WESTAMERICA BANCORPORATION - Annual Report: 2006 (Form 10-K)

TABLE OF CONTENTS

			Page
PART I
Item 1       Business			3
Item 1A    Risk Factors			9
Item 1B    Unresolved Staff Comments			11
Item 2       Properties			11
Item 3       Legal Proceedings			11
Item 4       Submission of Matters to a Vote of Security Holders			11
PART II
Item 5       Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			12
Item 6       Selected Financial Data			15
Item 7       Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 7A    Quantitative and Qualitative Disclosures About Market Risk			36
Item 8       Financial Statements and Supplementary Data			37
Item 9       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			69
Item 9A    Controls and Procedures			69
Item 9B     Other Information			69
PART III
Item 10     Directors, Executive Officers and Corporate Governance			69
Item 11     Executive Compensation			70
Item 12     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			70
Item 13     Certain Relationships, Related Transactions and Director Independence			70
Item 14     Principal Accountant Fees and Services			70
PART IV
Item 15     Exhibits, Financial Statement Schedules			70
Signatures			71
Exhibit Index			72
EXHIBIT 3.(b)
EXHIBIT 21
EXHIBIT 23.(a)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements about Westamerica Bancorporation for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Management’s current knowledge and belief and include information concerning the Company’s possible or assumed future financial condition and results of operations. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. These factors include but are not limited to (1) a slowdown in the national and California economies; (2) economic uncertainty created by terrorist threats and attacks on the United States and the actions taken in response; (3) the prospect of additional terrorist attacks in the United States and the uncertain effect of these events on the national and regional economies; (4) changes in the interest rate environment; (5) changes in the regulatory environment; (6) increasing competitive pressure in the banking industry ; (7) operational risks including data processing system failures or fraud; (8) the effect of acquisitions and integration of acquired businesses; (9) volatility of rate sensitive deposits and loans; (10) asset/liability matching risks and liquidity risks; and (11) changes in the securities markets. The Company undertakes no obligation to update any forward-looking statements in this report. See also “Risk Factors” in Item 1A and other risk factors discussed elsewhere in this Report.

PART I

ITEM 1. BUSINESS

WESTAMERICA BANCORPORATION (the “Company”) is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHCA”). Its legal headquarters are located at 1108 Fifth Avenue, San Rafael, California 94901. Principal administrative offices are located at 4550 Mangels Boulevard, Fairfield, California 94534 and its telephone number is (707) 863-6000. The Company provides a full range of banking services to individual and corporate customers in Northern and Central California through its subsidiary bank, Westamerica Bank (“WAB” or the “Bank”). The principal communities served are located in Northern and Central California, from Mendocino, Lake and Nevada Counties in the North to Kern County in the South. The Company’s strategic focus is on the banking needs of small businesses. In addition, the Company also owns 100% of the capital stock of Community Banker Services Corporation, a company engaged in providing the Company and its subsidiaries with data processing services and other support functions.

The Company was incorporated under the laws of the State of California in 1972 as “Independent Bankshares Corporation” pursuant to a plan of reorganization among three previously unaffiliated Northern California banks. The Company operated as a multi-bank holding company until mid-1983, at which time the then six subsidiary banks were merged into a single bank named Westamerica Bank and the name of the holding company was changed to Westamerica Bancorporation.

The Company acquired five additional banks within its immediate market area during the early to mid 1990’s. In April, 1997, the Company acquired ValliCorp Holdings, Inc., parent company of ValliWide Bank, the largest independent bank holding company headquartered in Central California. Under the terms of all of the merger agreements, the Company issued shares of its common stock in exchange for all of the outstanding shares of the acquired institutions. The subsidiary banks acquired were merged with and into WAB. These business combinations were accounted for as poolings-of-interests.

In August, 2000, the Company acquired First Counties Bank. The acquisition was valued at approximately $19.7 million and was accounted for using the purchase accounting method. The assets and liabilities of First Counties Bank were fully merged into WAB in September 2000. First Counties Bank had $91 million in assets and offices in Lake, Napa, and Colusa counties.

In June of 2002 the Company acquired Kerman State Bank. The acquisition was valued at approximately $14.6 million and was accounted for using the purchase accounting method. The assets and liabilities of Kerman State Bank were fully merged into WAB immediately upon consummation of the merger. Kerman State Bank had $95 million in assets and three offices in Fresno county.

On March 1, 2005, the Company acquired Santa Rosa based Redwood Empire Bancorp, the parent company of National Bank of the Redwoods (NBR). The acquisition was valued at approximately $153 million and was accounted for using the purchase accounting method. The assets and liabilities of NBR were fully merged into WAB as of close of business day on March 11, 2005. As of March 1, 2005, NBR had approximately $440 million in loans and $370 million in deposits.

At December 31, 2006, the Company had consolidated assets of approximately $4.8 billion, deposits of approximately $3.5 billion and shareholders’ equity of approximately $424.2 million. The Company and its subsidiaries employed approximately 890 full-time equivalent staff as of December 31, 2006.

The Company makes available free of charge its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as well as beneficial ownership reports on Forms 3, 4 and 5 as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) through its website (http://www.westamerica.com). Such documents are also available through the SEC’s website (http://www.sec.gov). Requests for the Form 10-K annual report, as well as the Company’s director, officer and employee Code of Conduct and Ethics, can also be submitted to:

Westamerica Bancorporation
Corporate Secretary A-2M
Post Office Box 1200

Suisun City, California 94585-1200

Supervision and Regulation

The following is not intended to be an exhaustive description of the statutes and regulations applicable to the Company’s or the Bank’s business. The description of statutory and regulatory provisions is qualified in its entirety by reference to the particular statutory or regulatory provisions. Moreover, major new legislation and other regulatory changes affecting the Company, the Bank, banking, and the financial services industry in general have occurred in the last several years and can be expected to occur in the future. The nature, timing and impact of new and amended laws and regulations cannot be accurately predicted.

