Person who or which,
together with all Affiliates and Associates of such Person, is the
Beneficial Owner of less than 10% of the Company's outstanding shares of
Common Stock become an Acquiring Person solely as a result of a
reduction of the number of shares of outstanding Common Stock, including
repurchases of outstanding shares of Common Stock by the Company, which
reduction increases the percentage of outstanding shares of Common Stock
beneficially owned by such Person (provided that any subsequent increase
in the amount of Voting Power beneficially owned by such Person,
together with all Affiliates and Associates of such Person, without the
prior approval of the Board of Directors of the Company shall cause such
Person to be an Acquiring Person), and provided further that Acquiring
Person shall not mean (i) any Person, not otherwise an Acquiring Person,
who has purchased all shares validly tendered pursuant to a Permitted
Offer (as such term is defined in Section 11(a)(ii)) made by such Person
or (ii) the Company, any subsidiary of the Company (as such term is
hereinafter defined), any employee benefit plan of the Company or any of
its subsidiaries or any entity holding securities of the Company
organized, appointed or established by the Company or any of its
subsidiaries for or pursuant to the terms of any such plan.

     (b)  "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of this Agreement.

     (c)  A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities:

         (i)  which such Person or any of such Person's Affiliates or
   Associates beneficially owns, directly or indirectly;

        (ii) which such Person or any of such Person's Affiliates or
   Associates has (A) the right or obligation to acquire (whether such right
   or obligation is exercisable or effective immediately or only after the
   passage of time) pursuant to any agreement, arrangement or understanding
   (whether or not in writing) or upon the exercise of conversion rights,
   exchange rights, rights (other than these Rights), warrants or options,
   or otherwise; provided, however, that a Person shall not be deemed the
   "Beneficial Owner" of, or to "beneficially own," securities tendered
   pursuant to a tender or exchange offer made by such Person or any of
   such Person's Affiliates or Associates until such tendered securities
   are accepted for purchase or exchange; or (B) the right to vote pursuant
   to any agreement, arrangement or understanding (whether or not in
   writing); provided, however, that a Person shall not be deemed the
   "Beneficial Owner" of, or to "beneficially own," any security under this
   clause (B) if the agreement, arrangement or understanding to vote such
   security (1) arises solely from a revocable proxy given in response to a
   public proxy or consent solicitation made pursuant to, and in accordance
   with, the applicable rules and regulations of the Exchange Act and
   (2) is not also then reportable by such Person on Schedule 13D under the
   Exchange Act (or any comparable or successor report); or

          (iii) which are beneficially owned, directly or indirectly, by any
   other Person (or any Affiliate or Associate thereof) with which such
   Person or any of such Person's Affiliates or Associates has any
   agreement, arrangement or understanding (whether or not in writing)
   (other than customary agreements with and between underwriters and
   selling group members with respect to a bona fide public offering of
   securities), or with which such Person or any of such Person's
   Affiliates have otherwise formed a group, for the purpose of acquiring,
   holding, voting (except pursuant to a revocable proxy as described in
   clause (B) of subparagraph (ii) of this paragraph (c)) or disposing of
   any securities of the Company.

     (d) "Business Day" shall mean any day other than a Saturday, Sunday, or
a day on which banking institutions in the State of California or the
State of Illinois are authorized or obligated by law or executive order
to close.

     (e)  "Close of business" on any given date shall mean 5:00 p.m., San
Francisco, California time, on such date; provided, however, that if
such date is not a Business Day it shall mean 5:00 p.m., San Francisco,
California time, on the next succeeding Business Day.

     (f)  "Common Stock" shall mean the Common Stock, no par value, of the
Company, except that "Common Stock" when used with reference to stock
issued by any Person other than the Company shall mean the capital stock
with the greatest aggregate voting power, or the equity securities or
other equity interest having power to control or direct the management,
of such Person or, if such Person is a subsidiary of another Person, of
the Person which ultimately controls such first-mentioned Person and
which has issued and outstanding such capital stock, equity securities
or equity interests.

     (g)  "Person" shall mean any individual, firm, corporation, partnership,
limited liability company, trust, joint venture, association or other
entity.

     (h)  "Stock Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring
Person has become such.

     (i)  A "subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity
securities or voting interests is owned, directly or indirectly, by such
Person, or which is otherwise controlled by such Person.

     (j)  "Voting Power" shall mean the voting power of all securities of the
Company then outstanding generally entitled to vote for the election of
directors of the Company.

               Section 2.   Appointment of Rights Agent.
                            ---------------------------
The Company hereby appoints the Rights Agent to act
as agent for the Company and the
holders of the Rights (who, in accordance
with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the
Common Stock) in accordance with the terms
and conditions hereof, and the Rights Agent
hereby accepts such appointment.  The Company
may from time to time appoint such Co-Rights
Agents as it may deem necessary or desirable.
In the event the Company appoints one or more
Co-Rights Agents, the respective duties of
the Rights Agents and any Co-Rights Agents
shall be as the Company shall determine.

               Section 3.    Issue of Rights Certificates.
                             ----------------------------
     (a)  Until the earlier of (i) the Stock Acquisition Date or (ii) the
tenth day after the date of the commencement of, or first public
announcement of the intent of any Person (other than the Company, any
subsidiary of the Company, or any employee benefit plan of the Company
or any of its subsidiaries) to commence (which intention to commence
remains in effect for five Business Days after such announcement), a
tender or exchange offer which would result in such Person becoming an
Acquiring Person, unless such date is extended by the Board of
Director's of the Company (but no later than the Stock Acquisition Date)
(the earlier of such dates being herein referred to as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of
paragraph (b) of this Section 3) by the certificates for Common Stock
registered in the names of the holders of the Common Stock (which
certificates for Common Stock shall be deemed also to be certificates
for Rights) and not by separate certificates, and (y) the Rights (and
the right to receive certificates therefor) will be transferable only in
connection with the transfer of the underlying shares of Common Stock.
As soon as practicable after the Distribution Date, the Rights Agent
will send, at the expense of the Company, by first-class, insured,
postage prepaid mail, to each record holder of the Common Stock as of
the close of business on the Distribution Date, at the address of such
holder shown on the records of the Company, a certificate for Rights, in
substantially the form of Exhibit A hereto (the "Rights Certificates"),
evidencing one Right for each share of Common Stock so held.  As of and
after the Distribution Date, the Rights will be evidenced solely by such
Rights Certificates.

     With respect to certificates for the
Common Stock outstanding as of the date
hereof, until the Distribution Date (or
earlier redemption, expiration or termination
of the Rights), the Rights will be evidenced
by such certificates for the Common Stock and
the registered holders of the Common Stock
shall also be the registered holders of the
associated Rights.  Until the Distribution
Date (or earlier redemption, expiration or
termination of the Rights), the surrender for
transfer of any of the certificates for the
Common Stock outstanding on the date hereof
shall also constitute the transfer of the
Rights associated with the Common Stock
represented by such certificate.

      (b)  Certificates issued for Common Stock (including, without
limitation, certificates issued upon transfer or exchange of Common
Stock) after the date hereof, but prior to the earlier of the
Distribution Date or the Expiration Date (as such term is hereinafter
defined), shall be deemed also to be certificates for Rights, and shall
have impressed, printed, stamped, written or otherwise affixed onto them
the following legend:
          This certificate also evidences and
     entitles the holder hereof to certain
     Rights as set forth in an Amended and
     Restated Shareholder Rights Agreement
     between Westamerica Bancorporation and
     Harris Trust and Savings Bank (the
     "Rights Agent") dated as of November 19,
     1999 (the "1999 Rights Agreement"), the
     terms of which are hereby incorporated
     herein by reference and a copy of which
     is on file at the principal offices of
     Westamerica Bancorporation.  Under
     certain circumstances, as set forth in
     the 1999 Rights Agreement, such Rights
     may be redeemed, may expire, or may be
     evidenced by separate certificates and
     will no longer be evidenced by this
     certificate.  Westamerica Bancorporation
     will mail to the holder of this
     certificate a copy of the 1999 Rights
     Agreement without charge within five
     days after receipt of a written request
     therefor.  Under certain circumstances,
     Rights issued to Acquiring Persons (as
     defined in the 1999 Rights Agreement) or
     certain related persons and any
     subsequent holder of such Rights may
     become null and void.

With respect to such certificates containing
the foregoing legend, until the Distribution
Date (or earlier redemption, expiration or
termination of the Rights), the Rights
associated with the Common Stock represented
by such certificates shall be evidenced by
such certificates alone, and the surrender
for transfer of any of such certificates
shall also constitute the transfer of the
Rights associated with the Common Stock
represented by such certificate.

                Section 4.   Form of Rights Certificates.
                             ---------------------------
     (a)  The Rights Certificates (and the forms of election to purchase
shares and of assignment to be printed on the reverse thereof) shall
each be substantially in the form set forth in Exhibit A hereto and may
have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange or interdealer quotation system on
which the Rights may from time to time be listed or traded, or to
conform to usage.  Subject to the provisions of Section 11 and
Section 23 hereof, the Rights Certificates, whenever distributed, shall
be dated as of the Record Date, and on their face shall entitle the
holders thereof to purchase such number of shares of Common Stock as
shall be set forth therein at the price per share set forth therein (the
"Purchase Price"), but the number of such shares and the Purchase Price
shall be subject to adjustment as provided herein.

     (b)  Any Rights Certificate issued pursuant to Section 3(a) hereof that
represents Rights beneficially owned by an Acquiring Person or any
Associate or Affiliate thereof and any Rights Certificate issued at any
time upon the transfer of any Rights to such an Acquiring Person or any
Associate or Affiliate thereof or to any nominee of such Acquiring
Person, Associate or Affiliate, and any Rights Certificate issued
pursuant to Section 6 or Section 11 upon transfer, exchange, replacement
or adjustment of any other Rights Certificate referred to in this
sentence, shall contain the following legend:
          The Rights represented by this
     Rights Certificate were issued to a
     Person who was an Acquiring Person or an
     Affiliate or an Associate of an
     Acquiring Person, as such terms are
     defined in the Rights Agreement.  This
     Rights Certificate and the Rights
     represented hereby may become void under
     the circumstances specified in Section
     7(e) of the Rights Agreement.

The provisions of Section 7(e) of this 1999
Rights Agreement shall be operative whether
or not the foregoing legend is contained on
any such Rights Certificate.

                Section 5.    Countersignature and Registration.
                              ---------------------------------
The Rights Certificates shall be executed
on behalf of the Company by its Chairman of
the Board, any Vice Chairman of the Board,
any President or any Vice President, either
manually or by facsimile signature, and shall
have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by
the Secretary or an Assistant Secretary of
the Company, either manually or by facsimile
signature.  The Rights Certificates shall be
countersigned by the Rights Agent, either
manually or by facsimile signature, and shall
not be valid for any purpose unless so
countersigned.  In case any officer of the
Company who shall have signed any of the
Rights Certificates shall cease to be such
officer of the Company before
countersignature by the Rights Agent and
issuance and delivery by the Company, such
Rights Certificates, nevertheless, may be
countersigned by the Rights Agent, and issued
and delivered by the Company with the same
force and effect as though the person who
signed such Rights Certificates had not
ceased to be such officer of the Company; and
any Rights Certificates may be signed on
behalf of the Company by any person who, at
the actual date of the execution of such
Rights Certificate, shall be a proper officer
of the Company to sign such Rights
Certificate, although at the date of the
execution of this Rights Agreement any such
person was not such an officer.
Following the Distribution Date, the
Rights Agent will keep or cause to be kept,
at its office at such location or locations
as the secretary of the Company shall agree
upon from time to time with the Rights Agent,
all in compliance with the stock exchange or
interdealer quotation system, designated for
such purpose, books for registration and
transfer of the Rights Certificates issued
hereunder.  Such books shall show the names
and addresses of the respective holders of
the Rights Certificates, the number of Rights
evidenced on its face by each of the Rights
Certificates and the date of each of the
Rights Certificates.

