S-8 POS

As filed with the Securities and Exchange Commission on March 22, 2005

File No. 333-119783

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WESTAMERICA BANCORPORATION

(Exact name of registrant as specified in its charter)

California	94-2156203
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1108 Fifth Avenue, San Rafael, California 94901

(Address of principal executive offices)

Redwood Empire Bancorp Amended and Restated 1991 Stock Option Plan
Redwood Empire Bancorp 2001 Stock Option Plan
Employment Agreement Effective December 1, 2003 between National Bank of the Redwoods and Stephen A.
Fleming
First Amendment to Employment Agreement Effective March 31, 2004 between National Bank of the
Redwoods and Stephen A. Fleming
Redwood Empire Bancorp Nonstatutory Stock Option Grant Notice to Stephen A. Fleming and the Stock
Option Agreement and Form of Notice of Exercise Attached Thereto

(Full title of plan)

David L. Payne
Chairman, President and Chief Executive Officer
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, CA 94901
(707) 863-8000

(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities	Amount to be	Proposed maximum	Proposed maximum	Amount of
to be registered	registered	offering price per share	Aggregate offering price	registration fee
Common Stock, no par value	187,660	(1)	(1)	(1)

(1) Not applicable. All filing fees payable in connection with the registration of the issuance of these securities were paid in connection with the filing of the registrant’s Registration Statement on Form S-4 (333-119783) on October 15, 2004.

TABLE OF CONTENTS

	Item 3. Incorporation of Documents by Reference.
	Item 4.  Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Officers and Directors
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT LIST
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.11
EXHIBIT 4.12
EXHIBIT 4.13
EXHIBIT 24

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Westamerica Bancorporation hereby amends its Registration Statement on Form S-4 (No. 333-119783) (the “Form S-4”) by filing this Post-Effective Amendment No. 1 on Form S-8 with respect to up to 187,660 of the registrant’s common shares, without par value, issuable in connection with options under the Redwood Empire Bancorp Amended and Restated 1991 Stock Option Plan, Redwood Empire Bancorp 2001 Stock Option Plan, Employment Agreement effective December 1, 2003 between National Bank of the Redwoods and Stephen A. Fleming, First Amendment to Employment Agreement effective March 31, 2004 between National Bank of the Redwoods and Stephen A. Fleming, and Redwood Empire Bancorp Nonstatutory Stock Option Grant Notice to Stephen A. Fleming and the Stock Option Agreement and Form of Notice of Exercise Attached Thereto.

     On March 1, 2005, the registrant completed a merger with Redwood Empire Bancorp, a California corporation, and Redwood Empire Bancorp’s subsidiary bank, National Bank of the Redwoods, a national banking association. Pursuant to the terms of the Agreement and Plan of Reorganization dated as of August 25, 2004 among the registrant, Westamerica Bank, Redwood Empire Bancorp and National Bank of the Redwoods, each option for Redwood Empire Bancorp common stock outstanding at the effective time of the merger was exchangeable for an option exercisable for the number of shares of registrant’s common stock equal to the number of Redwood Empire Bancorp common shares underlying the original option times the option exchange ratio of 0.5437. These common shares were registered under the Form S-4. This Post-Effective Amendment is being filed to conform the disclosure in the Registration Statement to reflect the continuing offering of the registrant’s shares underlying the converted options.

Item 3. Incorporation of Documents by Reference.

     The Company hereby incorporates by reference in this Registration Statement the following documents:

(a)   The Company’s Annual Report on Form 10-K for the year ended December 31, 2004;

(b)   The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A, as filed with the Commission on January 8, 1987, as amended on September 29, 1989, March 23, 1995, November 19, 1999 and December 22, 2004.

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

2

Item 6. Indemnification of Officers and Directors.

          Section 317 of the California Corporations Code authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors, officers, employees and other agents of the corporation (“Agents”) in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

          Article VII of the registrant’s Restated Articles of Incorporation, as amended, authorizes the registrant to indemnify its Agents, through bylaw provisions, agreements, votes of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the registrant and its shareholders. Article VII also authorizes the registrant to provide insurance for Agents provided that, in cases where the registrant owns all or a portion of the shares of the company issuing the insurance policy, such company and/or the policy must meet certain conditions set forth in Section 317. Article V of the registrant’s Bylaws provides for mandatory indemnification of each director of the registrant except as prohibited by law.

          The registrant maintains a directors and officers liability insurance policy that indemnifies the registrant’s directors and officers against certain losses in connection with claims made against them for certain wrongful acts. In addition, the registrant has entered into separate indemnification agreements with its directors and officers that require the registrant, among other things, (i) to maintain directors’ and officers’ insurance in reasonable amounts in favor of such individuals, and (ii) to indemnify them against certain liabilities that may arise by reason of their status or service as Agents of the registrant to the fullest extent permitted by California law.

          The foregoing summaries are necessarily subject to the complete text of the statute, the Articles and the Bylaws referred to above and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits.

          The exhibits to this Registration Statement are listed in the Exhibit Index to this filing, which is incorporated by reference.

Item 9. Undertakings.

               (a) Rule 415 Offering.

               The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

3

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) Filings incorporating subsequent Exchange Act documents by reference.