Regulation and Supervision of Bank Holding Companies

The Company is a bank holding company subject to the BHCA. The Company reports to, is registered with, and may be examined by, the Board of Governors of the Federal Reserve System (“FRB”). The FRB also has the authority to examine the Company’s subsidiaries. The costs of any examination by the FRB are payable by the Company. The Company is a bank holding company within the meaning of Section 3700 of the California Financial Code. As such, the Company and the Bank are subject to examination by, and may be required to file reports with, the California Commissioner of Financial Institutions (the “Commissioner”).

The FRB has significant supervisory and regulatory authority over the Company and its affiliates. The FRB requires the Company to maintain certain levels of capital. See “Capital Standards.” The FRB also has the authority to take enforcement action against any bank holding company that commits any unsafe or unsound practice, or violates certain laws, regulations or conditions imposed in writing by the FRB. Under the BHCA, the Company is required to obtain the prior approval of the FRB before it acquires, merges or consolidates with any bank or bank holding company. Any company seeking to acquire, merge or consolidate with the Company also would be required to obtain the prior approval of the FRB.

The Company is generally prohibited under the BHCA from acquiring ownership or control of more than 5% of any class of voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in activities other than banking, managing banks, or providing services to affiliates of the holding company. However, a bank holding company, with the approval of the FRB, may engage, or acquire the voting shares of companies engaged, in activities that the FRB has determined to be closely related to banking or managing or controlling banks. A bank holding company must demonstrate that the benefits to the public of the proposed activity will outweigh the possible adverse effects associated with such activity.

The FRB generally prohibits a bank holding company from declaring or paying a cash dividend that would impose undue pressure on the capital of subsidiary banks or would be funded only through borrowing or other arrangements which might adversely affect a bank holding company’s financial position. Under the FRB policy, a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. See the section entitled “Restrictions on Dividends and Other Distributions” for additional restrictions on the ability of the Company and the Bank to pay dividends.

Transactions between the Company and the Bank are restricted under Regulation W, which became effective on April 1, 2003. The regulation codifies prior interpretations of the FRB and its staff under Sections 23A and 23B of the Federal Reserve Act. In general, subject to certain specified exemptions, a bank or its subsidiaries are limited in their ability to engage in “covered transactions” with affiliates: (a) to an amount equal to 10% of the bank’s capital and surplus, in the case of covered transactions with any one affiliate; and (b) to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates. The Company is considered to be an affiliate of the Bank.

A “covered transaction” includes, among other things, a loan or extension of credit to an affiliate; a purchase of securities issued by an affiliate; a purchase of assets from an affiliate, with some exceptions; and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

Federal regulations governing bank holding companies and change in bank control (Regulation Y) provide for a streamlined and expedited review process for bank acquisition proposals submitted by well-run bank holding companies. These provisions of Regulation Y are subject to numerous qualifications, limitations and restrictions. In order for a bank holding company to qualify as “well-run,” both it and the insured depository institutions which it controls must meet the “well capitalized” and “well managed” criteria set forth in Regulation Y.

On March 11, 2000, the Gramm-Leach-Bliley Act (the “GLBA”), or the Financial Services Act of 1999 became effective. The GLBA repealed provisions of the Glass-Steagall Act, which had prohibited commercial banks and securities firms from affiliating with each other and engaging in each other’s businesses. Thus, many of the barriers prohibiting affiliations between commercial banks and securities firms have been eliminated.

The BHCA was also amended by the GLBA to allow new “financial holding companies” (“FHCs”) to offer banking, insurance, securities and other financial products to consumers. Specifically, the GLBA amended section 4 of the BHCA in order to provide for a framework for the engagement in new financial activities. A bank holding company (“BHC”) may elect to become an FHC if all its subsidiary depository institutions are well capitalized and well managed. If these requirements are met, a BHC may file a certification to that effect with the FRB and declare that it elects to become an FHC. After the certification and declaration is filed, the FHC may engage either de novo or though an acquisition in any activity that has been determined by the FRB to be financial in nature or incidental to such financial activity. BHCs may engage in financial activities without prior notice to the FRB if those activities qualify under the new list of permissible activities in section 4(k) of the BHCA. However, notice must be given to the FRB within 30 days after an FHC has commenced one or more of the financial activities. The Company has not elected to become an FHC.

Under the GLBA, Federal Reserve member banks, subject to various requirements, as well as national banks, are permitted to engage through “financial subsidiaries” in certain financial activities permissible for affiliates of FHCs. However, to be able to engage in such activities the Bank must also be well capitalized and well managed and have received at least a “satisfactory” rating in its most recent Community Reinvestment Act examination. The Company cannot be certain of the future effect of the foregoing legislation on its business, although there is likely to be consolidation among financial services institutions and increased competition for the Company.

Regulation and Supervision of Banks

The Bank is a California state-chartered bank, is insured by the Federal Deposit Insurance Corporation (the “FDIC”) and is a member bank of the Federal Reserve System. As such, the Bank is subject to regulation, supervision and regular examination by the California Department of Financial Institutions (“DFI”) and the FRB. As a member bank of the Federal Reserve System, the Bank’s primary federal regulator is the FRB. The regulations of these agencies affect most aspects of the Bank’s business and prescribe permissible types of loans and investments, the amount of required reserves, requirements for branch offices, the permissible scope of its activities and various other requirements.

In addition to federal banking law, the Bank is also subject to applicable provisions of California law. Under California law, the Bank is subject to various restrictions on, and requirements regarding, its operations and administration including the maintenance of branch offices and automated teller machines, capital requirements, deposits and borrowings, shareholder rights and duties, and investment and lending activities.

California law permits a state-chartered bank to invest in the stock and securities of other corporations, subject to a state-chartered bank receiving either general authorization or, depending on the amount of the proposed investment, specific authorization from the Commissioner. However, because the Bank is a member of the Federal Reserve System, its investment authority is limited by regulations promulgated by the FRB. In addition, the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) imposes limitations on the activities and equity investments of state chartered, federally insured banks. FDICIA also prohibits a state bank from making an investment or engaging in any activity as a principal that is not permissible for a national bank, unless the Bank is adequately capitalized and the FDIC approves the investment or activity after determining that such investment or activity does not pose a significant risk to the deposit insurance fund.