                Section 6.   Transfer, Split Up, Combination and Exchange of
                             -----------------------------------------------
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
- -----------------------------------------------------------------------------
Subject to the provisions of Section 15
hereof, at any time after the close of
business on the Distribution Date, and at or
prior to the close of business on the
Expiration Date, any Rights Certificate or
Rights Certificates may be transferred, split
up, combined or exchanged for another Rights
Certificate or Rights Certificates, entitling
the registered holder to purchase a like
number of shares of Common Stock as the
Rights Certificate or Rights Certificates
surrendered then entitled such holder to
purchase.  Any registered holder desiring to
transfer, split up, combine or exchange any
Rights Certificate shall make such request in
writing delivered to the Rights Agent, and
shall surrender the Rights Certificate or
Rights Certificates to be transferred, split
up, combined or exchanged at the principal
office of the Rights Agent.  Thereupon the
Rights Agent shall countersign and deliver to
the Person entitled thereto a Rights
Certificate or Rights Certificates, as the
case may be, as so requested.  The Company
may require payment of a sum sufficient to
cover any tax or governmental charge that may
be imposed in connection with any transfer,
split up, combination or exchange of Rights
Certificates.

     Upon receipt by the Company and the
Rights Agent of evidence reasonably
satisfactory to them of the loss, theft,
destruction or mutilation of a Rights
Certificate and, in case of loss, theft or
destruction, of indemnity or security
reasonably satisfactory to them, and
reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights
Agent and cancellation of the Rights
Certificate if mutilated, the Company will
execute and deliver a new Rights Certificate
of like tenor to the Rights Agent for
countersignature and delivery to the
registered owner in lieu of the Rights
Certificates so lost, stolen, destroyed or
mutilated.

               Section 7.   Exercise of Rights; Purchase Price;
                            ----------------------------------
Expiration Date of Rights.
- -------------------------
     (a)  The registered holder of any Rights Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole
or in part at any time after the Distribution Date upon presentation of
the Rights Certificate, with the appropriate form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent
at the principal office of the Rights Agent, together with payment of
the Purchase Price for each share of Common Stock (or such other number
of shares or other securities) as to which the Rights are exercised, at
or prior to the earliest of (i) the close of business on December 31,
2004 (the "Final Expiration Date"), or (ii) the time at which the Rights
are redeemed as provided in Section 24(a) hereof, (iii) the consummation
of a transaction contemplated by Section 13(f) hereof or (iv) the time
at which the Rights are exchanged as provided in Section 24(c) hereof
(such earliest time being herein referred to as the "Expiration Date").
Notwithstanding any other provision of this Agreement, any Person who
prior to the Distribution Date becomes and remains a record holder of
shares of Common Stock may exercise all of the rights of a registered
holder of a Rights Certificate with respect to the Rights associated
with such shares of Common Stock in accordance with and subject to the
provisions of this Agreement, including the provisions of Section 7(e)
hereof, as of the date such Person becomes a record holder of shares of
Common Stock.

     (b)  The Purchase Price for each share of Common Stock to be purchased
pursuant to the exercise of a Right shall be $75.00, shall be subject to
adjustment from time to time as provided in Sections 11 and 13 hereof
and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.

     (c)  Upon receipt of a Rights Certificate representing exercisable
Rights, with the appropriate form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the shares (or other
securities or property) to be purchased and an amount equal to any
applicable transfer tax (as determined by the Rights Agent) in cash, or
by certified check or bank draft payable to the order of the Company,
the Rights Agent shall, subject to Section 21(k), thereupon promptly,
(i) (A) requisition from any transfer agent of the shares of Common
Stock (or make available, if the Rights Agent is the transfer agent)
certificates for the number of shares of Common Stock to be purchased,
and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests, or (B) if the Company, in its sole
discretion, shall have elected to deposit the shares of Common Stock
issuable upon exercise of the Rights hereunder into a depositary,
requisition from the depositary agent depositary receipts representing
such number of shares of Common Stock as are to be purchased (in which
case certificates for the shares of Common Stock represented by such
receipts shall be deposited by the transfer agent with the depositary
agent) and the Company will direct the depositary agent to comply with
such request, (ii) when appropriate, requisition from the Company the
amount of cash, if any, to be paid in lieu of issuance of fractional
shares in accordance with Section 15, (iii) promptly after receipt of
such certificates or depositary receipts, cause the same to be delivered
to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by
such holder and (iv) when appropriate, after receipt promptly deliver
such cash to or upon the order of the registered holder of such Rights
Certificate.  In the event that the Company is obligated to issue other
securities of the Company, and/or distribute other property pursuant to
Section 11(a), the Company will make all arrangements necessary so that
such other securities and/or property are available for distribution by
the Rights Agent, if and when appropriate.  In addition, in the case of
an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the
Rights Agent shall return such Rights Certificate to the registered
holder thereof after imprinting, stamping or otherwise indicating
thereon that the rights represented by such Rights Certificate no longer
include the rights provided by Section 11(a)(ii) of the Rights Agreement
and if less than all the Rights represented by such Rights Certificate
were so exercised, the Rights Agent shall indicate on the Rights
Certificate the number of Rights represented thereby which continue to
include the rights provided by Section 11(a)(ii).

     (d)  In case the registered holder of any Rights Certificate shall
exercise (except pursuant to Section 11(a)(ii)) less than all the Rights
evidenced thereby, a new Rights Certificate evidencing Rights equivalent
to the Rights remaining unexercised shall be issued by the Rights Agent
and delivered to the registered holder of such Rights Certificate or to
his duly authorized assigns, subject to the provisions of Section 15
hereof.

     (e)  Notwithstanding anything in this Agreement to the contrary, if
there occurs any of the events set forth in Section 11(a)(ii) or Section
13(a) then any Rights that are or were on or after the earlier of the
Distribution Date or the Stock Acquisition Date beneficially owned by an
Acquiring Person or any Associate or Affiliate of an Acquiring Person
shall become null and void, without any further action, and any holder
of such Rights shall thereafter have no rights whatsoever with respect
to such Rights, whether under any provision of this Agreement or
otherwise.

     (f)  Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any
purported exercise as set forth in this Section 7 unless the certificate
contained in the appropriate form of election to purchase set forth on
the reverse side of the Rights Certificate surrendered for such exercise
shall have been properly completed and duly executed by the registered
holder thereof and the Company shall have been provided with such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request.

                Section 8.  Cancellation and Destruction of Rights Certificates.
                            ---------------------------------------------------
All Rights Certificates surrendered for
the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered
to the Company or any of its agents, be
delivered to the Rights Agent for
cancellation or in cancelled form, or, if
surrendered to the Rights Agent, shall be
cancelled by it, and no Rights Certificates
shall be issued in lieu thereof except as
expressly permitted by any of the provisions
of this Agreement.  The Company shall deliver
to the Rights Agent for cancellation and
retirement, and the Rights Agent shall so
cancel and retire, any other Rights
Certificate purchased or acquired by the
Company otherwise than upon the exercise
thereof.  The Rights Agent shall deliver all
cancelled Rights Certificates to the Company,
or shall, at the written request of the
Company, destroy such cancelled Rights
Certificates, and in such case shall deliver
a certificate of destruction thereof to the
Company.

                Section 9.   Reservation and Availability of Common Stock.
                             --------------------------------------------
The Company covenants and agrees that it
will cause to be reserved and kept available
out of its authorized and unissued shares of
Common Stock, or any authorized and issued
shares of Common Stock held in its treasury,
the number of shares of Common Stock that
will be sufficient to permit the exercise in
full of all outstanding Rights and, after the
occurrence of an event specified in
Sections 11 and 13, shall so reserve and keep
available a sufficient number of shares of
Common Stock (and/or other securities) which
may be required to permit the exercise in
full of the Rights pursuant to this
Agreement.

     So long as the shares of Common Stock
(and, after the occurrence of an event
specified in Sections 11 and 13, any other
securities) issuable upon the exercise of the
Rights may be listed on any national
securities exchange, the Company shall use
its best efforts to cause, from and after
such time as the Rights become exercisable,
all shares (or other securities) reserved for
such issuance to be listed on such exchange
upon official notice of issuance upon such
exercise.

     The Company covenants and agrees that it
will take all such action as may be necessary
to ensure that all shares of Common Stock
and/or other securities delivered upon
exercise of Rights shall, at the time of
delivery of the certificates for such shares
or other securities (subject to payment of
the Purchase Price), be duly and validly
authorized and issued and fully paid and
nonassessable shares or securities.

     The Company further covenants and agrees
that it will pay when due and payable any and
all federal and state transfer taxes and
charges which may be payable in respect of
the issuance or delivery of the Rights
Certificates or of any certificates for
shares of Common Stock and/or other
securities upon the exercise of Rights.  The
Company shall not, however, be required to
pay any transfer tax which may be payable in
respect of any transfer or delivery of Rights
Certificates to a Person other than, or in
respect of the issuance or delivery of the
shares of Common Stock and/or other
securities in a name other than that of, the
registered holder of the Rights Certificates
evidencing Rights surrendered for exercise or
to issue or deliver any certificates for
shares of Common Stock, and/or other
securities in a name other than that of the
registered holder upon the exercise of any
Rights until such tax shall have been paid
(any such tax being payable by the holder of
such Rights Certificate at the time of
surrender) or until it has been established
to the Company's satisfaction that no such
tax is due.

     The Company shall use its best efforts
to (i) file, as soon as practicable following
the Distribution Date, a registration
statement on an appropriate form under the
Securities Act of 1933, as amended (the
"Act"), with respect to the securities
purchasable upon exercise of the Rights,
(ii) cause such registration statement to
become effective as soon as practicable after
such filing, and (iii) cause such
registration statement to remain effective
(with a prospectus at all times meeting the
requirements of the Act and the rules and
regulations thereunder) until the expiration
of the Rights.  The Company will also take
such action as may be appropriate under the
blue sky laws of the various states.

              Section 10.    Common Stock Record Date.
                             ------------------------
Each person in whose name any certificate
for shares of Common Stock (or other
securities) is issued upon the exercise of
Rights shall for all purposes be deemed to
have become the holder of record of the
shares of Common Stock (or other securities)
represented thereby on, and such certificate
shall be dated, the date upon which the
Rights Certificate evidencing such Rights was
duly presented and payment of the Purchase
Price (and any applicable transfer taxes) was
made; provided, however, that if the date of
such presentation and payment is a date upon
which the Common Stock (or other securities)
transfer books of the Company are closed,
such Person shall be deemed to have become
the record holder of such shares on, and such
certificate shall be dated, the next
succeeding Business Day on which the Common
Stock (or other securities) transfer books of
the Company are open.  Prior to the exercise
of the Rights evidenced thereby, the holder
of a Rights Certificate, as such, shall not
be entitled to any rights of a stockholder of
the Company with respect to shares for which
the Rights shall be exercisable, including,
without limitation, the right to vote, to
receive dividends or other distributions or
to exercise any preemptive rights, and shall
not be entitled to receive any notice of any
proceedings of the Company, except as
provided herein.

               Section 11.    Adjustment of Purchase Price, Number and Kind
                              ---------------------------------------------
                              of Shares or Number of Rights.
                              -----------------------------
The Purchase Price, the number of shares
covered by each Right and the number of
Rights outstanding are subject to adjustment
from time to time as provided in this
Section 11.
          (a)  (i)  In the event the Company shall at any time after the date of
     this Agreement (A) declare a dividend on the Common Stock payable in
     shares of Common Stock, (B) subdivide the outstanding Common Stock,
     (C) combine the outstanding Common Stock into a smaller number of shares
     or (D) issue any shares of its capital stock in a reclassification of
     the Common Stock (including any such reclassification in connection with
     a consolidation or merger in which the Company is the continuing or
     surviving corporation) the Purchase Price in effect at the time of the
     record date for such dividend or of the effective date of such
     subdivision, combination or reclassification, and the number and kind of
     shares of capital stock issuable on such date, shall, except as
     otherwise provided in this Section 11(a) and in Section 7(e), be
     proportionately adjusted so that the holder of any Right exercised after
     such time shall be entitled to receive the aggregate number and kind of
     shares of capital stock and other securities which, if such Right had
     been exercised immediately prior to such date and at a time when the
     Common Stock transfer books of the Company were open, the holder would
     have owned upon such exercise and been entitled to receive by virtue of
     such dividend, subdivision, combination or reclassification.  If an
     event occurs which would require an adjustment under both Section
     11(a)(i) and Section 11(a)(ii), the adjustment provided for in this
     Section 11(a)(i) shall be in addition to, and shall be made prior to,
     any adjustment required pursuant to Section 11(a)(ii).