          The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (h) Request for acceleration of effective date or filing of Registration Statement on Form S-8.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Rafael, State of California, on March 21, 2005.

	WESTAMERICA BANCORPORATION
	(Registrant)
	By	/s/ David L. Payne
		David L. Payne
Chairman of the Board, Chief Executive Officer and President

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David L. Payne	President and Chief Executive	March 21, 2005
	Officer and Director (Principal
David L. Payne	Executive Officer)
/s/ Dennis R. Hansen	Senior Vice President and Controller	March 21, 2005
	(Principal Accounting Officer)
Dennis R. Hansen
/s/ Jennifer J. Finger	Executive Vice President and Chief	March 21, 2005
	Financial Officer (Principal Financial
Jennifer J. Finger	Officer)
/s/ Etta Allen*	Director	March 21, 2005
Etta Allen
/s/ Louis E. Bartolini*	Director	March 21, 2005
Louis E. Bartolini
/s/ E. Joseph Bowler*	Director	March 21, 2005
E. Joseph Bowler
/s/ Arthur C. Latno, Jr.*	Director	March 21, 2005
Arthur C. Latno, Jr.
/s/ Patrick D. Lynch*	Director	March 21, 2005
Patrick D. Lynch
/s/ Catherine Cope MacMillan*	Director	March 21, 2005
Catherine Cope MacMillan
/s/ Ronald A. Nelson*	Director	March 21, 2005
Ronald A. Nelson

5

Signature	Title	Date
/s/ Carl R. Otto*	Director	March 21, 2005
Carl R. Otto
/s/ Edward B. Sylvester*	Director	March 21, 2005
Edward B. Sylvester

*By	/s/ David L. Payne , attorney in fact
	David L. Payne, attorney in fact

6

EXHIBIT LIST

Exhibit	Description
4.1	Redwood Empire Bancorp Amended and Restated 1991 Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Registration Statement of Redwood Empire Bancorp on Form S-8 filed on July 8, 1992, Registration No. 33-49372)
4.2	Form of Non-Qualified Stock Option Agreement under Redwood Empire Bancorp Amended and Restated 1991 Stock Option Plan
4.3	Form of Incentive Stock Option Agreement under Redwood Empire Bancorp Amended and Restated 1991 Stock Option Plan
4.4	Redwood Empire Bancorp 2001 Stock Option Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement of Redwood Empire Bancorp on Form 14A filed on April 14, 2004)
4.5	Form of Nonstatutory Stock Option Agreement under Redwood Empire Bancorp 2001 Stock Option Plan
4.6	Form of Incentive Stock Option Agreement under Redwood Empire Bancorp 2001 Stock Option Plan
4.7	Employment Agreement effective December 1, 2003 between National Bank of the Redwoods and Stephen A. Fleming (incorporated by reference to Exhibit 10.20 to Annual Report of Redwood Empire Bancorp on Form 10-K for the fiscal year ended December 31, 2003 filed on March 30, 2004)
4.8	First Amendment to Employment Agreement effective March 31, 2004 between National Bank of the Redwoods and Stephen A. Fleming (incorporated by reference to Exhibit 99.1 to the Current Report of Redwood Empire Bancorp on Form 8-K filed on April 8, 2004)
4.9	Redwood Empire Bancorp Nonstatutory Stock Option Grant Notice to Stephen A. Fleming and the Stock Option Agreement and Form of Notice of Exercise Attached Thereto (incorporated by reference to Exhibit 4.3 of Registration Statement of Redwood Empire Bancorp on Form S-8 filed on November 5, 2004, Registration No. 333-120237)
4.10	Agreement and Plan of Reorganization among Westamerica Bancorporation, Westamerica Bank, Redwood Empire Bancorp and National Bank of the Redwoods dated as of August 25, 2004 (incorporated by reference to Annex A of Registration Statement on Form S-4 of the registrant (File No. 333-119783))
4.11	Form of Assumption and Amendment of Redwood Empire Bancorp Non-Statutory (Non-Qualified) Stock Option Agreement
4.12	Form of Assumption and Amendment of Redwood Empire Bancorp Incentive Stock Option Agreement
4.13	Form of Assumption and Amendment of Redwood Empire Bancorp Non-Statutory (Non-Qualified) Stock Option Agreement (Stephen A. Fleming)
5	Opinion of Bingham McCutchen LLP as to the legality of securities being registered (incorporated by reference to Exhibit 5 to Registration Statement on Form S-4 of the registrant (File No. 333-119783))
23.1	Consent of KPMG LLP (incorporated by reference to Exhibit 23(A) to Registration Statement on Form S-4 of the registrant (File No. 333-119783))
23.2	Consent of Crowe Chizek & Company (incorporated by reference to Exhibit 23(B) to Registration Statement on Form S-4 of the registrant (File No. 333-119783))
23.4	Consent of Bingham McCutchen LLP (included in Exhibit 5)
24	Power of Attorney

7

EX-4.2

GRANT NO.                     

Exhibit 4.2

REDWOOD EMPIRE BANCORP

NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into by and between Redwood Empire Bancorp, a California Corporation (the “Company”), and                      (the “Optionee”) this                      day of                     ,                     .