Capital Standards

The federal banking agencies have risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions such as letters of credit and recourse arrangements, which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. government securities, to 100% for assets with relatively higher credit risk, such as certain loans.

A banking organization’s risk-based capital ratios are obtained by dividing its qualifying capital by its total risk-adjusted assets and off balance sheet items.

The federal banking agencies take into consideration concentrations of credit risk and risks from nontraditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital. This evaluation is made as a part of the institution’s regular safety and soundness examination. The federal banking agencies also consider interest rate risk (related to the interest rate sensitivity of an institution’s assets and liabilities, and its off balance sheet financial instruments) in the evaluation of a bank’s capital adequacy.

As of December 31, 2006, the Company’s and the Bank’s respective ratios exceeded applicable regulatory requirements. See Note 10 to the consolidated financial statements for capital ratios of the Company and the Bank, compared to the standards for well capitalized depository institutions and for minimum capital requirements.

Prompt Corrective Action and Other Enforcement Mechanisms

FDICIA requires each federal banking agency to take prompt corrective action to resolve the problems of insured depository institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios.

An institution that, based upon its capital levels, is classified as “well capitalized,” “adequately capitalized” or “undercapitalized” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions. In addition to measures taken under the prompt corrective action provisions, commercial banking organizations may be subject to potential enforcement actions by the federal banking agencies for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency.

Safety and Soundness Standards

FDICIA also implemented certain specific restrictions on transactions and required federal banking regulators to adopt overall safety and soundness standards for depository institutions related to internal control, loan underwriting and documentation and asset growth. Among other things, FDICIA limits the interest rates paid on deposits by undercapitalized institutions, restricts the use of brokered deposits, limits the aggregate extensions of credit by a depository institution to an executive officer, director, principal shareholder or related interest, and reduces deposit insurance coverage for deposits offered by undercapitalized institutions for deposits by certain employee benefits accounts. The federal banking agencies may require an institution to submit to an acceptable compliance plan as well as have the flexibility to pursue other more appropriate or effective courses of action given the specific circumstances and severity of an institution’s noncompliance with one or more standards.

Federal banking agencies require banks to maintain adequate valuation allowances for potential credit losses. The Company has an internal staff that continually reviews loan quality and ultimately reports to the Board of Directors. This analysis includes a detailed review of the classification and categorization of problem loans, assessment of the overall quality and collectibility of the loan portfolio, consideration of loan loss experience, trends in problem loans, concentration of credit risk, and current economic conditions, particularly in the Bank’s market areas. Based on this analysis, management, with the review and approval of the Board, determines the adequate level of allowance required. The allowance is allocated to different segments of the loan portfolio, but the entire allowance is available for the loan portfolio in its entirety.

Restrictions on Dividends and Other Distributions

The power of the board of directors of an insured depository institution to declare a cash dividend or other distribution with respect to capital is subject to statutory and regulatory restrictions which limit the amount available for such distribution depending upon the earnings, financial condition and cash needs of the institution, as well as general business conditions. FDICIA prohibits insured depository institutions from paying management fees to any controlling persons or, with certain limited exceptions, making capital distributions, including dividends, if, after such transaction, the institution would be undercapitalized.

In addition to the restrictions imposed under federal law, banks chartered under California law generally may only pay cash dividends to the extent such payments do not exceed the lesser of retained earnings of the bank or the bank’s net income for its last three fiscal years (less any distributions to shareholders during this period). In the event a bank desires to pay cash dividends in excess of such amount, the bank may pay a cash dividend with the prior approval of the Commissioner in an amount not exceeding the greatest of the bank’s retained earnings, the bank’s net income for its last fiscal year or the bank’s net income for its current fiscal year.

The federal banking agencies also have the authority to prohibit a depository institution from engaging in business practices which are considered to be unsafe or unsound, possibly including payment of dividends or other payments under certain circumstances even if such payments are not expressly prohibited by statute.

Premiums for Deposit Insurance and Assessments for Examinations

The Bank’s deposits are insured by the Bank Insurance Fund (BIF) administered by the FDIC. FDICIA established several mechanisms to increase funds to protect deposits insured by the BIF administered by the FDIC. The FDIC is authorized to borrow up to $30 billion from the United States Treasury; up to 90% of the fair market value of assets of institutions acquired by the FDIC as receiver from the Federal Financing Bank; and from depository institutions which are members of the BIF. Any borrowings not repaid by asset sales are to be repaid through insurance premiums assessed to member institutions. Such premiums must be sufficient to repay any borrowed funds within 15 years and provide insurance fund reserves of $1.25 for each $100 of insured deposits. FDICIA also provides authority for special assessments against insured deposits.

Congress adopted the Federal Deposit Insurance Reform Act of 2005 as part of the Deficit Reduction Act of 2005 and President Bush signed it on February 8, 2006 and a companion bill, the Federal Deposit Insurance Reform Conforming Amendments Act of 2005, on February 15, 2006. This legislation provides for:

- merging the BIF and SAIF deposit insurance funds;

- annually adjusting the minimum insurance fund reserve ratio between $1.15 and $1.50 per $100 of insured deposits;

- increasing deposit coverage for retirement accounts to $250,000,

- indexing the insurance level for inflation, with any increases approved by the FDIC and National Credit Union Administration on a five-year cycle beginning in 2010 after review of the state of the deposit insurance fund and related factors;

- credits of up to $4.7 billion to offset premiums for banks that capitalized the FDIC by 1996; and

- an historical basis concept for distributing credits and dividends to reflect past contributions to the insurance funds.

In the fourth quarter of 2006, the FDIC adopted two final rules implementing the Federal Deposit Insurance Reform Act of 2005. One rule creates a new system for risk- based assessments and sets assessment rates beginning January 1, 2007. Assessment rates are three basis points above the base rates, ranging from 5 to 7 basis for Risk Category I institutions, 10 basis points for Risk Category II institutions, 28 basis points for Risk Category III institutions, and 43 basis points for Risk Category IV institutions. The Bank is categorized as a Risk Category I institution. The other rule sets the designated reserve ratio at 1.25 percent. In October of 2006, FDIC’s Board adopted a final rule governing the distribution and use of the $4.7 billion one-time assessment credit and a temporary final rule that expires at the end of 2009 governing dividends from the insurance fund. The Bank had assessment credits of approximately $5 million as of December 31, 2006.