          (ii) Subject to Section 24(c) of this Agreement, in the event that any
     Person (other than the Company, any subsidiary of the Company, any
     employee benefit plan of the Company or any of its subsidiaries or any
     entity holding securities of the Company organized, appointed or
     established by the Company or any of its subsidiaries for or pursuant to
     the terms of any such plan), alone or together with its Affiliates and
     Associates, shall become an Acquiring Person (except pursuant to a
     tender or exchange offer for all outstanding shares of Common Stock at a
     price and on terms determined by at least a majority of the members of
     the Board of Directors who are not officers of the Company to be both
     adequate and otherwise in the best interests of the Company and its
     shareholders (other than the Person or an Affiliate or Associate thereof
     on whose behalf the offer is being made) (a "Permitted Offer")), then
     proper provision shall be made so that each holder of a Right, except as
     provided in Section 7(e) hereof, shall, for a period of 60 days after
     the later of the occurrence of any such event and the effective date of
     an appropriate registration statement pursuant to Section 9, have a
     right to receive, upon exercise thereof at the then current Purchase
     Price in accordance with the terms of this Agreement such number of
     shares of Common Stock of the Company as shall equal the result obtained
     by (x) multiplying the then current Purchase Price by the then number of
     shares of Common Stock for which a Right is then exercisable and
     (y) dividing that product by 50% of the current market price per one
     share of Common Stock (determined pursuant to Section 11(d)) on the date
     of the occurrence of the event set forth in this subparagraph (ii) (such
     number of shares being referred to as the "number of Adjustment
     Shares"); provided, however, that if the transaction that would
     otherwise give rise to the foregoing adjustment is also subject to the
     provisions of Section 13 hereof, then only the provisions of Section 13
     hereof shall apply and no adjustment shall be made pursuant to this
     section 11(a)(ii).

     (iii)     In the event that there shall not be sufficient treasury
     shares or authorized but unissued shares of Common Stock to permit the
     exercise in full of the Rights in accordance with the foregoing
     subparagraph (ii) and the Rights become so exercisable, notwithstanding
     any other provision of this Agreement, to the extent necessary and
     permitted by applicable law and any agreements in effect on the date
     hereof to which it is a party, each Right shall thereafter represent the
     right to receive, upon exercise thereof at the then current Purchase
     Price in accordance with the terms of this Agreement, a number of
     shares, or units of shares, of (x) Common Stock (up to the maximum
     number of shares of Common Stock which may permissibly be issued using
     the allocation procedure specified in the second sentence of Section
     11(k)) and (y) preferred stock (or other equity securities) of the
     Company equal in the aggregate to the number of Adjustment Shares where
     the Board of Directors of the Company shall have deemed such shares or
     units, other than the shares of Common Stock, to have at least the same
     economic value and voting rights as the Common Stock (a "common stock
     equivalent"); provided, however, if there are unavailable sufficient
     shares (or fractions of shares) of Common Stock and/or common stock
     equivalents, then the Company shall take all such action as may be
     necessary to authorize additional shares of Common Stock or common stock
     equivalents for issuance upon exercise of the Rights, including the
     calling of a meeting of shareholders; and provided, further, that the
     Company shall issue no common stock equivalent upon exercise of the
     Rights until the Company has first issued all authorized and unreserved
     shares of Common Stock; and provided, further, that if the Company is
     unable to cause sufficient shares of Common Stock and/or common stock
     equivalents to be available for issuance upon exercise in full of the
     Rights, then each Right shall thereafter represent the right to receive
     the Adjusted Number of Common Shares upon exercise at the Adjusted
     Purchase Price (as such terms are hereinafter defined).  As used herein,
     the term "Adjusted Number of Common Shares" shall be equal to that
     number of shares (or fractions of shares) of Common Stock (and/or shares
     or units of common stock equivalents) equal to the product of (x) the
     number of Adjustment Shares and (y) a fraction, the numerator of which
     is the number of shares of Common Stock (and/or shares or units of
     common stock equivalents) available for issuance upon exercise of the
     Rights and the denominator of which is the aggregate number of
     Adjustment Shares otherwise issuable upon exercise in full of all Rights
     (assuming there were sufficient shares of Common Stock available) (such
     fraction being referred to as the "Proration Factor").  The Adjusted
     Purchase Price shall mean the product of the Purchase Price and the
     Proration Factor.  The Board of Directors may, but shall not be required
     to, establish procedures to allocate the right to receive Common Stock
     and common stock equivalents upon exercise of the Rights among holders
     of Rights.

     (b)  If the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of Common Stock entitling them (for a
period expiring within 45 calendar days after such record date) to
subscribe for or purchase Common Stock (or shares having the same or
more favorable rights, privileges and preferences as the Common Stock
("equivalent common stock")) or securities convertible into Common Stock
or equivalent common stock at a price per share of Common Stock or per
share of equivalent common stock (or having a conversion price per
share, if a security convertible into Common Stock or equivalent common
stock) less than the current market price (as defined in Section 11(d))
per share of Common Stock on such record date, the Purchase Price to be
in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of shares of Common
Stock outstanding on such record date, plus the number of shares of
Common Stock which the aggregate offering price of the total number of
shares of Common Stock and/or equivalent common stock to be offered
(and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current market price
and the denominator of which shall be the number of shares of Common
Stock outstanding on such record date, plus the number of additional
shares of Common Stock and/or equivalent common stock to be offered for
subscription or purchase (or into which the convertible securities so to
be offered are initially convertible).  In case such subscription price
may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be determined
reasonably and with good faith to the holders of Rights by the Board of
Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights
Agent.  Shares of Common Stock owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such
computation.  Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights or warrants are
not so issued, the Purchase Price shall be adjusted to be the Purchase
Price which would then be in effect if such record date had not been
fixed.

     (c)  If the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which
the Company is the continuing corporation) of evidences of indebtedness,
cash (other than a regular quarterly cash dividend out of the earnings
or retained earnings of the Company), assets (other than a dividend
payable in Common Stock, but including any dividend payable in stock
other than Common Stock) or subscription rights or warrants (excluding
those referred to in Section 11(b)), the Purchase Price to be in effect
after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the current market price (as defined in
Section 11(d)) per share of Common Stock on such record date, less the
fair market value (as determined reasonably and with good faith to the
holders of Rights by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent) of the portion of the
cash, assets or evidences of indebtedness so to be distributed or of
such subscription rights or warrants distributable in respect of one
share of Common Stock and the denominator of which shall be the current
market price (as defined in Section 11(d)) per share of the Common
Stock.  Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is not so
made, the Purchase Price shall again be adjusted to be the Purchase
Price which would be in effect if such record date had not been fixed.

     (d)  For the purpose of any computation hereunder, other than in Section
11(a)(iii), the "current market price" per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices per
share of such Common Stock for the 30 consecutive Trading Days (as such
term is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current per share market price of
the Common Stock is determined during a period following the
announcement by the issuer of such Common Stock of (A) a dividend or
distribution on such Common Stock payable in shares of such Common Stock
or securities convertible into shares of such Common Stock or (B) any
subdivision, combination or reclassification of such Common Stock, and
prior to the expiration of 30 Trading Days after the ex-dividend date
for such dividend or distribution, or the record date for such
subdivision, combination or reclassification, then, and in each such
case, the "current market price" shall be properly adjusted to take into
account ex-dividend trading.  The closing price for each day shall be
the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares of
Common Stock are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the shares of Common Stock are
listed or admitted to trading or, if the shares of Common Stock are not
listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by the
Nasdaq National Market, the Nasdaq Stock Market or such other system
then in use, or, if on any such date the shares of Common Stock are not
quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market
in the Common Stock selected by the Board of Directors of the Company.
If on any such date no market maker is making a market in the Common
Stock, the fair value of such shares on such date as determined
reasonably and with good faith by the Board of Directors of the Company
shall be used and shall be binding on the Rights Agent.  The term
"Trading Day" shall mean a day on which the principal national
securities exchange on which the shares of Common Stock are listed or
admitted to trading is open for the transaction of business or, if the
shares of Common Stock are not listed or admitted to trading on any
national securities exchange, a Business Day.  If the Common Stock is
not publicly held or not so listed or traded, "current market price" per
share shall mean the fair value per share determined reasonably and with
good faith to the holders of Rights by the Board of Directors of the
Company, whose determination shall be described in a statement filed
with the Rights Agent and shall be binding on the Rights Agent.

     (e)  Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price;
provided, however, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations under this
Section 11 shall be made to the nearest cent or to the nearest
ten-thousandth of a share of Common Stock or other share, as the case
may be.  Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the
earlier of (i) one year from the date of the transaction which mandates
such adjustment or (ii) the Expiration Date.

     (f)  If as a result of any provision of Section 11(a), the holder of any
Right thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than Common Stock, thereafter the
number of such other shares so receivable upon exercise of any Right
shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect
to the shares contained in Section 11(a) through (c), inclusive, and the
provisions of Sections 7, 9, 10, 13 and 15 hereof with respect to the
Common Stock shall apply on like terms to any such other shares.

     (g)  All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of shares of
Common Stock purchasable from time to time hereunder upon exercise of
the Rights, all subject to further adjustment as provided herein.

     (h)  Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of
the calculations made in Section 11(b) and (c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that
number of shares of Common Stock (calculated to the nearest
ten-thousandth) obtained by (i) multiplying (x) the number of shares of
Common Stock covered by a Right immediately prior to this adjustment by
(y) the Purchase Price in effect immediately prior to such adjustment of
the Purchase Price and (ii) dividing the product so obtained by the
Purchase Price in effect immediately after such adjustment of the
Purchase Price.

     (i)  The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of shares of Common Stock purchasable upon the
exercise of a Right.  Each of the Rights outstanding after the
adjustment in the number of Rights shall be exercisable for the number
of shares of Common Stock for which a Right was exercisable immediately
prior to such adjustment.  Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase
Price by the Purchase Price in effect immediately after adjustment of
the Purchase Price.  The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for
the adjustment, and, if known at the time, the amount of the adjustment
to be made.  This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Rights Certificates
have been issued, shall be at least 10 days later than the date of the
public announcement.  If Rights Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to
holders of record of Rights Certificates on such record date Rights
Certificates evidencing, subject to Section 15 hereof, the additional
Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement
for the Rights Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new
Rights Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment.  Rights Certificates so to be
distributed shall be issued, executed and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names of the
holders of record of Rights Certificates on the record date specified in
the public announcement.

     (j)  Irrespective of any adjustment or change in the Purchase Price or
the number of shares of Common Stock issuable upon the exercise of the
Rights, the Rights Certificates theretofore and thereafter issued may
continue to express the Purchase Price per share and the number of
shares which were expressed in the initial Rights Certificates issued
hereunder.

     (k)  Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the shares of
Common Stock or other securities issuable upon exercise of the Rights,
the Company shall take any corporate action which, in the opinion of its
counsel, may be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock or
other securities at such adjusted Purchase Price.  If upon any exercise
of the Rights, a holder is to receive a combination of Common Stock and
common stock equivalents, a portion of the consideration paid upon such
exercise, equal to at least the then par value of a share of Common
Stock of the Company, shall be allocated as the payment for each share
of Common Stock of the Company so received.

     (l)  In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date
for a specified event, the Company may elect to defer until the
occurrence of such event the issuing to the holder of any Right
exercised after such record date the shares of Common Stock and other
capital stock or securities of the Company, if any, issuable upon such
exercise over and above the shares of Common Stock and other capital
stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due
bill or other appropriate instrument evidencing such holder's right to
receive such additional shares upon the occurrence of the event
requiring such adjustment.

     (m)  Anything to the contrary in this Section 11 notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price,
in addition to those adjustments expressly required by this Section 11,
as and to the extent that it in its sole discretion shall determine to
be advisable in order that any consolidation or subdivision of the
Common Stock, issuance wholly for cash of any shares of Common Stock at
less than the current market price, issuance wholly for cash of shares
of Common Stock or securities which by their terms are convertible into
or exchangeable for shares of Common Stock, stock dividends or issuance
of rights, options or warrants referred to hereinabove in this
Section 11, hereafter made by the Company to holders of its Common Stock
shall not be taxable to such stockholders.

     (n)  The exercise of Rights under Section 11(a)(ii) shall only result in
the loss of rights under Section 11(a)(ii) to the extent so exercised
and shall not otherwise affect the rights represented by the Rights
under this Rights Agreement, including the rights represented by Section 13.

               Section 12.   Certificate of Adjusted Purchase Price or
                             -----------------------------------------
                             Number of Shares.
                             ----------------
Whenever an adjustment is made as provided
in Sections 11 and 13 hereof, the Company
shall (a) promptly prepare a certificate
setting forth such adjustment and a brief
statement of the facts accounting for such
adjustment, (b) promptly file with the Rights
Agent and with each transfer agent for the
Common Stock a copy of such certificate and
(c) mail a brief summary thereof to each
holder of Rights in accordance with Section
26 hereof.  The Rights Agent shall be fully
protected in relying on any such certificate
and on any adjustment therein contained and
shall not be obligated or responsible for
calculating any adjustment nor shall it be
deemed to have knowledge of such adjustment
unless and until it shall have received such
certificate.