RECITAL

     Pursuant to the Company’s Amended and Restated 1991 Stock Option Plan (the “Plan”), the Board of Directors of the Company (or the Stock Option Committee, if authorized by the Board of Directors) has granted to the Optionee an option to purchase all or any part of                      (                    ) authorized but unissued shares of the Company’s no par value common stock, for cash, at an exercise price of                      ($                    ) per share, upon the terms and conditions hereinafter set forth.

AGREEMENT

     NOW THEREFORE, it is hereby agreed:

     1. Grant of Option. The Company hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, up to                      (                    ) shares of the Company’s no par value Common Stock (the “stock”) at the price of                      ($                    ) per share, which price is not less than one hundred percent (100%) of the fair market value of the stock as of the date this Option was originally granted.

     2. Exercisability. This option shall be exercisable subject to all of the terms and conditions hereof, as follows:

     (a) On the first anniversary date of the granting of this Option, the Optionee shall have the right to exercise the Option to purchase up to one-fourth (1/4) of the total number of shares initially covered hereby, subject to adjustment as provided in Section 10, below.

1

     (b) Each year thereafter for the next 3 years, on such anniversary date, the Optionee shall have the right to exercise this Option to purchase up to an additional one-fourth (1/4) of the shares initially covered hereby, subject to adjustment as provided in Section 10, below.

     (c) Commencing on the 5th anniversary of the date on which this Option was originally granted, and continuing until the expiration or prior termination of this Option in accordance with its terms, the Optionee shall have the right to exercise this Option to purchase up to 100% of the shares remaining available for purchase hereunder.

     (d) Shares as to which this Option becomes exercisable pursuant to paragraphs (a) and (b), above, may thereafter be purchased at any time prior to the expiration or prior termination of this Option.

     (e) This option shall remain exercisable, according to its terms, until the close of business on the day immediately prior to the tenth (10th) anniversary of the date on which it was originally granted, unless it has expired or been terminated earlier in accordance with the provisions of the Plan.

     (f) No shares issuable upon the exercise of this Option shall be issued and delivered unless and until all applicable requirements of California and federal law and of the Securities and Exchange Commission and the California Department of Corporations pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Company of the same class are then listed, shall have been complied with. The Optionee also agrees to ascertain that such requirements shall have been complied with at the time of any exercise of this Option. In addition, if the Optionee is an “affiliate” for purposes of the Securities Act of 1933, there may be additional restrictions on the resale of stock, and the Optionee therefore agrees to ascertain what those restrictions are and to abide by such restrictions and other applicable federal and state securities laws.

     3. Method of Exercise.

     (a) This Option may be exercised by written notice thereof, stating the number of shares with respect to which this Option is being exercised, delivered to the Company as provided in Section 13, below, together with the full purchase price for such shares.

2

     (b) Payment of the option price must be in cash or, subject to applicable law, with shares of the Company’s Common Stock previously acquired by the Optionee. The equivalent dollar value of the shares used to effect a purchase will be the fair market value of such shares on the date of exercise.

     (c) Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total remaining number which may be purchased under this Option, and in no event may the Option be exercised with respect to fractional shares. Upon exercise, the Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

     4. Termination of Employment or Directorship. If the Optionee shall cease to serve as a director of the Company, or cease to be employed by the Company or one of its subsidiaries, for any reason other than his or her death or disability (as defined in Section 6, below), this Option shall terminate and become unexercisable three (3) calendar months after the date on which his or her directorship or employment ends (the “Termination Date”). During such three-month period this Option shall be exercisable only as to those installments, if any, which were exercisable under the terms of this Option as of the Termination Date.

     5. Termination of Employment for Cause. If the Optionee’s directorship of the Company, or employment by the Company or one of its subsidiaries, is terminated for cause, this Option shall immediately terminate and become unexercisable, unless within thirty (30) days of such termination the Board of Directors has reinstated this option by giving written notice of such reinstatement to the Optionee at his last known address. In the event of such reinstatement, the Optionee may exercise this Option only to such extent, for such time, and upon such terms and conditions as if such termination was for a reason other than cause or death. Termination for cause shall include termination for malfeasance or gross misfeasance in the performance of duties, conviction of illegal activity in connection therewith, or any conduct detrimental to the interests of the Company or a subsidiary corporation and, in any event, the determination of the Board of Directors with respect thereto shall be final.

6. Disability or Death of Optionee.

3

     (a) If the Optionee dies while in office as a director of the Company, or while employed by the Company or one of its subsidiaries, or during the three-month period referred to in Paragraph 4 hereof, this Option shall terminate and become unexercisable one (1) year after the date of Optionee’s death or on the day specified in Section 2(e) hereof, whichever is earlier. After the Optionee’s death but before such termination, the persons to whom the Optionee’s rights under this Option shall have passed by Will or by the applicable laws of descent and distribution, or the executor or administrator of Optionee’s estate, shall have the right to exercise this Option as to those shares for which installments had accrued under Section 2 at the time of the Optionee’s death.

     (b) If the Optionee’s directorship or employment shall be terminated because of his or her disability (as defined in Section 105(d) (4) of the Internal Revenue Code of 1986, as amended from time to time), the Optionee may exercise this Option to the extent he or she is entitled to do so on the date of such termination, at any time within twelve (12) calendar months thereafter, but in no event later than the expiration date set forth in Section 2(e).