Community Reinvestment Act and Fair Lending Developments

The Bank is subject to certain fair lending requirements and reporting obligations involving home mortgage lending operations and Community Reinvestment Act (“CRA”) activities. The CRA generally requires the federal banking agencies to evaluate the record of financial institutions in meeting the credit needs of their local communities, including low and moderate income neighborhoods. In addition to substantive penalties and corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and CRA into account when regulating and supervising other activities.

Financial Privacy Legislation

The GLBA, in addition to the previously described changes in permissible nonbanking activities permitted to banks, BHCs and FHCs, also required the federal banking agencies, among other federal regulatory agencies, to adopt regulations governing the privacy of consumer financial information. The FRB adopted such regulations with an effective date of November 13, 2000, and a date of full compliance with the regulations on July 1, 2001. The Bank is subject to the FRB’s regulations.

Customer Information Security

The federal bank regulatory agencies have established standards for safeguarding nonpublic personal information about customers that implement provisions of the GLBA (the “Guidelines”). Among other things, the Guidelines require each financial institution, under the supervision and ongoing oversight of its Board of Directors or an appropriate committee thereof, to develop, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, to protect against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.

U.S.A. PATRIOT Act

On October 26, 2001, the President signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 or the “USA Patriot Act.” Title III of the Act is the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. It includes numerous provisions for fighting international money laundering and blocking terrorist access to the U.S. financial system. The goal of Title III is to prevent the U.S. financial system and the U.S. clearing mechanisms from being used by parties suspected of terrorism, terrorist financing and money laundering.

The provisions of Title III of the USA Patriot Act which affect banking organizations, including the Bank, are generally set forth as amendments to the Bank Secrecy Act. These provisions relate principally to U.S. banking organizations’ relationships with foreign banks and with persons who are resident outside the United States. The USA Patriot Act does not immediately impose any new filing or reporting obligations for banking organizations, but does require certain additional due diligence and recordkeeping practices. Some requirements take effect without the issuance of regulations. Other provisions were implemented through regulations promulgated by the U.S. Department of the Treasury, in consultation with the FRB and other federal financial institutions regulators.

Sarbanes-Oxley Act of 2002

On July 30, 2002, the U.S. Congress enacted the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). The stated goals of Sarbanes-Oxley are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. Sarbanes-Oxley generally applies to all companies, both U.S. and non-U.S., that file or are required to file periodic reports under the Securities Exchange Act of 1934 (the “Exchange Act”).

Sarbanes-Oxley includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues. Sarbanes-Oxley represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees and public company shareholders.

Sarbanes-Oxley addresses, among other matters: (i) independent audit committees for reporting companies whose securities are listed on national exchanges or automated quotation systems (the “Exchanges”) and expanded duties and responsibilities for audit committees; (ii) certification of financial statements by the chief executive officer and the chief financial officer; (iii) the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement; (iv) a prohibition on insider trading during pension plan black out periods; (v) disclosure of off-balance sheet transactions; (vi) a prohibition on personal loans to directors and officers under most circumstances with exceptions for certain normal course transactions by regulated financial institutions; (vii) expedited electronic filing requirements related to trading by insiders in an issuer’s securities on Form 4; (viii) disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code; (ix) accelerated filing of periodic reports; (x) the formation of the Public Company Accounting Oversight Board (“PCAOB”) to oversee public accounting firms and the audit of public companies that are subject to the securities laws; (xi) auditor independence; (xii) internal control evaluation and reporting; and (xiii) various increased criminal penalties for violations of securities laws.

Given the extensive role of the SEC, the PCAOB and the Exchanges in implementing rules relating to Sarbanes-Oxley’s new requirements, the federalization of certain elements traditionally within the sphere of state corporate law, the impact of Sarbanes-Oxley on reporting companies have been and will continue to be significant.

Pending Legislation

Changes to state laws and regulations (including changes in interpretation or enforcement) can affect the operating environment of BHCs and their subsidiaries in substantial and unpredictable ways. From time to time, various legislative and regulatory proposals are introduced. These proposals, if codified, may change banking statutes and regulations and the Company’s operating environment in substantial and unpredictable ways. If codified, these proposals could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. The Company cannot accurately predict whether those changes in laws and regulations will occur, and, if those changes occur, the ultimate effect they would have upon our financial condition or results of operations. It is likely, however, that the current high level of enforcement and compliance-related activities of federal and state authorities will continue and potentially increase.

Competition

In the past, WAB’s principal competitors for deposits and loans have been other banks (particularly major banks), savings and loan associations and credit unions. To a lesser extent, competition was also provided by thrift and loans, mortgage brokerage companies and insurance companies. Other institutions, such as brokerage houses, mutual fund companies, credit card companies, and certain retail establishments have offered investment vehicles which also compete with banks for deposit business. Federal legislation in recent years has encouraged competition between different types of financial institutions and fostered new entrants into the financial services market, and it is anticipated that this trend will continue.

The enactment of the Interstate Banking and Branching Act in 1994 and the California Interstate Banking and Branching Act of 1995 have increased competition within California. Regulatory reform, as well as other changes in federal and California law will also affect competition. While the future impact of these changes, and of other proposed changes, cannot be predicted with certainty, it is clear that the business of banking in California will remain highly competitive.

Legislative changes, as well as technological and economic factors, can be expected to have an ongoing impact on competitive conditions within the financial services industry. As an active participant in the financial markets, the Company believes that it continually adapts to these changing competitive conditions.

ITEM 1A. RISK FACTORS

Readers and prospective investors in the Company’s securities should carefully consider the following risk factors as well as the other information contained or incorporated by reference in this report.