              Section 13.    Consolidation, Merger or Sale or Transfer
                             -----------------------------------------
                             of Assets or Earning Power.
                             --------------------------
     (a)  In the event that, following the Stock Acquisition Date, directly
or indirectly, (w) the Company shall consolidate with, or merge with and
into, any other Person, (x) any Person shall consolidate with the
Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger, (y) any subsidiary
bank of the Company shall consolidate with, or merge with and into any
other Person or any Person shall consolidate with, or merge with and
into, any subsidiary bank of the Company (other than, in the case of any
transaction described in (w), (x) or (y), a merger or consolidation
which would result in all of the Voting Power represented by the
securities of the Company or subsidiary bank outstanding immediately
prior thereto continuing to represent, directly or indirectly (either by
remaining outstanding or by being converted into securities of the
surviving entity), all of the Voting Power represented by the securities
of the Company, subsidiary bank or such surviving entity outstanding
immediately after such merger or consolidation and the holders of such
securities not having changed as a result of such merger or
consolidation), or (z) the Company shall sell, mortgage or otherwise
transfer (or one or more of its subsidiaries shall sell, mortgage or
otherwise transfer), in one or more transactions, assets or earnings
power aggregating more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole) to any other Person
(other than to the Company or any of its subsidiaries), then, and in
each such case, proper provision shall be made so that (i) following the
Distribution Date, each holder of a Right (other than as provided in
Section 7(e) hereof) shall have the right to receive, upon the exercise
thereof at the then current Purchase Price in accordance with the terms
of this Agreement, such number of shares of freely tradable Common Stock
of the Principal Party (as hereinafter defined), free and clear of
liens, rights of call or first refusal, encumbrances or other adverse
claims, as shall be equal to the result obtained by (1) multiplying the
then current Purchase Price by the number of shares of Common Stock for
which a Right is then exercisable and (2) dividing that product by 50%
of the current market price per share of the Common Stock of such
Principal Party (determined pursuant to Section 11(d) hereof) on the
date of consummation of such consolidation, merger, sale or transfer;
(ii) such Principal Party shall thereafter be liable for, and shall
assume, by virtue of such consolidation, merger, sale or transfer, all
the obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" shall thereafter be deemed to refer to such
Principal Party, it being specifically intended that the provisions of
Section 11 hereof shall apply to such Principal Party; and (iv) such
Principal Party shall take such steps (including, but not limited to,
the reservation of a sufficient number of shares of its Common Stock in
accordance with Section 9 hereof) in connection with such consummation
as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to
its shares of Common Stock thereafter deliverable upon the exercise of
the Rights.

     (b)  "Principal Party" shall mean:
          (i)  in the case of any transaction described in (w) or (x) of the
     first sentence of paragraph (a) of this Section 13, the Person that is the
     issuer of any securities into which shares of Common Stock of the
     Company are converted in such merger or consolidation, and if no
     securities are so issued, the Person that is the other party to the
     merger or consolidation;

          (ii) in the case of any transaction described in (y) of the first
     sentence of paragraph (a) of this Section 13, the surviving or resulting
     Person in such merger or consolidation; and

          (iii) in the case of any transaction described in (z) of the first
     sentence in paragraph (a) of this Section 13, the Person that is the
     party receiving the greatest portion of the assets or earning power
     transferred pursuant to such transaction or transactions;
     provided, however, that in any such case,
     (1) if the Common Stock of such Person is not
     at such time and has not been continuously
     over the preceding 12-month period registered
     under Section 12 of the Exchange Act, and
     such Person is a direct or indirect
     subsidiary or Affiliate of one or more other
     Persons, "Principal Party" shall refer to any
     such other Person the Common Stock of which
     is and has been so registered, unless the
     Common Stocks of two or more of such other
     Persons are and have been so registered, in
     which case "Principal Party" shall refer to
     whichever of such Persons is the issuer of
     the Common Stock having the greatest
     aggregate market value, (2) if the Common
     Stock of such Person is and has not been so
     registered and such Person is a direct or
     indirect subsidiary or Affiliate of one or
     more other Persons, the Common Stocks of none
     of which are and have been so registered,
     "Principal Party" shall refer to the senior
     such Person having outstanding Common Stock,
     and (3) in case such Person is owned,
     directly or indirectly, by a joint venture or
     partnership formed by two or more Persons
     that are not owned, directly or indirectly,
     by the same Person, the rules set forth in
     (1) and (2) above shall apply to each of the
     chains of ownership having an interest in
     such joint venture or partnership as if such
     party were a "Subsidiary" of both or all of
     such joint venturers or partners and the
     Principal Parties in each such chain shall
     bear the obligations set forth in this
     Section 13 in the same ratio as their direct
     or indirect interests in such Person bear to
     the total of such interests.

     (c)  The Company shall not consummate, nor will it permit any subsidiary
bank to consummate, any such consolidation, merger, sale or transfer
unless prior thereto the Company, the subsidiary bank, if appropriate,
and each Principal Party and each other Person who may become a
Principal Party as a result of such consolidation, merger, sale or
transfer shall have executed and delivered to the Rights Agent a
supplemental agreement providing for the terms set forth in
paragraphs (a) and (b) of this Section 13 and further providing that, as
soon as practicable after the date of any consolidation, merger, sale or
transfer of assets mentioned in paragraph (a) of this Section 13, the
Principal Party at its own expense will:

         (i)  prepare and file a registration statement under the Act with
     respect to the Rights and the securities purchasable upon exercise of
     the Rights on an appropriate form, will use its best efforts to cause
     such registration statement to become effective as soon as practicable
     after such filing and will use its best efforts to cause such
     registration statement to remain effective (with a prospectus at all
     times meeting the requirements of the Act) until the Expiration Date;

         (ii) use its best efforts to qualify or register the Rights and the
     securities purchasable upon exercise of the Rights under the blue sky
     laws of such jurisdictions as may be necessary or appropriate; and

         (iii) deliver to holders of the Rights historical financial
     statements for the Principal Party and each of its Affiliates which
     comply in all material respects with the requirements for registration
     on Form 10 under the Exchange Act.

     (d) The provisions of this Section 13 are intended to provide to the
holders of Rights a significant continuing equity interest in the
business of the Company following the consummation of any transaction of
the types described in paragraph (a) of this Section 13, and any attempt
by any Acquiring Person or Principal Party to avoid the provisions of
this Section 13 or to limit the impact thereof shall not be given any
effect.

     (e) The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.  The
Company will cause its subsidiary bank or banks to adhere to the terms
and provisions of this Agreement, to the extent applicable to such
subsidiary bank.  The rights under this Section 13 shall be in addition
to the rights to exercise Rights and adjustments under Section 11(a)(ii)
and shall survive any exercise thereunder.

     (f)  Notwithstanding anything in this Agreement to the contrary, Section
13 shall not be applicable to a transaction described in subparagraphs
(w), (x) and (y) of Section 13(a) if (i) such transaction is consummated
with a Person or Persons who acquired shares of Common Stock pursuant to
a Permitted Offer (or a wholly owned subsidiary of any such Person or
Persons), (ii) the price per share of Common Stock offered in such
transaction is not less than the price per share of Common Stock paid to
all holders of Common Stock whose shares were purchased pursuant to such
Permitted Offer and (iii) the form of consideration being offered to the
remaining holders of Common Stock pursuant to such transaction is the
same as the form of consideration paid pursuant to such Permitted Offer.
Upon consummation of any such transaction contemplated by this
subsection (f), all Rights hereunder shall expire.

               Section 14.    Additional Covenants.
                              --------------------
(a)  After the Stock Acquisition Date, the Company covenants and agrees
that it shall not (i) consolidate with, (ii) merge with or into, or
(iii) sell or transfer to, in one or more transactions, assets or
earning power aggregating more than 50% of the assets or earning power
of the Company and its subsidiaries taken as a whole, any other Person
if at the time of or after such consolidation, merger or sale there are
any charter or by-law provisions or any rights, warrants or other
instruments outstanding or any other action taken which would diminish
or otherwise eliminate the benefits intended to be afforded by the
Rights.  The Company shall not consummate any such consolidation, merger
or sale unless prior thereto the Company and such other Person shall
have executed and delivered to the Rights Agent a supplemental agreement
evidencing compliance with this subsection.

     (b)  The Company covenants and agrees that, after the Stock Acquisition
Date, it will not, except as permitted by Section 24 hereof, take any
action the purpose or effect of which is to diminish or otherwise
eliminate the benefits intended to be afforded by the Rights.

              Section 15.    Fractional Rights and Fractional Shares.
                             ---------------------------------------
    (a) The Company shall not be required to issue fractions of Rights or
to distribute Rights Certificates which evidence fractional Rights.  In
lieu of such fractional Rights, there shall be paid to the registered
holders of the Rights Certificates with regard to which such fractional
Rights would otherwise be issuable, an amount in cash equal to the same
fraction of the current market value of a whole Right.  For the purposes
of this Section 15(a), the current market value of a whole Right shall
be the closing price per Right of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have
been otherwise issuable.  The closing price of the Rights for any day
shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the
Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the Rights are listed or admitted
to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the Nasdaq National Market, the
Nasdaq Stock Market or such other system then in use or, if on any such
date the Rights are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market
maker making a market in the Rights selected by the Board of Directors
of the Company.  If on any such date no such market maker is making a
market in the Rights, the fair value of the Rights on such date as
determined reasonably and with good faith to the holders of Rights by
the Board of Directors of the Company shall be used and shall be binding
on the Rights Agent.

     (b)  The Company shall not be required to issue fractions of shares of
Common Stock upon exercise of the Rights or to distribute certificates
which evidence fractional shares of Common Stock.  In lieu of fractional
shares of Common Stock the Company may pay to the registered holders of
Right Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current
market value of shares of Common Stock.  For purposes of this
Section 15(b), the current market value of one share of Common Stock
shall be the closing price of a share of Common Stock (as determined
pursuant to Section 11(d) hereof) for the Trading Day immediately prior
to the date of such exercise.

     (c)  Following the occurrence of one of the transactions or events
specified in Section 11 or Section 13 giving rise to the right to
receive common stock equivalents (other than Common Stock) or other
securities upon the exercise of a Right, the Company shall not be
required to issue fractions of shares or units of such common stock
equivalents or other securities upon exercise of the Rights or to
distribute certificates which evidence fractional shares of such common
stock equivalents or other securities.  In lieu of fractional shares or
units of such common stock equivalents or other securities, the Company
may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of a share or unit of such
common stock equivalent or other securities.  For purposes of this
Section 15(c), the current market value shall be determined in the
manner set forth in Section 11(d) hereof for the Trading Day immediately
prior to the date of such exercise and, if such common stock equivalent
is not traded, each such common stock equivalent shall have the value of
one share of Common Stock.

     (d)  Except as otherwise expressly provided herein, the holder of a
Right by the acceptance of the Rights expressly waives his right to
receive any fractional Rights or any fractional shares upon exercise of
a Right.

              Section 16.    Rights of Action.
                             ----------------
All rights of action in respect of this
Agreement are vested in the respective
registered holders of the Rights Certificates
(and, prior to the Distribution Date, the
registered holders of the Common Stock); and
any registered holder of any Rights
Certificate (or, prior to the Distribution
Date, of the Common Stock), without the
consent of the Rights Agent or of the holder
of any other Rights Certificate (or, prior to
the Distribution Date, of the Common Stock),
may, in his own behalf and for his own
benefit, enforce, and may institute and
maintain any suit, action or proceeding
against the Company to enforce, or otherwise
act in respect of, his right to exercise the
Rights evidenced by such Rights Certificate
in the manner provided in such Rights
Certificate and in this Agreement.  Without
limiting the foregoing or any remedies
available to the holders of Rights, it is
specifically acknowledged that the holders of
Rights would not have an adequate remedy at
law for any breach of this Agreement and
shall be entitled to specific performance of
the obligations hereunder and injunctive
relief against actual or threatened
violations of the obligations hereunder of
any Person subject to this Agreement.
Holders of Rights shall be entitled to
recover the reasonable costs and expenses,
including attorneys' fees, incurred by them
in any action to enforce the provisions of
this Agreement.