     7. Nontransferability. This Option shall not be transferable except by Will or by the laws of descent and distribution, and shall be exercisable, during the Optionee’s lifetime, only by the Optionee.

     8. Employment. This Agreement shall not obligate the Company or its subsidiaries to employ the Optionee, or maintain him or her in office as a director, for any period, nor shall it interfere in any way with the right of the Company or its subsidiaries to reduce his or her compensation.

     9. Privileges of Stock Ownership. The Optionee shall have no rights as a stockholder with respect to the Company’s stock subject to this Option until the date of issuance to the Optionee of stock certificates representing such shares. Except as provided in Section 15 of the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

4

     10. Adjustment Upon Changes in Capitalization; Termination Upon the Occurrence of Certain Events.

     (a) In accordance with Section 15 of the Plan, if the outstanding shares of the Company’s Common Stock are increased, decreased, or changed into, or exchanged for a different number or kind of shares or securities of the Company, through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or otherwise, without consideration to the Company, an appropriate and proportionate adjustment shall be made to the number and kind of shares or other securities which may be obtained pursuant to the exercise of any unexercised portion of this Option, and to the exercise price for such shares or other securities.

     (b) In accordance with Section 16 of the Plan, this Option will completely vest, and become exercisable as to all unexercised option shares hereunder, immediately prior to the occurrence of any of the following events (the “Terminating Events”): (i) a dissolution or liquidation of the Company, (ii) a reorganization, merger, or consolidation of the Company (other than a merger or reorganization made for the sole purpose of changing the Company’s state of incorporation), as a result of which the Company is not the surviving corporation or becomes a subsidiary of another corporation (which would be assumed if the other corporation directly or indirectly owns a majority of the Company’s voting securities), (iii) a sale of substantially all of the Company’s assets to another corporation, or (iv) a sale of equity securities of the Company representing more than half of the Company’s outstanding voting securities. Once a Terminating Event has taken place, this Option, along with all remaining unexercised options and the Plan itself, will terminate; provided, however, that the Plan and any unexercised options will not terminate if there is a successor corporation to the Company which assumes the outstanding options in accordance with applicable law.

     11. Notification of Sale. The Optionee agrees that he or she, or any person acquiring shares upon exercise of this Option, will notify the Company not more than five (5) days after any sale or other disposition of such shares.

12. Representations of Optionee.

5

     (a) The Optionee recognizes and agrees that the Company may, if it deems appropriate, issue stock transfer instructions against any shares of stock purchased upon the exercise of this Option and affix to any certificate representing such shares the legends which the Company deems appropriate.

     (b) The Optionee represents that the Company, and its directors, officers, employees, and agents, have not and will not provide tax advice with respect to the Option, and agrees to consult with his or her own tax advisor as to the specific tax consequences of the Option, including the application and effect of federal, state, and local, and other tax laws.

     13. Notices. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its President or Chief Financial Officer at its main office, and any notice to Optionee shall be addressed to Optionee’s address on file with the Company or a subsidiary corporation, or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given on the date of its actual receipt or on the third day following the date on which it is enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Company by personal delivery to its President or Chief Financial Officer.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

OPTIONEE	REDWOOD EMPIRE BANCORP
By:	By:
	By:

6

EX-4.3

Exhibit 4.3

GRANT NO.                     

REDWOOD EMPIRE BANCORP

INCENTIVE STOCK OPTION AGREEMENT

     THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into by and between Redwood Empire Bancorp, a California Corporation (the “Company”), and                      (the “Optionee”) this                      day of                     ,                     .

RECITAL

     A. Pursuant to the Company’s Amended and Restated 1991 Stock Option Plan (the “Plan”), the Board of Directors of the Company (or the Stock Option Committee, if authorized by the Board of Directors) has granted to the Optionee an option to purchase all or any part of                      (                    ) authorized but unissued shares of the Company’s no par common stock, for cash, at an exercise price of                      ($                    ) per share, upon the terms and conditions hereinafter set forth.

AGREEMENT

     NOW THEREFORE, it is hereby agreed:

     1. Grant of Option. The Company hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, up to                      (                    ) shares of the Company’s no par value Common Stock (the “stock”) at the price of                      ($                    ) per share, which price is not less than one hundred percent (100%) of the fair market value of the stock as of the date this Option was originally granted.

     2. Exercisability. This Option shall be exercisable subject to all of the terms and conditions hereof, as follows:

     (a) On the first anniversary date of the granting of this Option, the Optionee shall have the right to exercise the Option to purchase up to one-fourth (1/4) of the total number of shares initially covered hereby, subject to adjustment as provided in Section 10, below.

               (b) Each year thereafter for the next 3 years, on such anniversary date, the

1

Optionee shall have the right to exercise this Option to purchase up to an additional one-fourth (1/4) of the shares initially covered hereby, subject to adjustment as provided in Section 10, below.

     (c) Commencing on the 5th anniversary of the date on which this Option was originally granted, and continuing until the expiration or prior termination of this Option in accordance with its terms, the Optionee shall have the right to exercise this Option to purchase up to 100% of the shares remaining available for purchase hereunder.

     (d) Shares as to which this Option becomes exercisable pursuant to paragraphs (a) and (b), above, may thereafter be purchased at any time prior to the expiration or prior termination of this Option.