The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations. This report is qualified in its entirety by these risk factors.

If any of the following risks actually occur, the Company’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the company’s securities could decline significantly, and investors could lose all or part of their investment in the Company’s common stock.

Market and Interest Rate Risk

Changes in interest rates could reduce income and cash flow.

The discussion in this report under “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations — Asset and Liability Management” and “- Liquidity” and “Item 7A Quantitative and Qualitative Disclosures About Market Risk” is incorporated by reference in this paragraph. The Bank’s income and cash flow depend to a great extent on the difference between the interest earned on loans and investment securities, the interest paid on deposits and other borrowings and the Company’s success in competing for deposits. The Company cannot control or prevent changes in the level of interest rates. They fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies, in particular, the FRB. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits and other liabilities.

Risks Related to the Nature and Geographical Location of the Company’s Business

The Bank invests in loans that contain inherent credit risks that may cause the Company to incur losses.

The Company can provide no assurance that the credit quality of the loan portfolio will not deteriorate in the future and that such deterioration will not adversely affect the Company.

The Company’s operations are concentrated geographically in California, and poor economic conditions may cause the Company to incur losses.

Substantially all of the Bank’s business is located in California. A portion of the loan portfolio of the Company is dependent on real estate. At December 31, 2006, real estate served as the principal source of collateral with respect to approximately 59% of the Bank’s loan portfolio. The Bank’s financial condition and operating results will be subject to changes in economic conditions in California. In the early to mid-1990s, California experienced a significant and prolonged downturn in its economy, which adversely affected financial institutions. Economic conditions in California are subject to various uncertainties at this time, including the decline in the technology sector, the California state government’s budgetary difficulties and continuing fiscal difficulties. The Company can provide no assurance that conditions in the California economy will not deteriorate in the future and that such deterioration will not adversely effect the Bank.

The markets in which the Company operates are subject to the risk of earthquakes and other natural disasters.

Most of the properties of the Company are located in California. Also most of the real and personal properties which currently secure some of the Bank’s loans are located in California. California is a state which is prone to earthquakes, brush fires, flooding and other natural disasters. In addition to possibly sustaining damage to its own properties, if there is a major earthquake, flood, fire or other natural disaster, the Bank faces the risk that many of its borrowers may experience uninsured property losses, or sustained job interruption and/or loss which may materially impair their ability to meet the terms of their loan obligations. A major earthquake, flood, fire or other natural disaster in California could have a material adverse effect on the Bank’s business, financial condition, results of operations and cash flows.

Regulatory Risks

Restrictions on dividends and other distributions could limit amounts payable to the Company.

As a holding company, a substantial portion of the Company’s cash flow typically comes from dividends paid by its bank and nonbank subsidiaries. Various statutory provisions restrict the amount of dividends the Company’s subsidiaries can pay to the Company without regulatory approval. In addition, if any of the Company’s subsidiaries were to liquidate, that subsidiary’s creditors will be entitled to receive distributions from the assets of that subsidiary to satisfy their claims against it before the Company, as a holder of an equity interest in the subsidiary, will be entitled to receive any of the assets of the subsidiary.

Adverse effects of changes in banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect the Company.

The Company is subject to significant federal and state regulation and supervision, which is primarily for the benefit and protection of the Bank’s customers and not for the benefit of investors. In the past, the Bank’s business has been materially affected by these regulations. This trend is likely to continue in the future. Laws, regulations or policies, including accounting standards and interpretations currently affecting the Company and the Company’s subsidiaries, may change at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Therefore, the Company’s business may be adversely affected by any future changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement, including legislative and regulatory reactions to the terrorist attack on September 11, 2001 and future acts of terrorism, and major U.S. corporate bankruptcies and reports of accounting irregularities at U.S. public companies.

Additionally, the Bank’s business is affected significantly by the fiscal and monetary policies of the federal government and its agencies. The Company is particularly affected by the policies of the FRB, which regulates the supply of money and credit in the United States of America. Under long- standing policy of the FRB, a BHC is expected to act as a source of financial strength for its subsidiary banks. As a result of that policy, the Company may be required to commit financial and other resources to its subsidiary bank in circumstances where the Company might not otherwise do so. Among the instruments of monetary policy available to the FRB are (a) conducting open market operations in U.S. government securities, (b) changing the discount rates of borrowings by depository institutions, and (c) imposing or changing reserve requirements against certain borrowings by banks and their affiliates. These methods are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. The policies of the FRB may have a material effect on the Company’s business, results of operations and financial condition.

Systems, Accounting and Internal Control Risks

The accuracy of the Company’s judgments and estimates about financial and accounting matters will impact operating results and financial condition.

The discussion under “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in this report and the information referred to in that discussion is incorporated by reference in this paragraph. The Company makes certain estimates and judgments in preparing its financial statements. The quality and accuracy of those estimates and judgments will have an impact on the Company’s operating results and financial condition.

The Company’s information systems may experience an interruption or breach in security.

The Company relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer relationship management and systems. There can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately corrected by the Company. The occurrence of any such failures, interruptions or security breaches could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s controls and procedures may fail or be circumvented.

Management regularly reviews and updates the Company’s internal control over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. The Company maintains controls and procedures to mitigate against risks such as processing system failures and errors, and customer or employee fraud, and maintains insurance coverage for certain of these risks. Any system of controls and procedures, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Events could occur which are not prevented or detected by the Company’s internal controls or are not insured against or are in excess of the Company’s insurance limits. Any failure or circumvention of the Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’s business, results of operations and financial condition.

Shares of Company common stock eligible for future sale could have a dilutive effect on the market for Company common stock and could adversely affect the market price.