               Section 17.    Agreement of Rights Holders.
                              ---------------------------
Every holder of a Right by accepting the
same consents and agrees with the Company and
the Rights Agent and with every other holder
of a Right that:

    (a)  prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of Common Stock;

     (b)  after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if
surrendered at the principal office of the Rights Agent, duly endorsed
or accompanied by a proper instrument of transfer; and

     (c)  the Company and the Rights Agent may deem and treat the Person in
whose name a Rights Certificate (or, prior to the Distribution Date, the
associated Common Stock certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Rights Certificates or the
associated Common Stock certificate made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall be affected by any notice to the
contrary.

     (d)  Notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights Agent shall have any liability to any holder
of a Right or other Person as a result of its inability to perform any
of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court
or by a governmental, regulatory or administrative agency or commission,
or any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority prohibiting or otherwise
restraining performance of the obligation; provided, however, the
Company must use its reasonable best efforts to have any order, decree
or ruling lifted or otherwise overturned.

              Section 18.   Rights Certificate Holder Not Deemed a Stockholder.
                            --------------------------------------------------
No holder, as such, of any Rights
Certificate shall be entitled to vote,
receive dividends or be deemed for any
purpose the holder of the shares of Common
Stock or any other securities of the Company
which may at any time be issuable on the
exercise of the Rights represented thereby,
nor shall anything contained herein or in any
Rights Certificate be construed to confer
upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of
the Company or any right to vote for the
election of directors or upon any matter
submitted to stockholders at any meeting
thereof, or to give or withhold consent to
any corporate action, or to receive notice of
meetings or other actions affecting
stockholders (except as provided in Section
25 hereof), or to receive dividends or
subscription rights, or otherwise, until the
Right or Rights evidenced by such Rights
Certificate shall have been exercised in
accordance with the provisions thereof.

               Section 19.    Concerning the Rights Agent.
                              ---------------------------
The Company agrees to pay to the Rights
Agent reasonable compensation for all
services rendered by it hereunder and, from
time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and
disbursements and other disbursements
incurred in the administration and execution
of this Agreement and the exercise and
performance of its duties hereunder.  The
Company also agrees to indemnify the Rights
Agent for, and to hold it harmless against,
any loss, liability, or expense, incurred
without negligence, bad faith or willful
misconduct on the part of the Rights Agent,
for anything done or omitted by the Rights
Agent in connection with the acceptance and
administration of this Agreement, including
the costs and expenses of defending against
any claim of liability arising therefrom,
directly or indirectly.  The costs and
expenses of enforcing this right of
indemnification shall also be paid by the
Company.  The indemnification provided for
hereunder shall survive the expiration of the
Rights and termination of this Agreement.

     The Rights Agent may conclusively rely
upon and shall be protected and shall incur
no liability for or in respect of any action
taken, suffered or omitted by it in
connection with its administration of this
Agreement in reliance upon any Rights
Certificate or certificate for Common Stock
or for other securities of the Company,
instrument of assignment or transfer, power
of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate,
statement, or other paper or document
believed by it to be genuine and to be
signed, executed and, where necessary,
verified or acknowledged, by the proper
Person or Persons.

     Notwithstanding anything in this
Agreement to the contrary, in no event shall
the Rights Agent be liable for special,
indirect or consequential loss or damage of
any kind whatsoever (including but not
limited to lost profits), even if the Rights
Agent has been advised of the likelihood of
such loss or damage and regardless of the
form of the action.

      Section 20.    Merger or Consolidation or Change of Name of Rights Agent.
                     ---------------------------------------------------------
Any corporation into which the Rights
Agent or any successor Rights Agent may be
merged or with which it may be consolidated,
or any corporation resulting from any merger
or consolidation to which the Rights Agent or
any successor Rights Agent shall be a party,
or any corporation succeeding to the
corporate trust business of the Rights Agent
or any successor Rights Agent, shall be the
successor to the Rights Agent under this
Agreement without the execution or filing of
any paper or any further act on the part of
any of the parties hereto, provided that such
corporation would be eligible for appointment
as a successor Rights Agent under the
provisions of Section 22 hereof.  In case at
the time such successor Rights Agent shall
succeed to the agency created by this
Agreement, any of the Rights Certificates
shall have been countersigned but not
delivered, any such successor Rights Agent
may adopt the countersignature of the
predecessor Rights Agent and deliver such
Rights Certificates so countersigned; and in
case at that time any of the Rights
Certificates shall not have been
countersigned, any successor Rights Agent may
countersign such Rights Certificates either
in the name of the predecessor or in the name
of the successor Rights Agent; and in all
such cases such Rights Certificates shall
have the full force provided in the Rights
Certificates in this Agreement.

     In case at any time the name of the
Rights Agent shall be changed and at such
time any of the Rights Certificates shall
have been countersigned but not delivered,
the Rights Agent may adopt the
countersignature under its prior name and
deliver Rights Certificates so countersigned;
and in case at that time any of the Rights
Certificates shall not have been
countersigned, the Rights Agent may
countersign such Rights Certificates either
in its prior name or in its changed name; and
in all such cases such Rights Certificates
shall have the full force provided in the
Rights Certificates and in this Agreement.

              Section 21.   Duties of Rights Agent.
                            ----------------------
The Rights Agent undertakes the duties and
obligations imposed by this Agreement upon
the following terms and conditions, and no
implied duties or obligations shall be read
into this Agreement against the Rights Agent,
by all of which the Company and the holders
of Rights Certificates, by their acceptance
thereof, shall be bound:

     (a)  Before the Rights Agent acts or refrains from acting, the Rights
Agent may consult with legal counsel selected by it (who may be legal
counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion.

     (b)  Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring
Person) be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed
by the Chairman of the Board, any Vice Chairman of the Board, any
President, any Vice President, the Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of the Company and delivered to
the Rights Agent; and such certificate shall be full authorization to
the Rights Agent for any action taken or suffered in good faith by it
under the provisions of this Agreement in reliance upon such
certificate.

     (c)  The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

     (d)  The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the
Rights Certificates (except as to the fact that it has countersigned the
Rights Certificates) or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the
Company only.

     (e)  The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or
in any Rights Certificate; nor shall it be responsible for any
adjustment required under the provisions of Section 11 or 13 hereof or
responsible for the manner, method or amount of any such adjustment or
the ascertaining of the existence of facts that would require any such
adjustment (except with respect to the exercise of Rights evidenced by
Rights Certificates after actual notice of any such adjustment); nor
shall it be responsible for any determination by the Board of Directors
of the Company of the current market value of the Rights or Common Stock
pursuant to the provisions of Section 15 hereof; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock or other
securities to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock or other
securities will, when so issued, be validly authorized and issued, fully
paid and nonassessable.

     (f)  The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.

     (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder and
certificates delivered pursuant to any provision hereof from the
Chairman of the Board, any Vice Chairman of the Board, any President,
any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Company, and is authorized
to apply to such officers for advice or instructions in connection with
its duties, and it shall not be liable for any action taken or suffered
to be taken by it in good faith in accordance with instruction of any
such officer or for any delay in acting while waiting for those
instructions.  Any application by the Rights Agent for written
instructions from the Company may, at the option of the Rights Agent,
set forth in writing any action proposed to be taken or omitted by the
Rights Agent under this Agreement and the date on or after which such
action shall be taken or such omission shall be effective.  The Rights
Agent shall not be liable for any action taken by, or omission of, the
Rights Agent in accordance with a proposal included in any such
application on or after the date specified in such application (which
date shall not be less than ten Business Days after the date any officer
of the Company actually receives such application, unless any such
officer shall have consented in writing to an earlier date) unless,
prior to taking any such action (or the effective date in the case of an
omission), the Rights Agent shall have received written instructions in
response to such application subject to the proposed action or omission
and/or specifying the action to take, taken or omitted.

      (h)  The Rights Agent and any stockholder, director, officer or employee
of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though
it were not Rights Agent under this Agreement.  Nothing herein shall
preclude the Rights Agent from acting in any other capacity for the
Company or for any other legal entity.

     (i)  The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not
be answerable or accountable for any act, omission, default, neglect or
misconduct of any such attorneys or agents or for any loss to the
Company or to the holders of the Rights resulting from any such act,
omission, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.

     (j)  No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of
its rights if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.

     (k)  If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the
form of assignment or form of election to purchase, as the case may be,
has either not been completed or indicates an affirmative response to
clause 1 and/or 2 thereof, the Rights Agent shall not take any further
action with respect to such requested exercise of transfer without first
consulting with the Company.

     (l)  The Rights Agent shall not be required to take notice or be deemed
to have any notice of any fact, event or determination (including,
without limitation, any dates or events defined in this Agreement or the
designation of any Person as an Acquiring Person, Affiliate or
Associate) under this Agreement unless and until the Rights Agent shall
be specifically notified in writing by the Company of such fact, event
or determination.
              Section 22.   Change of Rights Agent.
                            ----------------------
The Rights Agent or any successor Rights
Agent may resign and be discharged from its
duties under this Agreement upon 30 days'
notice in writing mailed to the Company and
to each transfer agent of the Common Stock by
registered or certified mail, and, upon
appointment of any successor Rights Agent, at
the expense of the Company, to holders of the
Rights by the United States mail or other
form of notice, including, but not limited
to, electronic mail, posting on the Company's
website or inclusion in any report or notice
filed by the Company under the Exchange Act.
The Company may remove the Rights Agent or
any successor Rights Agent upon 30 days'
notice in writing, mailed to the Rights Agent
or successor Rights Agent, as the case may
be, and to each transfer agent of the Common
Stock by registered or certified mail, and,
upon appointment of any Successor Rights
Agent, to the holders of the Rights by the
United States mail or other form of notice,
including, but not limited to, electronic
mail, posting on the Company's website or
inclusion in any report or notice filed by
the Company under the Exchange Act.  If the
Rights Agent shall resign or be removed or
shall otherwise become incapable of acting,
the Company shall appoint a successor to the
Rights Agent.  If the Company shall fail to
make such appointment within a period of 30
days after giving notice of such removal or
after it has been notified in writing of such
resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder
of a Right (who shall, with such notice,
submit his Rights Certificate (if any) for
inspection by the Company), then the
registered holder of any Rights may apply to
any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any
successor Rights Agent, whether appointed by
the Company or by such a court, shall be
(a) a corporation organized and doing
business under the laws of the United States
or of any state of the United States so long
as such corporation is authorized to do
business as a banking institution in such
state, in good standing, which is authorized
under such laws to exercise corporate trust
powers and is subject to supervision or
examination by federal or state authority and
which has at the time of its appointment as
Rights Agent a combined capital and surplus
of at least $50,000,000 or (b) an affiliate
of a corporation described in clause (a) of
this sentence.  After appointment, the
successor Rights Agent shall be vested with
the same powers, rights, duties and
responsibilities as if it had been originally
named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights
Agent any property at the time held by it
hereunder, and execute and deliver any
further assurance, conveyance, act or deed
necessary for the purpose.  Not later than
the effective date of any such appointment
the Company shall file notice thereof in
writing with the predecessor Rights Agent and
each transfer agent of the Common Stock, and
mail a notice thereof in writing to the
registered holders of the Rights.  Failure to
give any notice provided for in this Section
22, however, or any defect therein, shall not
affect the legality or validity of the
resignation or removal of the Rights Agent or
the appointment of the successor Rights
Agent, as the case may be.

              Section 23.   Issuance of New Rights Certificates.
                            -----------------------------------
Notwithstanding any of the provisions of
this Agreement or of the Rights to the
contrary, the Company may, at its option,
issue new Rights Certificates evidencing
Rights in such form as may be approved by its
Board of Directors to reflect any adjustment
or change in the Purchase Price per share and
the number or kind or class of shares or
other securities or property purchasable
under the Rights Certificates made in
accordance with the provisions of this
Agreement.  In addition, in connection with
the issuance or sale of shares of Common
Stock following the Distribution Date and
prior to the redemption or expiration of the
Rights, the Company (a) shall, with respect
to shares of Common Stock so issued or sold
pursuant to the exercise of stock options or
otherwise under any employee plan or
arrangement, which plan or arrangement is
existing as of the Distribution Date, or upon
the exercise, conversion or exchange of any
other securities issued by the Company on or
prior to the Distribution Date, and (b) may,
in any other case, if deemed necessary or
appropriate by the Board of Directors of the
Company, issue Rights Certificates
representing the appropriate number of Rights
in connection with such issuance or sale;
provided, however, that (i) no such Rights
Certificates shall be issued if, and to the
extent that, the Company shall be advised by
counsel that such issuance would create a
significant risk of material adverse tax
consequences to the Company or the Person to
whom such Rights Certificates would be
issued, and (ii) no such Rights Certificates
shall be issued if, and to the extent that
appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

                Section 24.   Redemption, Termination and Exchange.
                              ------------------------------------
        (a) (i)   The Board of Directors of the Company may, at its option, at
     any time prior to the earlier of (x) the time that any person becomes an
     Acquiring Person without the prior consent of the Company or (y) 5:00
     P.M., San Francisco, California time, on the Final Expiration Date,
     redeem all but not less than all of the then outstanding Rights at a
     redemption price of $.001 per Right, appropriately adjusted to reflect
     any stock split, stock dividend or similar transaction occurring after
     the date hereof (such redemption price being hereinafter referred to as
     the "Redemption Price").