     (e) This Option shall remain exercisable according to its terms, until the close of business on the day immediately prior to the tenth (10th) anniversary of the date on which it was originally granted, unless it has expired or been terminated earlier in accordance with provisions of the Plan.

     (f) No shares issuable upon the exercise of this Option shall be issued and delivered unless and until all applicable requirements of California and federal law and of the Securities and Exchange Commission and the California Department of Corporations pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Company of the same class are then listed, shall have been complied with. The Optionee also agrees to ascertain that such requirements shall have been complied with at the time of any exercise of this Option. In addition, if the Optionee is an “affiliate” for purchase of the Securities Act of 1933, there may be additional restrictions on the resale of stock, and the Optionee therefore agrees to ascertain what those restrictions are and to abide by such restrictions and other applicable federal and state securities laws.

     3. Method of Exercise.

     (a) This Option may be exercised by written notice thereof stating the number of shares with respect to which this Option is being exercised, delivered to the Company as provided in Section 13, below, together with the full purchase price for such shares.

2

     (b) Payment of the Option price must be in cash or, subject to applicable law, with shares of the Company’s Common Stock previously acquired by the Optionee. The equivalent dollar value of the shares used to effect a purchase will be the fair market value of such shares on the date of exercise.

     (c) Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number which may be purchased under this Option, and in no event may the Option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

     4. Cessation of Employment or Directorship. If the Optionee shall cease to serve as a director of the Company, or cease to be employed by the Company or one of its subsidiaries, for any reason other than his or her death or disability (as defined in Section 6, below), this Option shall terminate and become unexercisable three (3) calendar months after the date on which his or her directorship or employment ends (the “Termination Date”). During such three-month period this Option shall be exercisable only as to those installments, if any, which were exercisable under the terms of this Option as of the Termination Date.

     5. Termination of Employment for Cause. If the Optionee’s directorship of the Company, or employment by the Company or one of its subsidiaries, is terminated for cause, this Option shall immediately terminate and become unexercisable, unless reinstated by the Board of Directors within thirty (30) days of such termination by giving written notice of such reinstatement to Optionee at his last known address. In the event of such reinstatement, the Optionee may exercise this Option only to such extent, for such time, and upon such terms and conditions as if such termination was for a reason other than cause or death. Termination for cause shall include termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith or any conduct detrimental to the interests of the Company or a subsidiary corporation and, in any event, the determination of the Board of Directors with respect thereto shall be final.

6. Disability or Death of Optionee.

3

     (a) If the Optionee dies while in office as a director of the Company, or while employed by the Company or one of its subsidiaries, or during the three-month period referred to in Paragraph 4 hereof, this Option shall terminate and become unexercisable one (1) year after the date of Optionee’s death or on the day specified in Section 2(e) hereof, whichever is earlier. After the Optionee’s death but before such termination, the persons to whom the Optionee’s rights under this Option shall have passed by Will or by the applicable laws of descent and distribution, or the executor or administrator of Optionee’s estate, shall have the right to exercise this Option as to those shares for which installments had accrued under Section 2 at the time of the Optionee’s death.

     (b) If the Optionee’s directorship or employment shall be terminated because of his or her disability (as defined in Section 105(d) (4) of the Internal Revenue Code of 1986, as amended from time to time), the Optionee may exercise this Option to the extent he or she is entitled to do so on the date of such termination, at any time within twelve (12) calendar months thereafter, but in no event later than the expiration date set forth in Section 2(e).

     7. Nontransferability. This Option shall not be transferable except by Will or by the laws of descent and distribution, and shall be exercisable, during the Optionee’s lifetime, only by the Optionee.

     8. Employment. This Agreement shall not obligate the Company or its subsidiaries to employ the Optionee, or maintain him or her in office as a director, for any period, nor shall it interfere in any way with the right of the Company or its subsidiaries to reduce his or her compensation.

     9. Privileges of Stock Ownership. The Optionee shall have no rights as a stockholder with respect to the Company’s stock subject to this Option until the date of issuance to the Optionee of stock certificates representing such shares. Except as provided in Section 15 of the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

     10. Adjustment Upon Changes in Capitalization; Termination Upon the Occurrence of Certain Events.

4

     (a) In accordance with Section 15 of the Plan, if the outstanding shares of the Company’s Common Stock are increased, decreased, or changed into, or exchanged for a different number or kind of shares or securities of the Company, through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or otherwise, without consideration to the Company, an appropriate and proportionate adjustment shall be made to the number and kind of shares or other securities which may be obtained pursuant to the exercise of any unexercised portion of this Option, and to the exercise price for such shares or other securities.

     (b) In accordance with Section 16 of the Plan, this Option will completely vest, and become exercisable as to all unexercised option shares hereunder, immediately prior to the occurrence of any of the following events (the “Terminating Events”): (i) a dissolution or liquidation of the Company, (ii) a reorganization, merger, or consolidation of the Company (other than a merger or reorganization made for the sole purpose of changing the Company’s state of incorporation), as a result of which the Company is not the surviving corporation or becomes a subsidiary of another corporation (which would be assumed if the other corporation directly or indirectly owns a majority of the Company’s voting securities), (iii) a sale of substantially all of the Company’s assets to another corporation, or (iv) a sale of equity securities of the Company representing more than half of the Company’s outstanding voting securities. Once a Terminating Event has taken place, this Option, along with all remaining unexercised options and the Plan itself, will terminate; provided, however, that the Plan and any unexercised Options will not terminate if there is a successor corporation to the Company which assumes the outstanding options in accordance with applicable law.