The Articles of Incorporation of the Company authorize the issuance of 150 million shares of common stock (and two additional classes of 1 million shares each, denominated “Class B Common Stock” and “Preferred Stock”, respectively) of which approximately 30.5 million were outstanding at December 31, 2006. Pursuant to its stock option plans, at December 31, 2006, the Company had exercisable options outstanding of 3.1 million. As of December 31, 2006, 1.4 million shares of Company common stock remained available for grants under the Company’s stock option plans (and stock purchase plan). Sales of substantial amounts of Company common stock in the public market could adversely affect the market price of its common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

Branch Offices and Facilities

WAB is engaged in the banking business through 87 offices in 21 counties in Northern and Central California including 13 offices in Fresno County, 11 each in Marin and Sonoma Counties, seven in Napa County, five each in Stanislaus, Lake, Kern, Contra Costa and Solano Counties, three each in Alameda and Sacramento Counties, two each in Mendocino, Nevada, Placer and Tulare Counties, and one each in Merced, San Francisco, Tuolumne, Kings, Madera, and Yolo Counties. WAB believes all of its offices are constructed and equipped to meet prescribed security requirements.

The Company owns 28 branch office locations and one administrative facility and leases 69 facilities. Most of the leases contain multiple renewal options and provisions for rental increases, principally for changes in the cost of living index, property taxes and maintenance.

ITEM 3. LEGAL PROCEEDINGS

Neither the Company nor any of its subsidiaries is a party to any material pending legal proceeding, nor is their property the subject of any material pending legal proceeding, except ordinary routine legal proceedings arising in the ordinary course of the Company’s business. None of these proceedings is expected to have a material adverse impact upon the Company’s business, financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the shareholders during the fourth quarter of 2006.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “WABC”. The following table shows the high and the low sales prices for the common stock, for each quarter, as reported by NASDAQ:

		High				Low
2006:
First quarter		$	55.42			$	51.38
Second quarter			52.89				47.20
Third quarter			51.38				45.44
Fourth quarter			51.79				47.96
2005:
First quarter		$	58.44			$	50.82
Second quarter			54.11				48.48
Third quarter			56.25				49.90
Fourth quarter			55.48				47.33

As of February 5, 2007, there were approximately 8,200 shareholders of record of the Company’s common stock.

The Company has paid cash dividends on its common stock in every quarter since its formation in 1972, and it is currently the intention of the Board of Directors of the Company to continue payment of cash dividends on a quarterly basis. There is no assurance, however, that any dividends will be paid since they are dependent upon earnings, cash balances, financial condition and capital requirements of the Company and its subsidiaries as well as policies of the FRB pursuant to the BHCA. See Item 1, “Business — Supervision and Regulation.” As of December 31, 2006, $186.4 million was allowable as for payment of dividends by the Company to its shareholders, under applicable laws and regulations.

See Notes 10, 17, 19 and 20 to the consolidated financial statements included in this report for additional information regarding the Company’s capital levels, regulations affecting subsidiary bank dividends paid to the Company, the Company’s earnings, financial condition and cash flows, and cash dividends declared and paid on common stock.

As discussed in Note 9 to the consolidated financial statements, in December 1986, the Company declared a dividend distribution of one common share purchase right (the “Right”) for each outstanding share of common stock. The terms of the Rights were most recently amended and restated in 2004. The amended plan is very similar in purpose and effect to the plan as it existed prior to this amendment, aimed at helping the Board of Directors to maximize shareholder value in the event of a change of control of the Company and otherwise resist actions that the Board considers likely to injure the Company or its shareholders.

Stock performance

Comparison of Five-Year Cumulative Total Return (1)

		Period ending
		2001				2002				2003				2004				2005				2006
Westamerica Bancorporation (WABC)		$	100.00			$	101.54			$	125.80			$	147.36			$	134.12			$	127.95
S&P 500 (SPX)			100.00				76.63				96.85				105.56				108.73				123.54
NASDAQ Bank Index (CBNK)			100.00				104.52				135.80				150.73				144.20				160.07

Comparison of Ten-Year Cumulative Total Return (2)

		Period ending
		1996				1997				1998				1999				2000				2001
Westamerica Bancorporation (WABC)		$	100.00			$	177.06			$	190.91			$	145.13			$	223.38			$	205.56
S&P 500 (SPX)			100.00				131.01				165.65				198.35				178.24				154.99
NASDAQ Bank Index (CBNK)			100.00				163.59				144.33				132.81				152.30				167.65

		Period ending
		2002				2003				2004				2005				2006
Westamerica Bancorporation (WABC)		$	208.73			$	258.60			$	302.91			$	275.69			$	263.01
S&P 500 (SPX)			118.78				150.11				163.61				168.52				191.47
NASDAQ Bank Index (CBNK)			175.22				227.66				252.69				241.74				268.35

ISSUER PURCHASES OF EQUITY SECURITIES

The table below sets forth the information with respect to purchases made by or on behalf of Westamerica Bancorporation or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of common stock during the quarter ended December 31, 2006 (in thousands, except per share data).

(c)

(d)

Total

Maximum

Number

Number

of Shares

of Shares

(b)

Purchased

that May

(a)

Average

as Part of

Yet Be

Total

Price

Publicly

Purchased

Number of

Paid

Announced

Under the

Shares

per

Plans

Plans or

Period

Purchased

Share

or Programs*

Programs

October 1 through October 31

168

$

49.84

168

1,721

November 1 through November 30

172

48.97

172

1,549

December 1 through December 31

70

49.94

70

1,479

Total

410

$

49.49

410

1,479

The Company repurchases shares of its common stock in the open market to optimize the Company’s use of equity capital and enhance shareholder value and with the intention of lessening the dilutive impact of issuing new shares to meet stock performance, option plans, and other ongoing requirements.

Shares were repurchased during the fourth quarter of 2006 pursuant to a program approved by the Board of Directors on August 24, 2006 authorizing the purchase of up to 2 million shares of the Company’s common stock from time to time prior to September 1, 2007.

ITEM 6. SELECTED FINANCIAL DATA

The following financial information for the five years ended December 31, 2006 has been derived from the Company’s Consolidated Financial Statements. This information should be read in conjunction with the Consolidated Financial Statements and related notes thereto included elsewhere herein.