            (ii) In addition, and notwithstanding
     the provisions of Section 24(a)(i), the Board
     of Directors of the Company may redeem all
     but not less than all of the then outstanding
     Rights at the Redemption Price following the
     occurrence of a Stock Acquisition Date but
     prior to any event described in Section
     13(a), either (x) following the occurrence of
     an event set forth in, and the expiration of
     any period during which the holder of Rights
     may exercise the rights under, Section
     11(a)(ii) if and for as long as the Acquiring
     Person is not thereafter the Beneficial Owner
     of securities representing 10% or more of the
     outstanding shares of the Voting Power, and
     at the time of redemption there are no other
     persons who are Acquiring Persons or (y) in
     connection with any event specified in
     Section 13(a) not involving an Acquiring
     Person or an Affiliate or Associate of an
     Acquiring Person or any other Person in which
     such Acquiring Person, Affiliate or Associate
     has any interest, or any other Person acting
     directly or indirectly on behalf of or in
     association with any such Acquiring Person,
     Affiliate or Associate.

    (b)  In the case of a redemption permitted under Section 24(a)(i),
immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights and without any further action and
without any notice, the right to exercise the Rights will terminate and
the only right thereafter of the holders of Rights shall be to receive
the Redemption Price.  In the case of a redemption permitted only under
Section 24(a)(ii), the right to exercise the Rights will terminate and
represent only the right to receive the Redemption Price only after the
giving of notice of such redemption to the holder of such Rights if no
event set forth in Section 11(a)(ii) shall have occurred, upon the later
of ten Business Days following the giving of such notice or the
expiration of any period during which the rights under Section 11(a)(ii)
may be exercised.  After the action of the Board of Directors ordering
any such redemption of the Rights, the Company shall promptly give
notice of such redemption to the Rights Agent and the holders of the
then outstanding Rights by mailing such notice to the Rights Agent and
to all such holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the Transfer Agent for the Common Stock.  Any
notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice.  Each such notice
of redemption will state the method by which the payment of the
Redemption Price will be made.

       In the case of a redemption permitted
under Section 24(a)(i) or (ii), the Company
may, at its option, discharge all of its
obligations with respect to the Rights by (i)
issuing a press release announcing the manner
of redemption of the Rights and (ii) mailing
payment of the Redemption Price to the
registered holders of the Rights at their
last addresses as they appear on the registry
books of the Rights Agent, or, prior to the
Distribution Date, on the registry books of
the Transfer Agent of the Common Stock, and
upon such action, all outstanding Rights
Certificates shall be null and void without
any further action by the Company.

          (c) (i) Subject to the limitations of applicable law,
      the Board of Directors of the Company may, at
      its option, at any time after any Person
      becomes an Acquiring Person, exchange all or
      part of the then outstanding and exercisable
      Rights (which shall not include Rights that
      have become void pursuant to the provisions
      of Section 7(e) hereof) for (A) shares of
      Common Stock at an exchange ratio of one
      share of Common Stock per Right,
      appropriately adjusted to reflect any stock
      split, stock dividend or similar transaction
      occurring after the date hereof (the
      "Exchange Shares") or (B) Substitute
      Consideration (as that term is defined
      below).  The Board of Directors may
      determine, in its sole discretion, whether to
      deliver Exchange Shares or Substitute
      Consideration.  Notwithstanding the
      foregoing, the Board of Directors shall not
      be empowered to effect such exchange at any
      time after any Person (other than the
      Company, any subsidiary of the Company, any
      employee benefit plan of the Company or any
      such subsidiary, or any entity holding Common
      Stock for or pursuant to the terms of any
      such plan), together with all Affiliates and
      Associates of such Person, becomes the
      Beneficial Owner of 50% or more of the Common
      Stock then outstanding.

         (ii) In the event the Board of Directors
     shall determine to deliver Substitute
     Consideration in exchange for Rights, the
     Company shall (1) determine the value of the
     Exchange Shares (the "Exchange Value"), and
     (2) with respect to each Right to be
     exchanged, make adequate provision to
     substitute for Exchange Shares the following
     (the "Substitute Consideration"): (v) cash,
     (w) Common Stock or common stock equivalents
     (as that term is defined in Section
     11(a)(iii) hereof), (x) debt securities of
     the Company, (y) other assets, or (z) any
     combination of the foregoing, having an
     aggregate value equal to the Exchange Value,
     where such aggregate value has been
     determined by the Board of Directors of the
     Company based upon the advice of a nationally
     recognized investment banking firm selected
     by the Board of Directors of the Company.
     For purposes of this Section 24(c), the value
     of a share of Common Stock shall be the
     current market price (as determined pursuant
     to Section 11(d) hereof) per share of Common
     Stock on the day that is the later of (x) the
     first occurrence of an event described in
     Section 11(a)(ii) hereof and (y) the date on
     which the Company's right of redemption
     pursuant to Section 24(a) expires; and the
     value of any common stock equivalent shall be
     deemed to have the same value as the Common
     Stock on such date.

         (iii)  Immediately upon the action of
     the Board of Directors of the Company
     ordering the exchange of any Rights pursuant
     to this Section 24(c), and without any
     further action and without any notice, the
     right to exercise such Rights shall terminate
     and the only right thereafter of a holder of
     such Rights shall be to receive Exchange
     Shares or Substitute Consideration for each
     Right exchanged by such holder.  The Company
     shall promptly give public notice of any such
     exchange; provided, however, that the failure
     to give, or any defect in, such notice shall
     not affect the validity of such exchange.
     The Company promptly shall mail a notice of
     any such exchange to all of the holders of
     such Rights at their last addresses as they
     appear upon the registry books of the Rights
     Agent.  Any notice which is mailed in the
     manner herein provided shall be deemed given,
     whether or not the holder receives the
     notice.  Each such notice of exchange will
     state the method by which the exchange of
     Common Stock for Rights will be effected and,
     in the event of any partial exchange, the
     number of Rights which will be exchanged.
     Any partial exchange shall be effected pro
     rata based on the number of Rights (other
     than Rights which have become void pursuant
     to the provisions of Section 7(e) hereof)
     held by each holder of Rights.

        (iv) In the event that there shall not
     be sufficient shares of Common Stock issued
     but not outstanding or authorized but
     unissued to permit any exchange of Rights as
     contemplated in accordance with this
     Section 24(c), the Company shall take all
     such action as may be necessary to authorize
     additional shares of Common Stock for
     issuance upon exchange of the Rights.

        (v)  The Company shall not be required
     to issue fractions of shares of Common Stock
     or to distribute certificates which evidence
     fractional shares of Common Stock.  In lieu
     of such fractional shares of Common Stock,
     the Company shall pay to the registered
     holders of the Rights Certificates with
     regard to which such fractional shares of
     Common Stock would otherwise be issuable an
     amount in cash equal to the same fraction of
     the current market value of a whole share of
     Common Stock.  For the purposes of this
     Section 24(c)(v), the current market value of
     a whole share of Common Stock shall be the
     closing price of a share of  Common Stock (as
     determined pursuant to Section 11(d) hereof)
     for the Trading Day immediately prior to the
     date of exchange pursuant to this
     Section 24(c).

               Section 25.   Notice of Certain Events.
                             ------------------------
In case the Company shall propose (a) to
pay any dividend payable in stock of any
class to the holders of Common Stock or to
make any other distribution to the holders of
Common Stock (other than a regular quarterly
cash dividend out of earnings or retained
earnings of the Company) or (b) to offer to
the holders of Common Stock rights or
warrants to subscribe for or to purchase any
additional shares of Common Stock or shares
of stock of any class or any other
securities, rights or options, or (c) to
effect any reclassification of its Common
Stock (other than a reclassification
involving only the subdivision of outstanding
shares of Common Stock), or (d) to effect any
consolidation or merger into or with, or to
effect any sale or other transfer (or to
permit one or more of its subsidiaries to
effect any sale or other transfer), in one or
more transactions, of more than 50% of the
assets or earning power of the Company and
its subsidiaries (taken as a whole) to, any
other Person, or (e) to effect the
liquidation, dissolution or winding up of the
Company, then, in each such case, the Company
shall give to each holder of a Rights
Certificate, in accordance with Section 26
hereof, a notice of such proposed action,
which shall specify the record date for the
purposes of such stock dividend, distribution
of rights or warrants, or the date on which
such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or
winding up is to take place and the date of
participation therein by the holders of the
shares of Common Stock, if any such date is
to be fixed, and such notice shall be so
given in the case of any action covered by
clause (a) or (b) above at least 20 days
prior to the record date for determining
holders of the shares of Common Stock for
purposes of such action, and in the case of
any such other action, at least 20 days prior
to the date of the taking of such proposed
action or the date of participation therein
by the holders of the shares of Common Stock
whichever shall be the earlier.

     In case any of the events set forth in
Section 11(a)(ii) or 13(a) of this Agreement
shall occur, then, in any such case, the
Company or the Principal Party, as the case
may be, shall as soon as practicable
thereafter give to each holder of a Rights
Certificate, in accordance with Section 26
hereof, a notice of the occurrence of such
event, which shall specify the event and the
consequences of the event to holders of
Rights under Section 11(a)(ii) or 13(a)
hereof, as the case may be.

     The failure to give notice required by
this Section 25 or any defect therein shall
not affect the legality or validity of the
action taken by the Company or the vote upon
any such action.

               Section 26.    Notices.
                              -------
Notices or demands authorized by this
Agreement to be given or made by the Rights
Agent or by the holder of any Rights
Certificate to or on the Company shall be
sufficiently given or made if sent by
first-class mail, postage prepaid, addressed
until another address is filed in writing
with the Rights Agent) as follows:
               Westamerica Bancorporation
               1108 Fifth Avenue
               San Rafael, California 94901
               Attention:  David L. Payne
               Chairman of the Board,
               President and Chief Executive
               Officer

Subject to the provisions of Section 22, any
notice or demand authorized by this Agreement
to be given or made by the Company or by the
holder of any Rights Certificate to or on the
Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage
prepaid, addressed (until another address is
filed in writing with the Company) as
follows:

               Harris Trust and Savings Bank
               601 S. Figueroa Street
               Los Angeles, California 90017
               Attention:  John Castellanos
                           Assistant Vice President

Subject to the provisions of Section 22,
notices or demands authorized by this
Agreement to be given or made by the Company
or the Rights Agent to the holder of any
Rights Certificate shall be sufficiently
given or made if sent by first-class mail,
postage prepaid, addressed to such holder at
the address of such holder as shown on the
registry books of the Company.

              Section 27.   Supplements and Amendments.
                            --------------------------
The Company and the Rights Agent may from
time to time supplement or amend this
Agreement without approval of any holders of
Right Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any
provision contained herein which may be
defective or inconsistent with any other
provisions herein, (iii) prior to the
Distribution Date, to change or supplement
the provisions hereunder which the Company
may deem necessary or desirable or
(iv) following the Distribution Date, to
change or supplement the provisions hereunder
in any manner which the Company may deem
necessary or desirable and which shall not
adversely affect the interests of the holders
of Rights Certificates.  Upon the delivery of
a certificate from an appropriate officer of
the Company which states that the proposed
supplement or amendment is in compliance with
the terms of this Section 27, the Rights
Agent shall execute such supplement or
amendment, at the expense of the Company,
unless the Rights Agent shall have determined
in good faith that such supplement or
amendment would adversely affect its
interests under this Agreement.  Prior to the
Distribution Date, the interests of the
holders of Rights shall be deemed coincident
with the interests of the holders of Common
Stock.  Notwithstanding anything in this
Agreement to the contrary, no supplement or
amendment that changes the rights and duties
of the Rights Agent under this Agreement will
be effective against the Rights Agent without
the execution of such supplement or amendment
by the Rights Agent.