     11. Notification of Sale. The Optionee agrees that he or she, or any person acquiring shares upon exercise of this Option, will notify the Company not more than five (5) days after any sale or other disposition of such shares.

     12. Representations of Optionee.

     (a) The Optionee recognizes and agrees that the Company may, if it deems appropriate, issue stock transfer instructions against any shares of stock purchased upon the exercise of this

5

Option and affix to any certificate representing such shares the legends which the Company deems appropriate.

     (b) The Optionee represents that the Company, and its directors, officers, employees, and agents, have not and will not provide tax advice with respect to the Option, and agrees to consult with his or her own tax advisor as the specific tax consequences of the Option, including the application and effect of federal, state, and local, and other tax laws.

     13. Notices. Any notice to the Company provided for in this Agreement shall be addressed to it in care of its President or Chief Financial Officer at its main office and any notice to Optionee shall be addressed to Optionee’s address on file with the Company or a subsidiary corporation, or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given on the date of its actual receipt or on the third day following the date on which it is enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Company by personal delivery to its President or Chief Financial Officer.

     14. Incentive Stock Option. This Option is intended to be an incentive stock option, as that term is defined in Section 422 of the Internal Revenue Code of 1986 as amended from time to time.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

OPTIONEE	REDWOOD EMPIRE BANCORP
By:	By:
	By:

6

EX-4.5

Exhibit 4.5

GRANT NO. ___

REDWOOD EMPIRE BANCORP
2001 STOCK OPTION PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

               Redwood Empire Bancorp, a California corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option Plan (the “Plan”).

Date of Option Grant: __________________, _______

Name of Optionee: _________________________________________________

Optionee’s Social Security Number: _____-____-_____

Number of Shares Covered by Option: ______________

Exercise Price per Share: $_____.___

Vesting Start Date: _____________, _______

Vesting Schedule:

          Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option vests as to one-fourth (1/4) of the total remaining number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Each year thereafter for the next three (3) years, on such anniversary date, the Optionee shall have the right to exercise this Option to purchase up to an additional one-fourth (1/4) of the total remaining number of Shares initially covered hereby. Commencing on the fourth anniversary of the date on which this Option was originally granted, and continuing until the expiration or prior termination of this Option in accordance with its terms, the Optionee shall have the right to exercise this Option to purchase up to 100% of the shares remaining available for purchase hereunder. In the event of a Change of Control with respect to the Company, all of the unvested Shares subject to this option shall vest and become exercisable immediately prior to the Change in Control. No additional Shares will vest after your Service has terminated for any reason.

          By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed.

Optionee:	& nbsp;
	(Signature)
Company:	& nbsp;
	(Signature)
	Title:

Attachment

1

REDWOOD EMPIRE BANCORP
2001 STOCK OPTION PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

The Plan and Other Agreements	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan.
	This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
Nonstatutory Stock Option	This Option is not intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly.
Vesting	This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet.
Term	Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.
Termination for Cause	If your Service is terminated for Cause, as determined by the Board in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any other intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.

2

Death	If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
Disability	If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.
	The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Notice of Exercise	When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
	If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:

•   Cash, your personal check, a cashier’s check or a money order.

•   Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the

3

	Exercise Price.
•	To the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price.

Withholding Taxes	You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option.
Restrictions on Exercise and Resale	By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable.
	If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.
Transfer of Option	Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to

4

	do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.
Retention Rights	Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
Adjustments	In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of California.

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

5

EX-4.6

Exhibit 4.6

REDWOOD EMPIRE BANCORP
2001 STOCK OPTION PLAN

INCENTIVE STOCK OPTION AGREEMENT

               Redwood Empire Bancorp, a California corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option Plan (the “Plan”).

Date of Option Grant: __________________, ________

Name of Optionee: _________________________________________________

Optionee’s Social Security Number: _____-____-_____

Number of Shares Covered by Option: ______________

Exercise Price per Share: $_____.___

Vesting Start Date: _____________, ________

     Vesting Schedule:

          Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option vests as to one-fourth (1/4) of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Each year thereafter for the next three (3) years, on such anniversary date, the Optionee shall have the right to exercise this Option to purchase up to an additional one-fourth (1/4) of the total remaining number of Shares initially covered hereby. Commencing on the fourth anniversary of the date on which this Option was originally granted, and continuing until the expiration or prior termination of this Option in accordance with its terms, the Optionee shall have the right to exercise this Option to purchase up to 100% of the shares remaining available for purchase hereunder. In the event of a Change of Control with respect to the Company, all of the unvested Shares subject to this Option shall vest and become exercisable immediately prior to the Change of Control. No additional Shares will vest after your Service has terminated for any reason.

          By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed.