WESTAMERICA BANCORPORATION
FINANCIAL SUMMARY

(In thousands, except per share data)

Year ended December 31		2006				2005*				2004*				2003*				2002*
Interest income		$	246,515			$	242,797			$	216,337			$	223,493			$	237,633
Interest expense			65,268				43,649				21,106				27,197				39,182
Net interest income			181,247				199,148				195,231				196,296				198,451
Provision for credit losses			445				900				2,700				3,300				3,600
Noninterest income:
Securities (losses) gains, net			0				(4,903	)			(5,011	)			2,443				(4,278	)
Loss on extinguishment of debt			0				0				(2,204	)			(2,166	)			0
Deposit service charges and other			55,347				59,443				45,798				42,639				40,829
Total noninterest income			55,347				54,540				38,583				42,916				36,551
Noninterest expense			101,724				107,250				102,099				105,701				108,491
Income before income taxes			134,425				145,538				129,015				130,211				122,911
Provision for income taxes			35,619				39,497				35,756				37,487				38,796
Net income		$	98,806			$	106,041			$	93,259			$	92,724			$	84,115
Earnings per share:
Basic		$	3.17			$	3.28			$	2.93			$	2.82			$	2.50
Diluted			3.11				3.22				2.87				2.78				2.46
Per share:
Dividends paid		$	1.30			$	1.22			$	1.10			$	1.00			$	0.90
Book value at December 31			13.89				13.65				11.59				10.79				10.44
Average common shares outstanding			31,202				32,291				31,821				32,849				33,686
Average diluted common shares outstanding			31,739				32,897				32,461				33,369				34,225
Shares outstanding at December 31			30,547				31,882				31,640				32,287				33,411
At December 31
Loans, net		$	2,476,404			$	2,616,372			$	2,246,078			$	2,269,420			$	2,440,411
Investments			1,780,617				1,999,604				2,192,542				1,949,288				1,386,833
Intangible assets			143,801				148,077				21,890				22,433				23,176
Total assets			4,769,335				5,157,559				4,745,318				4,585,295				4,232,164
Total deposits			3,516,734				3,846,101				3,583,619				3,463,991				3,294,065
Short-term borrowed funds			731,977				775,173				735,423				590,646				349,736
Federal Home Loan Bank advances			0				0				0				105,000				170,000
Debt financing and notes payable			36,920				40,281				21,429				24,643				24,607
Shareholders’ equity			424,235				435,064				366,659				348,304				348,796
Financial Ratios:
For the year:
Return on assets			2.01	%			2.09	%			2.06	%			2.14	%			2.09	%
Return on equity			23.38	%			25.70	%			28.23	%			28.66	%			27.71	%
Net interest margin **			4.57	%			4.82	%			5.14	%			5.39	%			5.76	%
Net loan losses to average loans			0.04	%			0.03	%			0.11	%			0.15	%			0.14	%
Efficiency ratio ***			39.12	%			38.52	%			39.79	%			40.60	%			43.01	%
At December 31:
Equity to assets			8.90	%			8.44	%			7.73	%			7.60	%			8.24	%
Total capital to risk-adjusted assets			11.09	%			10.40	%			12.46	%			11.39	%			10.97	%
Allowance for loan losses to loans			2.19	%			2.09	%			2.35	%			2.32	%			2.17	%

The above financial summary has been derived from the Company’s unaudited consolidated financial statements. This information should be read in conjunction with those statements, notes and the other information included elsewhere herein.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion addresses information pertaining to the financial condition and results of operations of Westamerica Bancorporation and Subsidiaries (the “Company”) that may not be otherwise apparent from a review of the consolidated financial statements and related footnotes. It should be read in conjunction with those statements and notes found on pages 40 through 67, as well as with the other information presented throughout the Report.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow general practices within the banking industry. Application of these principles requires management to make certain estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment writedown or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management.

The most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the Allowance for Loan Losses to be the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

The Allowance for Loan Losses represents management’s estimate of the amount of loss in the loan portfolio that can be reasonably estimated as of the balance sheet date. Determining the amount of the Allowance for Loan Losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, uncertainties and conditions, all of which may be susceptible to significant change. A discussion of the factors driving changes in the amount of the Allowance for Loan losses is included in the “Credit Quality” discussion below.

Acquisition

Effective March 1, 2005, the Company acquired Redwood Empire Bancorp (“REBC”), parent company of National Bank of the Redwoods. The REBC acquisition was accounted for using the “purchase method” of accounting for business combinations which requires valuing assets and liabilities which do not have quoted market prices. In determining fair values for assets and liabilities without quoted market prices, management engaged an independent consultant to determine such fair values. Critical assumptions used in the valuation included prevailing market interest rates on similar financial products, future cash flows, maturity structures and durations of similar financial products, the cost of processing deposit products, the interest rate structure for similar funding sources over the estimated duration of acquired deposits, the duration of customer relationships, and other critical assumptions.

The acquisition of REBC was completed on March 1, 2005, followed by a divestiture of a former REBC branch in Lake County in the second quarter of 2005. After adjusting for the divestiture the transaction was valued at approximately $150 million, including approximately $57 million paid in cash, issuance of approximately 1.6 million shares of the Company’s common stock, and conversion of Redwood Empire stock options into Company stock options based on an average stock price of $51.84. REBC, on March 1, 2005, had approximately $440 million in loans, $370 million in deposits, $20 million in “trust preferred” subordinated debt, and $30 million of shareholders’ equity. Goodwill of $103 million and identifiable intangibles of $27 million were recorded in accordance with the purchase method of accounting for business combinations. During the second quarter of 2005, the Company sold a former REBC branch with approximately $34 million in deposits, as required by the FRB in connection with its approval of the REBC acquisition. The premium on the sale of the branch was recorded as a reduction of goodwill associated with the purchase of REBC.

Net Income

The Company reported net income for 2006 of $98.8 million or $3.11 diluted earnings per share, compared with net income of $106.0 million, or $3.22 diluted earnings per share for 2005. The 2005 results included a $3.7 million gain on sale of real estate, $945 thousand in tax-exempt life insurance proceeds, and $4.9 million in securities losses which, on a combined basis, increased net income $247 thousand.

