Westamerica Merger Consideration for Redwood Empire Bancorp Shares

    Business Editors

    SAN RAFAEL, Calif.--(BUSINESS WIRE)--Jan. 28, 2005--In our press release of January 26, 2005, the sentence describing the hypothetical merger consideration based on the average closing price of Westamerica Bancorporation (Nasdaq:WABC) common stock for the 20 trading days ending January 26, 2005, should have indicated that Redwood Empire Bancorp (Nasdaq:REBC) shareholders would receive Westamerica common stock valued at approximately $17.29 plus cash of $11.37 for total consideration of $28.66 for each share of Redwood Empire Bancorp (instead of cash of $11.27 and total consideration of $28.56).
    Westamerica Bancorporation Web Address: www.westamerica.com

    FORWARD-LOOKING INFORMATION:

    The following appears in accordance with the Private Securities Litigation Reform Act of 1995:
    This press release may contain forward-looking statements about the Company, including descriptions of plans or objectives of its management for future operations, products or services, and forecasts of its revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may."
    Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond the Company's control - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. The Company's most recent annual and quarterly reports filed with the Securities and Exchange Commission, including the Company's Form 10-Q for the quarter ended September 30, 2004 and Form 10-K for the year ended December 31, 2003, describe some of these factors, including certain credit, market, operational, liquidity and interest rate risks associated with the Company's business and operations. Other factors described in these reports include changes in business and economic conditions, competition, fiscal and monetary policies, disintermediation, legislation including the Sarbanes-Oxley Act of 2002 and the Gramm-Leach-Bliley Act of 1999, the combination of the former Kerman State Bank and other mergers and acquisitions.
    Westamerica has filed a registration statement on Form S-4 with the SEC in connection with the proposed merger. Westamerica Bancorporation and Redwood Empire Bancorp also filed a proxy statement/prospectus and other information with the SEC. Investors and security holders are advised to read the proxy statement/prospectus and these materials, because they contain important information.
    Redwood Empire Bancorp and its officers and directors may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction matters. Information regarding such individuals is included in the Annual Report on Form 10-K filed by Redwood Empire Bancorp with the SEC on March 30, 2004, and in the Definitive Proxy Statement on Schedule 14A filed by Redwood Empire Bancorp with the SEC on April 14, 2004 and was incorporated by reference in the proxy statement/prospectus relating to the merger.
    Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by Westamerica Bancorporation and Redwood Empire Bancorp with the SEC at the SEC's web site at http://www.sec.gov. For investor information on Westamerica Bancorporation at no charge, visit "http://www.westamerica.com/investor_relations/index.html" or call 707-863-6992. Free copies of Redwood Empire Bancorp's filings may be obtained by directing a request to Redwood Empire Bancorp, attention Corporate Secretary, 111 Santa Rosa Avenue, Santa Rosa, California 95404-4905; Telephone: (707) 573-4800.
    Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date forward looking statements are made.

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CONTACT: Westamerica Bancorporation Robert A. Thorson, 707-863-6840 (SVP & Treasurer)

KEYWORD: CALIFORNIA INDUSTRY KEYWORD: BANKING MERGERS/ACQ SOURCE: Westamerica Bancorporation

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