Optionee:	& nbsp;
	(Signature)
Company:	& nbsp;
	(Signature)
	Title:

Attachment

1

REDWOOD EMPIRE BANCORP
2001 STOCK OPTION PLAN

INCENTIVE STOCK OPTION AGREEMENT

The Plan and Other Agreements	The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan.
	This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.
Incentive Stock Option	This Option is intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly. If you cease to be an employee of the Company, a Subsidiary or of a Parent but continue to provide Service, this Option will be deemed a Nonstatutory Stock Option three (3) months after you cease to be an employee. In addition, to the extent that all or part of this Option exceeds the $100,000 rule of section 422(d) of the Code, this Option or the lesser excess part will be treated as a Nonstatutory Stock Option.
Vesting	This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet.
Term	Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.
Regular Termination	If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.
Termination for Cause	If your Service is terminated for Cause, as determined by the Board in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any other

2

	intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “cause” for purposes other than this Agreement.
Death	If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.
Disability	If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
Leaves of Absence	For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, this Option will cease to be treated as an Incentive Stock Option three (3) months after you went on leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.
	The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Notice of Exercise	When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
	If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

3

Form of Payment When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:

•   Cash, your personal check, a cashier’s check or a money order.

•   Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price.

•   To the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

Withholding Taxes

You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option.

Restrictions on Exercise and Resale

By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit

4

	the periods during which this Option shall be exercisable.
	If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.
Transfer of Option	Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will.
	Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.
Retention Rights	Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
Shareholder Rights	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your Option’s Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
Adjustments	In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of California.

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

5

EX-4.11

Exhibit 4.11

ASSUMPTION AND AMENDMENT OF REDWOOD EMPIRE BANCORP
NON-STATUTORY (NON-QUALIFIED) STOCK OPTION AGREEMENT

                    THIS AGREEMENT is entered into as of ___, 2005 with respect to that certain Non-Statutory (Non-Qualified) Stock Option Agreement dated as of ___(the “Agreement”) between Redwood Empire Bancorp, a California corporation (“REBC”) and ___(“Optionee”) pursuant to REBC’s [1991 Stock Option Plan] [2001 Stock Option Plan] (the “Plan”).

W I T N E S S E T H:

               WHEREAS, REBC and Optionee have entered into the Agreement pursuant to which Optionee has been granted an option to purchase shares REBC’s common stock, on the terms and conditions of the Agreement and the Plan; and

          WHEREAS, on the date REBC is acquired by Westamerica Bancorporation (the “Corporation”) (the “Effective Date”), REBC will merge with and into the Corporation pursuant to a merger agreement and REBC’s wholly-owned subsidiary National Bank of the Redwoods will merge with and into the Corporation’s wholly-owned subsidiary Westamerica Bank (the “Merger”); and

          WHEREAS, as of the Effective Date, shares of REBC common stock subject to the Agreement will be replaced with shares of the common stock of the Corporation with the number of shares subject to this Agreement and the option exercise price adjusted by the exchange ratio established in the Merger Agreement; and

          WHEREAS, the Corporation has adopted the Plan as a plan of the Corporation which continues to apply to options outstanding thereunder which remain in effect and unexercised on the Effective Date, except as amended and modified hereby; and

          WHEREAS, the parties desire to amend the Agreement in the respect described herein.

          NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and subject to completion of the Merger, the parties hereto agree as follows:

          1. On the Effective Date, the Corporation agrees to assume all obligations of REBC under the Agreement and options to purchase the common stock of the under the applicable REBC Plan shall be substituted for options to purchase the shares of REBC common stock under the applicable Plan. The substitution is not intended to comply with section 424(a) of the Internal Revenue Code of 1986, as amended. The number of shares subject to this Agreement and the Agreement’s exercise price, after adjustment by the exchange rate, shall be ___and $xx.xx, respectively.

          2. The Corporation acknowledges that the right to exercise all options under the Agreement will be fully vested on the Effective Date.

1

          3. Except as herein amended, the Agreement shall remain in full force and effect.

WESTAMERICA BANCORPORATION

By                                                                                 

                David L. Payne
                Chairman, President & CEO

Agreed to this _____ day of

_______________, 2005

                                                                                
Signature of Optionee

2

EX-4.12

Exhibit 4.12

ASSUMPTION AND AMENDMENT OF REDWOOD EMPIRE BANCORP
INCENTIVE STOCK OPTION AGREEMENT

                    THIS AGREEMENT is entered into as of ___, 2005 with respect to that certain Incentive Stock Option Agreement dated as of ___(the “Agreement”) between Redwood Empire Bancorp, a California corporation (“REBC”) and ___(“Optionee”) pursuant to REBC’s [1991 Stock Option Plan] [2001 Stock Option Plan] (the “Plan”).

W I T N E S S E T H:

                    WHEREAS, REBC and Optionee have entered into the Agreement pursuant to which Optionee has been granted an option to purchase shares REBC’s common stock, on the terms and conditions of the Agreement and the Plan; and

          WHEREAS, on the date REBC is acquired by Westamerica Bancorporation (the “Corporation”) (the “Effective Date”), REBC will merge with and into the Corporation pursuant to a merger agreement and REBC’s wholly-owned subsidiary National Bank of the Redwoods will merge with and into the Corporation’s wholly-owned subsidiary Westamerica Bank (the “Merger”); and

          WHEREAS, as of the Effective Date, shares of REBC common stock subject to the Agreement will be replaced with shares of the common stock of the Corporation with the number of shares subject to this Agreement and the option exercise price adjusted by the exchange ratio established in the Merger Agreement; and

          WHEREAS, the Corporation has adopted the Plan as a plan of the Corporation which continues to apply to options outstanding thereunder which remain in effect and unexercised on the Effective Date, except as amended and modified hereby; and

          WHEREAS, the parties desire to amend the Agreement in the respect described herein.

          NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and subject to completion of the Merger, the parties hereto agree as follows:

          3. On the Effective Date, the Corporation agrees to assume all obligations of REBC under the Agreement and options to purchase the common stock of the under the applicable REBC Plan shall be substituted for options to purchase the shares of REBC common stock under the applicable Plan. The substitution is intended to comply with section 424(a) of the Internal Revenue Code of 1986, as amended. The number of shares subject to this Agreement and the Agreement’s exercise price, after adjustment by the exchange rate, shall be ___and $xx.xx, respectively.

          4. The Corporation acknowledges that the right to exercise all options under the Agreement will be fully vested on the Effective Date.

1

          5. Except as herein amended, the Agreement shall remain in full force and effect.

WESTAMERICA BANCORPORATION

By                                                                                 

                David L. Payne
                Chairman, President & CEO

Agreed to this _____ day of

_______________, 2005

                                                                                
Signature of Optionee

2

EX-4.13

Exhibit 4.13

ASSUMPTION AND AMENDMENT OF REDWOOD EMPIRE BANCORP
NON-STATUTORY (NON-QUALIFIED) STOCK OPTION AGREEMENT

                    THIS AGREEMENT is entered into as of ___, 2005 with respect to that certain Non-Statutory (Non-Qualified) Stock Option Agreement dated December 1, 2003 (the “Agreement”) between Redwood Empire Bancorp, a California corporation (“REBC”) and Stephen A. Fleming (“Optionee”).

W I T N E S S E T H:

                    WHEREAS, REBC and Optionee have entered into the Agreement pursuant to which Optionee has been granted an option to purchase shares REBC’s common stock; and

          WHEREAS, on the date REBC is acquired by Westamerica Bancorporation (the “Corporation”) (the “Effective Date”), REBC will merge with and into the Corporation pursuant to a merger agreement and REBC’s wholly-owned subsidiary National Bank of the Redwoods will merge with and into the Corporation’s wholly-owned subsidiary Westamerica Bank (the “Merger”); and

          WHEREAS, as of the Effective Date, shares of REBC common stock subject to the Agreement will be replaced with shares of the common stock of the Corporation with the number of shares subject to this Agreement and the option exercise price adjusted by the exchange ratio established in the Merger Agreement; and

          WHEREAS, the Corporation has adopted REBC’s obligations under the Agreement which continues to apply to options outstanding thereunder which remain in effect and unexercised on the Effective Date, except as amended and modified hereby; and

          WHEREAS, the parties desire to amend the Agreement in the respect described herein.

          NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and subject to completion of the Merger, the parties hereto agree as follows:

          5. On the Effective Date, the Corporation agrees to assume all obligations of REBC under the Agreement and options to purchase the common stock of the Corporation under the Agreement shall be substituted for options to purchase the shares of REBC common stock. The substitution is not intended to comply with section 424(a) of the Internal Revenue Code of 1986, as amended. The number of shares subject to this Agreement and the Agreement’s exercise price, after adjustment by the exchange rate, shall be ___and $xx.xx, respectively.

          6. The Corporation acknowledges that the right to exercise all options under the Agreement will be fully vested on the Effective Date.

1

          5. Except as herein amended, the Agreement shall remain in full force and effect.

WESTAMERICA BANCORPORATION

By                                                                                 

               David L. Payne
               Chairman, President & CEO

Agreed to this _____ day of

_______________, 2005

                                                                                
Signature of Optionee

2

EX-24

Exhibit 24

POWER OF ATTORNEY

               Know all men by these presents that each of the undersigned does hereby make, constitute and appoint David L. Payne and Jennifer J. Finger, or either of them, as the true and lawful attorney-in-fact of the undersigned, with full power of substitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver Registration Statements on Form S-8 to register shares of common stock to be issued pursuant to option grants under Section 2.6 of the Agreement and Plan of Reorganization dated as of August 25, 2004 with Westamerica Bank, Redwood Empire Bancorp and its subsidiary bank National Bank of the Redwoods, and any and all amendments thereto, including without limitation pre-effective and post-effective amendments thereto; such Forms S-8 and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in such matter as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.

               In witness whereof, each of the undersigned has duly executed this Power of Attorney.

/s/ Etta Allen      Etta Allen	January 26, 2005
/s/ Louis E. Bartolini
	February 3, 2005
Louis E. Bartolini
/s/ E. Joseph Bowler
	February 4, 2005
E. Joseph Bowler
/s/ Arthur C. Latno, Jr.
	February 3, 2005
Arthur C. Latno, Jr.
/s/ Patrick D. Lynch
	February 5, 2005
Patrick D. Lynch
/s/ Catherine Cope MacMillan
	February 3, 2005
Catherine Cope MacMillan
/s/ Ronald A. Nelson
	February 3, 2005
Ronald A. Nelson
/s/ Carl R. Otto
	February 3, 2005
Carl R. Otto
/s/ Edward B. Sylvester
	February 4, 2005
Edward B. Sylvester

1