       Section 28.   Determination and Actions by the Board of Directors, etc.
                     ---------------------------------------------------------
For all purposes of this Agreement, any
calculation of the number of shares of Common
Stock outstanding at any particular time,
including for purposes of determining the
particular percentage of such outstanding
shares of Common Stock or any other
securities of which any Person is the
Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i)
of the General Rules and Regulations under
the Exchange Act as in effect on the date of
this Agreement.  The Board of Directors of
the Company shall have the exclusive power
and authority to administer this Agreement
and to exercise all rights and powers
specifically granted to the Board of
Directors, or the Company, or as may be
necessary or advisable in the administration
of this Agreement, including, without
limitation, the right and power to (i)
interpret the provisions of this Agreement,
and (ii) make all determinations deemed
necessary or advisable for the administration
of this Agreement (including a determination
to redeem or not redeem the Rights or to
amend this Agreement).  All such actions,
calculations, interpretations and
determinations (including, for purposes of
clause (y) below, all omissions with respect
to the foregoing) which are done or made by
the Board in good faith, shall (x) be final,
conclusive and binding on the Company, the
Rights Agent, the holders of the Rights
Certificates and all other parties, and (y)
not subject the Board to any liability to the
holders of the Rights Certificates.

               Section 29.    Successors.
                              -----------
All the covenants and provisions of this
Agreement by or for the benefit of the
Company or the Rights Agent shall bind and
inure to the benefit of their respective
successors and assigns hereunder.

              Section 30.   Benefits of this Agreement.
                            --------------------------
Nothing in this Agreement shall be
construed to give to any person or
corporation other than the Company, the
Rights Agent and the registered holders of
the Rights Certificates (and, prior to the
Distribution Date, the Common Stock) any
legal or equitable right, remedy or claim
under this Agreement; but this Agreement
shall be for the sole and exclusive benefit
of the Company, the Rights Agent and the
registered holders of the Rights Certificates
(and, prior to the Distribution Date, the
Common Stock).

               Section 31.    Severability.
                              ------------
If any term, provision, covenant or
restriction of this Agreement is held by a
court of competent jurisdiction or other
authority to be invalid, void or
unenforceable, the remainder of the terms,
provisions, covenants and restrictions of
this Agreement shall remain in full force and
effect and shall in no way be affected,
impaired or invalidated.

               Section 32.    Governing Law.
                              -------------
This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed
to be a contract made under the laws of the
State of California and for all purposes
shall be governed by and construed in
accordance with the laws of such State
applicable to contracts to be made and to be
performed entirely within such State.

                Section 33.    Counterparts.
                               ------------
This Agreement may be executed in any
number of counterparts and each of such
counterparts shall for all purposes be deemed
to be an original, and all such counterparts
shall together constitute but one and the
same instrument.

               Section 34.    Descriptive Headings.
                              --------------------
Descriptive headings of the several
Sections of this Agreement are inserted for
convenience only and shall not control or
affect the meaning or construction of any of
the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly
executed and their respective corporate seals
to be hereunto affixed and attested, all as
of the day and year first above written.

Attest:                        WESTAMERICA BANCORPORATION


          [Seal]

_______________________________      By______________________________
Name:  Jennifer J. Finger            Name:  David L. Payne
Title: Senior Vice President &              Chairman of the Board, President &
       Chief Financial Officer              Chief Executive Officer


Attest:                        HARRIS TRUST AND SAVINGS BANK,
                               as Rights Agent

          [Seal]

______________________________       By______________________________
Name:                                Name:  Michael Goedecke
Title:                               Title: Vice President


                                    Exhibit A


                      [Form of Rights Certificate]


Certificate No R-                           _____________ Rights

          NOT EXERCISABLE AFTER DECEMBER 31,
          2004 OR EARLIER IF NOTICE OF
          REDEMPTION IS GIVEN. THE RIGHTS ARE
          SUBJECT TO REDEMPTION, AT THE
          OPTION OF THE COMPANY, AT $.001 PER
          RIGHT ON THE TERMS SET FORTH IN THE
          RIGHTS AGREEMENT.  [THE RIGHTS
          REPRESENTED BY THIS RIGHTS
          CERTIFICATE WERE ISSUED TO A PERSON
          WHO WAS AN ACQUIRING PERSON OR AN
          AFFILIATE OR AN ASSOCIATE OF AN
          ACQUIRING PERSON, AS SUCH TERMS ARE
          DEFINED IN THE RIGHTS AGREEMENT.
          THIS RIGHTS CERTIFICATE AND THE
          RIGHTS REPRESENTED HEREBY
          MAY BECOME VOID UNDER THE
          CIRCUMSTANCES SPECIFIED IN SECTION
          7(e) OF THE RIGHTS AGREEMENT.]*

                           Rights Certificate

                       Westamerica Bancorporation


     This certifies that
____________________________, or registered
assigns, is the registered owner of the
number of ____ Rights set forth above, each
of which entitles the owner ____________
thereof, subject to the terms, provisions and
conditions of the Amended and Restated
Shareholder Rights Agreement dated as of
November 19, 1999 (the "Rights Agreement")
between Westamerica Bancorporation, a
California corporation (the "Company"), and
Harris Trust and Savings Bank, an Illinois
corporation (the "Rights Agent"), to purchase
from the Company at any time after the
Distribution Date (as such term is defined in
the Rights Agreement) and prior to 5:00 p.m.
(San Francisco, California time) on
December 31, 2004 at the office of the Rights
Agent designated for such purpose, one fully
paid, nonassessable share of Common Stock
(the "Common Stock") of the Company, at a
purchase price of $75.00 per share (the
"Purchase Price"), upon presentation and
surrender of this Rights Certificate with the
appropriate Form of Election to Purchase and
Certificate duly executed.  The number of
Rights evidenced by this Rights Certificate
(and the number of shares which may be
purchased upon exercise thereof) set forth
above, and the Purchase Price set forth
above, are the number and Purchase Price as
of November [19], 1999, based on the Common
Stock as constituted at such date.

        *   The portion of the legend in brackets
            shall be inserted only if applicable.

     As provided in the Rights Agreement, the
Purchase Price and the number of shares of
Common Stock or other securities which may be
purchased upon the exercise of the Rights
evidenced by this Rights Certificate are
subject to modification and adjustment upon
the happening of certain events.

     This Rights Certificate is subject to
all of the terms, provisions and conditions
of the Rights Agreement, which terms,
provisions and conditions are hereby
incorporated herein by reference and made a
part hereof and to which Rights Agreement
reference is hereby made for a full
description of the rights, limitations of
rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company
and the holders of the Rights Certificates.
Copies of the Rights Agreement are on file at
the principal office of the Company and are
also available upon written request to the
Company.

     This Rights Certificate, with or without
other Rights Certificates, upon surrender at
the office of the Rights Agent designated for
such purpose, may be exchanged for another
Rights Certificate or Rights Certificates of
like tenor and date evidencing Rights
entitling the holder to purchase a like
aggregate number of shares of Common Stock as
the Rights evidenced by the Rights
Certificate or Rights Certificates
surrendered shall have entitled such holder
to purchase.  If this Rights Certificate
shall be exercised (other than pursuant to
Section 11(a)(ii) of the Rights Agreement) in
part, the holder shall be entitled to receive
upon surrender hereof another Rights
Certificate or Rights Certificates for the
number of whole Rights not exercised.  If
this Rights Certificate shall be exercised in
whole or in part pursuant to Section
11(a)(ii) of the Rights Agreement, the holder
shall be entitled to receive this Rights
Certificate duly marked to indicate that such
exercise has occurred as set forth in the
Rights Agreement.

     Subject to the provisions of the Rights
Agreement, the Rights evidenced by this
Certificate may be redeemed by the Company at
its option at a redemption price of $.001 per
Right. Subject to the provisions of the
Rights Agreement, the Company, at its option,
may elect to mail payment of the redemption
price to the registered holder of the Right
at the time of redemption, in which event
this certificate may become void without any
further action by the Company.

     The Company is not obligated to issue
fractional shares of Common Stock upon the
exercise of any Right or Rights evidenced
hereby, but in lieu thereof a cash payment
may be made, as provided in the Rights
Agreement.

     No holder of this Rights Certificate, as
such, shall be entitled to vote or receive
dividends or be deemed for any purpose the
holder of shares of Common Stock or of any
other securities of the Company which may at
any time be issuable on the exercise hereof,
nor shall anything contained in the Rights
Agreement or herein be construed to confer
upon the holder hereof, as such, any of the
rights of a shareholder of the Company or any
right to vote for the election of directors
or upon any matter submitted to shareholders
at any meeting thereof, or to give or
withhold consent to any corporate action, or
to receive notice of meetings or other
actions affecting shareholders (except as
provided in the Rights Agreement), or to
receive dividends or subscription rights, or
otherwise, until the Right or Rights
evidenced by this Rights Certificate shall
have been exercised as provided in the Rights
Agreement.

     This Rights Certificate shall not be
valid or obligatory for any purpose until it
shall have been countersigned by the Rights
Agent.

     WITNESS the facsimile signature of the
proper officers of the Company and its
corporate seal.  Dated as of _________, 20__.

Attest:                        WESTAMERICA BANCORPORATION


          [Seal]

______________________________       By______________________________
Name:   Jennifer J. Finger           Name:  David L. Payne
Title:  Senior Vice President &      Title: Chairman of the Board, President &
        Chief Financial Officer             Chief Executive Officer


Countersigned:

HARRIS TRUST AND SAVINGS
BANK,
as Rights Agent


______________________________
     Authorized Signature


              [Form of Reverse Side of Rights Certificate]

                           FORM OF ASSIGNMENT
                           ------------------

               (To be executed by the registered holder if such
               holder desires to transfer the Rights Certificate.)


FOR VALUE RECEIVED _______________________________ hereby sells,
assigns and transfers unto______________________________________________
                           (Please print name and address of transferee)

this Rights Certificate, together with all
right, title and interest therein, and does
hereby irrevocably constitute and appoint
Attorney, to transfer the within Rights Certificate on the books
of the within-named Company, with full power of substitution.


Dated: ____________ , 20____ .


                                             ____________________
                                             Signature


Signature Guaranteed:



                               CERTIFICATE
                               -----------

     The undersigned hereby certifies by
checking the appropriate boxes that:

     (1)  the Rights evidenced by this Rights
Certificate [  ] are [  ] are not being sold,
assigned and transferred by or on behalf of a
Person who is or was an Acquiring Person or
an Affiliate or Associate of any such
Acquiring Person (as such terms are defined
in the Rights Agreement); and

     (2)  after due inquiry and to the best
knowledge of the undersigned, it [  ] did
[  ] did not acquire the Rights evidenced by
this Rights Certificate from any Person who
is, was or subsequently became an Acquiring
Person or an Affiliate or Associate of an
Acquiring Person.

Dated: ____________ , 20____ .



                                              _______________________
                                              Signature



                                 NOTICE
                                 ------

     The signature to the foregoing
Assignment must correspond to the name as
written upon the face of this Rights
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.

                      FORM OF ELECTION TO PURCHASE
                      ----------------------------

                  (To be executed if holder desires to
               exercise the Rights Certificate pursuant to
               Section 11(a)(ii) of the Rights Agreement.)


To  WESTAMERICA BANCORPORATION:

     The undersigned hereby irrevocably
elects to exercise __________ Rights
represented by this Rights Certificate to
purchase the shares of Common Stock (or such
other securities of the Company) issuable
upon the exercise of the Rights and requests
that certificates for such shares be issued
in the name of:

_______________________________________________________________
   (Please insert social security or other identifying number)

________________________________________________________________
                     (Please print name and address)
________________________________________________________________



     The Rights Certificate indicating the
balance, if any, of such Rights which may
still be exercised pursuant to Section
11(a)(ii) of the Rights Agreement shall be
returned to the undersigned unless such
Person requests that the Rights Certificate
be registered in the name of and delivered
to:

__________________________________________________________________
Please insert social security or other
identifying number (complete only if Rights
Certificate is to be registered in a name
other than the undersigned)

___________________________________________________________________
                     (Please print name and address)
___________________________________________________________________


     Dated:____________ , 20 ____.


                                              _______________________
                                              Signature


Signature Guaranteed:


          CERTIFICATE
          -----------

     The undersigned hereby certifies by
checking the appropriate boxes that:

     (1)  the Rights evidenced by this Rights
Certificate [ ] are [ ] are not being
exercised by or on behalf of a Person who is
or was an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as
such terms are defined pursuant to the Rights
Agreement);

     (2)  this Rights Certificate [ ] is [ ]
is not being sold, assigned and transferred
by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate
of any such Acquiring Person (as such terms
are defined in the Rights Agreement); and

     (3)  after due inquiry and to the best
knowledge of the undersigned, it [ ] did [ ]
did not acquire the Rights evidenced by this
Rights Certificate from any Person who is,
was or subsequently became an Acquiring
Person or an Affiliate or Associate of an
Acquiring Person.

Dated:__________ , 20____.


                                              _______________________
                                              Signature




                                 NOTICE
                                 ------

     The signature to the foregoing Election
to Purchase must correspond to the name as
written upon the face of this Rights
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.

                      FORM OF ELECTION TO PURCHASE
                      ----------------------------

                  (To be executed if holder desires to
               exercise the Rights Certificate pursuant to
               Section 11(a)(ii) of the Rights Agreement.)


To  WESTAMERICA BANCORPORATION:

     The undersigned hereby irrevocably
elects to exercise __________ Rights
represented by this Rights Certificate to
purchase the shares of Common Stock (or such
other securities of the Company) issuable
upon the exercise of the Rights and requests
that certificates for such shares be issued
in the name of:

____________________________________________________________________
    (Please insert social security or other identifying number)

_____________________________________________________________________
                     (Please print name and address)
_____________________________________________________________________




     The Rights Certificate indicating the
balance, if any, of such Rights which may
still be exercised pursuant to Section
11(a)(ii) of the Rights Agreement shall be
returned to the undersigned unless such
Person requests that the Rights Certificate
be registered in the name of and delivered
to:

_____________________________________________________________________
Please insert social security or other identifying number (complete
only if Rights Certificate is to be registered in a name other than
the undersigned)

_____________________________________________________________________
                     (Please print name and address)
_____________________________________________________________________




     Dated: ____________ , 20 ____.


                                              _________________________
                                              Signature

Signature Guaranteed:


          CERTIFICATE
          -----------

     The undersigned hereby certifies by
checking the appropriate boxes that:

     (1)  the Rights evidenced by this Rights
Certificate [ ] are [ ] are not being
exercised by or on behalf of a Person who is
or was an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as
such terms are defined pursuant to the Rights
Agreement);

     (2)  this Rights Certificate [ ] is [ ]
is not being sold, assigned and transferred
by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate
of any such Acquiring Person (as such terms
are defined in the Rights Agreement); and

     (3)  after due inquiry and to the best
knowledge of the undersigned, it [ ] did [ ]
did not acquire the Rights evidenced by this
Rights Certificate from any Person who is,
was or subsequently became an Acquiring
Person or an Affiliate or Associate of an
Acquiring Person.

Dated: ____________  , 20____ .


                                              _______________________
                                              Signature


                                 NOTICE
                                 ------

     The signature to the foregoing Election
to Purchase must correspond to the name as
written upon the face of this Rights
Certificate in every particular, without
alteration or enlargement or any change
whatsoever.


                                    Exhibit B


                 AMENDED AND RESTATED SUMMARY OF RIGHTS
                        TO PURCHASE COMMON STOCK


     As a precaution to ensure that it
continues to be able to take appropriate
action to protect the interests of
Westamerica Bancorporation ("Westamerica" or
"Company") and its shareholders,
Westamerica's Board of Directors approved the
amendment of its existing Shareholder Rights
Plan on October 28, 1999, to become effective
on November 19, 1999, to update the existing
plan and extend its maturity until
December 31, 2004.  The new amended plan is
very similar in purpose and effect to the
plan as it existed prior to amendment.  It
would help the Board to maximize shareholder
value in the event of a change of control of
Westamerica and otherwise to resist actions
that the Board considers likely to injure
Westamerica or its shareholders.

     Integral to the plan is a Rights
dividend payable on shares of Westamerica's
Common Stock.  On December 18, 1986, the
Board of Directors of Westamerica declared a
dividend distribution of one Right for each
outstanding share of common stock, no par
value (the "Common Stock"), of the Company to
shareholders of record at the close of
business on January 20, 1987 (the "Record
Date").

     The Rights Agreement, which provides the
description and terms of the Rights, was
amended and restated on September 28, 1989
and on May 25, 1992 the then current Rights
Agent, Chemical Trust Company of California,
replaced the original Rights Agent.  On
March 23, 1995, the Company and Chemical
Trust Company of California as Rights Agent,
again amended and restated the Rights
Agreement (the "1995 Rights Agreement").  On
November 19, 1999, the then existing rights
agent, ChaseMellon Shareholder Services, LLC
(successor in interest to Chemical Trust
Company of California) was replaced by the
current Rights Agent, Harris Trust and
Savings Bank, and the 1995 Rights Agreement
was amended and restated (referred to herein,
as amended and restated, as the "1999 Rights
Agreement").  A summary of the 1999 Rights
Agreement is set forth below.

     Except as set forth below, each Right,
when exercisable, entitles the registered
holder to purchase from the Company one share
of Common Stock, at a price of $75.00 per
share (the "Purchase Price"), subject to
adjustment.  The Rights are not exercisable
until the Distribution Date (as defined
below).

     The Rights are currently attached to all
Common Stock certificates representing shares
outstanding, and no separate Right
Certificates will be distributed until the
earlier to occur of (i) a public announcement
that, without the prior consent of the
Company, a Person or group of affiliated or
associated Persons (an "Acquiring Person")
has acquired, or obtained the right to
acquire, beneficial ownership of securities
having 10% or more of the voting power of all
outstanding voting securities of the Company,
or (ii) ten days (unless such date is
extended by the Board of Directors) following
the commencement of (or a public announcement
of an intention to make) a tender offer or
exchange offer which would result in any
Person or group of related Persons becoming
an Acquiring Person (the earlier of such
dates being called the "Distribution Date").
Until the Distribution Date the Rights will
be evidenced, with respect to any of the
Common Stock certificates outstanding as of
the Record Date, by such Common Stock
certificate together with this Amended and
Restated Summary of Rights.  The 1999 Rights
Agreement provides that, until the
Distribution Date, the Rights will be
transferred with and only with Common Stock
certificates.

     From as soon as practicable after the
Record Date and until the Distribution Date
(or earlier redemption or expiration of the
Rights), new Common Stock certificates issued
after the Record Date upon transfer or new
issuance of the Common Stock will contain a
notation referring to the associated Rights.
Until the Distribution Date (or earlier
redemption or expiration of the Rights), the
surrender for transfer of any certificates
for Common Stock outstanding as of the Record
Date (with or without this Amended and
Restated Summary of Rights attached) will
also constitute the transfer of the Rights
associated with the Common Stock represented
by such certificate.  As soon as practicable
following the Distribution Date, Westamerica
will issue certificates evidencing the Rights
("Rights Certificates"), and the Rights will
become exercisable and separately tradable.

     The Rights will expire on the earliest
of (i) December 31, 2004, (ii) consummation
of a merger transaction with a Person or
group who acquired Common Stock pursuant to a
Permitted Offer (as defined below), and is
offering in the merger the same price per
share and form of consideration paid in the
Permitted Offer, or (iii) redemption of the
Rights by the Company as described below.

     The Purchase Price payable, and the
number of shares of the Common Stock or other
securities or property issuable, upon
exercise of the Rights are subject to
adjustment from time to time to prevent
dilution (i) in the event of a stock dividend
on, or a subdivision, combination or
reclassification of the Common Stock, (ii)
upon the grant to holders of the Common Stock
of certain rights or warrants to subscribe
for Common Stock, certain convertible
securities or securities having the same or
more favorable rights, privileges and
preferences as the Common Stock at less than
the current market price of the Common Stock
or (iii) upon the distribution to holders of
the Common Stock of evidences of indebtedness
or assets (excluding regular quarterly cash
dividends out of earnings or retained
earnings and dividends payable in Common
Stock) or of subscription rights or warrants
(other than those referred to above).

     In the event that, after the first date
of public announcement by the Company or an
Acquiring Person that an Acquiring Person has
become such, (i) the Company is acquired in a
merger or other business combination
transaction in which the Common Stock is
exchanged or changed, (ii) any bank
subsidiary of the Company is involved in a
merger or other business combination
transaction or (iii) 50% or more of its
assets or earning power are sold (in one
transaction or a series of transactions),
proper provision shall be made so that each
holder of a Right (other than such Acquiring
Person) shall thereafter have the right to
receive, upon the exercise thereof at the
then current exercise price of the Right,
that number of shares of common stock of the
surviving or resulting Person in the merger
or business combination transaction or the
Person acquiring the greatest portion of the
assets, as appropriate, or, in either case,
its publicly traded parent company or
affiliate, which at the time of such
transaction would have a market value of two
times the exercise price of the Right (such
right being called the "Merger Right").

     In the event that a Person becomes the
beneficial owner of securities having 10% or
more of the voting power of all then
outstanding voting securities of the Company
(unless pursuant to a tender offer or
exchange offer for all outstanding shares of
Common Stock at a price and on terms
determined by at least a majority of the
members of the Board of Directors who are not
officers of the Company to be both adequate
and otherwise in the best interests of the
Company and its shareholders (a "Permitted
Offer")), proper provision shall be made so
that each holder of a Right will for a 60-day
period thereafter have the right to receive
upon exercise that number of shares of Common
Stock having a market value of two times the
exercise price of the Right, to the extent
available, and then (after all authorized and
unreserved shares of Common Stock have been
issued) a common stock equivalent (such as
Preferred Stock or another equity security
with at least the same economic value as the
Common Stock) having a market value of two
times the exercise price of the Right, with
Common Stock to the extent available being
issued first (such right being called the
"Subscription Right").  The holder of a Right
will continue to have the Merger Right
whether or not such holder exercises the
Subscription Right.  Upon the occurrence of
any of the events giving rise to the
exercisability of the Merger Right or the
Subscription Right, any Rights that are or
were at any time after the Distribution Date
owned by an Acquiring Person shall
immediately become null and void.

     With certain exceptions, no adjustments
in the Purchase Price will be required until
cumulative adjustments require an adjustment
of at least 1% in such Purchase Price.  No
fractions of shares will be issued and, in
lieu thereof, an adjustment in cash will be
made based on the market price of the Common
Stock on the last trading date prior to the
date of exercise.

     At any time prior to the earlier to
occur of (i) a Person becoming an Acquiring
Person or (ii) the expiration of the Rights,
the Company may redeem the Rights in whole,
but not in part, at a price of $.001 per
Right (the "Redemption Price"), which
redemption shall be effective upon the action
of the Board of Directors.  Additionally, the
Company may thereafter redeem the then
outstanding Rights in whole, but not in part,
at the Redemption Price (i) provided that
such redemption is incidental to a merger or
other business combination transaction or
series of transactions involving the Company
but not involving an Acquiring Person or
certain related Persons or (ii) following an
event giving rise to, and the expiration of
the exercise period for, the Subscription
Right if and for as long as an Acquiring
Person beneficially owns securities
representing less than 10% of the voting
power of the Company's voting securities and
at the time of redemption there are no other
persons who are Acquiring Persons.  The
redemption of Rights described in the
preceding sentence shall be effective only as
of such time when the Subscription Right is
not exercisable, and in any event, only after
10 Business Days' prior notice.

     Subject to applicable law, the Board of
Directors, at its option, may at any time
after a Person becomes an Acquiring Person
(but not after the acquisition by such Person
of 50% or more of the outstanding Common
Stock), exchange all or part of the then
outstanding and exercisable rights (except
for Rights which have become void) for shares
of Common Stock equivalent to one share of
Common Stock per Right or, alternatively, for
substitute consideration consisting of cash,
securities of the Company or other assets (or
any combination thereof).

     Fractional shares of Common Stock will
be issuable; however, the Company may elect
to distribute depositary receipts in lieu of
such fractional shares.  In lieu of
fractional shares an adjustment in cash may
be made based on the market price of the
Common Stock on the last trading date prior
to the date of exercise.

     Until a Right is exercised, the holder
thereof, as such, will have no rights as a
shareholder of the Company, including,
without limitation, the right to vote or to
receive dividends.

     A copy of the 1999 Rights Agreement has
been filed with the Securities and Exchange
Commission as an Exhibit to a Form 8-A/A
Amendment to a Registration Statement on Form
8-A.  A copy of the 1999 Rights Agreement is
available free of charge from the Company.
This summary description of the Rights does
not purport to be complete and is qualified
in its entirety by reference to the 1999
Rights Agreement, which is incorporated
herein by reference.