Components of Net Income

Year ended December 31,
($ in thousands except per share amounts)		2006				2005**				2004**
Net interest and fee income *		$	204,703			$	223,866			$	217,993
Provision for loan losses			(445	)			(900	)			(2,700	)
Noninterest income			55,347				54,540				38,583
Noninterest expense			(101,724	)			(107,250	)			(102,099	)
Taxes *			(59,075	)			(64,215	)			(58,518	)
Net income		$	98,806			$	106,041			$	93,259
Net income per average fully-diluted share		$	3.11			$	3.22			$	2.87
Net income as a percentage of average shareholders’ equity			23.38	%			25.70	%			28.23	%
Net income as a percentage of average total assets			2.01	%			2.09	%			2.06	%

Net income in 2006 was $7.2 million or 6.8% less than in 2005 attributable to lower net interest income (FTE), partially offset by higher noninterest income and decreases in provision for credit losses, noninterest expense and income tax provision (FTE). The decrease in net interest income (FTE) (down $19.2 million or 8.6%) was the net result of lower average interest-earning assets and higher funding costs, partially offset by higher yields on earning assets. The credit loss provision decreased $455 thousand or 50.6% from a year ago, reflecting Management’s assessment of credit risk for the loan portfolio. Noninterest income increased $807 thousand or 1.5%. Noninterest expense decreased $5.5 million or 5.2% largely due to lower personnel costs. The provision for income taxes (FTE) decreased $5.1 million or 8.0% primarily due to lower profitability, higher tax credits and refunds, and other tax preference items.

Net income for 2005 increased $12.8 million, or 13.7%, over net income for 2004. Results for 2005 benefited from the March 1, 2005 acquisition of REBC, which generally increased the base of earning assets, increased noninterest income (particularly merchant credit card fees), and increased noninterest expenses (particularly amortization of intangibles, occupancy, and furniture and equipment). Net interest income (FTE) increased $5.9 million or 2.7%, mainly due to earning asset growth, partially offset by a reduced net interest margin resulting from rates paid on interest-bearing liabilities rising faster than yields on earning assets. The loan loss provision declined $1.8 million, year over year, in accordance with Management’s assessment of credit risk for the loan portfolio. Noninterest income increased $16.0 million primarily due to a $5.6 million increase in merchant credit card income, a $3.7 million gain on sale of real estate and $945 thousand in life insurance proceeds, partially reduced by $4.9 million in realized securities losses. Furthermore, 2004 results included a $7.2 million securities impairment writedown, a $2.2 million loss on extinguishment of debt, and $2.2 million in realized investment securities gains. Noninterest expense increased $5.2 million or 5.0% mostly due to an increase in occupancy and equipment expense and amortization of intangibles relating to the REBC acquisition. Income tax provision (FTE) increased $5.7 million or 9.7% due to higher pretax income, partially offset by the tax-exempt nature of life insurance proceeds.

The Company’s return on average total assets was 2.01% in 2006, compared to 2.09% and 2.06% in 2005 and 2004, respectively. Return on average equity in 2006 was 23.38%, compared to 25.70% and 28.23% in 2005 and 2004, respectively.

Net Interest Income

The Company’s primary source of revenue is net interest income, or the difference between interest income on earning assets and interest expense on interest-bearing liabilities. Net interest income (FTE) in 2006 decreased $19.2 million or 8.6% from 2005, to $204.7 million. Comparing 2005 to 2004, net interest income (FTE) increased $5.9 million or 2.7%. Components of Net Interest Income

Year ended December 31,
(in thousands)		2006				2005				2004
Interest and fee income		$	246,515			$	242,797			$	216,337
Interest expense			(65,268	)			(43,649	)			(21,106	)
FTE adjustment			23,456				24,718				22,762
Net interest income (FTE)		$	204,703			$	223,866			$	217,993
Net interest margin (FTE)			4.57	%			4.82	%			5.14	%

Interest and fee income (FTE) increased in 2006 by $2.5 million or 0.9% from 2005, the net result of higher yields on earning assets and higher loan fees (up $447 thousand), partially offset by lower average investments. The average yield on earning assets excluding loan fees in 2006 was 5.99% compared with 5.73% in 2005. The loan portfolio yield excluding loan fees for 2006 compared with 2005 was higher by 33 bp, due to increases in rates charged on commercial loans (up 74 bp), construction loans (up 188 bp), consumer credit lines (up 165 bp), indirect consumer loans (up 31 bp), residential real estate loans (up 16 bp) and commercial real estate loans (up 4 bp). The investment portfolio yield rose by 11 bp. The increase resulted from higher yields on U.S. government sponsored entity obligations (up 18 bp), partially offset by lower yields on municipal securities (down 12 bp). The decline in yields on municipal securities is due to maturity or call payments generally attributable to securities with relatively high interest coupons. Average earning assets decreased $166 million or 3.6% in 2006 compared with the previous year. Investments declined $167 million due to decreases in average balances of U.S. government sponsored entity obligations (down $140 million), municipal securities (down $18 million) and preferred stock and corporate securities (down $8 million). The loan portfolio grew $428 thousand due to increases in average balances of residential real estate loans (up $33 million), commercial real estate loans (up $10 million) and construction loans (up $7 million), partially offset by decreases in average balances of commercial loans (down $36 million) and consumer credit lines (down $13 million).

Interest expense increased by $21.6 million or 49.5% in 2006, due to rising rates paid on interest-bearing liabilities and a $19 million increase in certificate of deposits (“CDs”) and an increase in other short-term borrowings. Rates paid on liabilities averaged 2.11% in 2006 compared to 1.36% in 2005. Rates on most interest-bearing liabilities moved up with the general trend in the market. The average rate on federal funds purchased rose 178 bp. Rates on most deposits were also higher: CDs over $100 thousand which rose 159 bp, retail CDs which increased by 70 bp, and money market savings accounts which increased by 13 bp. Interest-bearing liabilities declined $127 million or 3.9% over the prior year mostly due to lower average balances of federal funds purchased (down $25 million), retail CDs (down $41 million) and money market savings (down $128 million). These decreases were partially offset by increases in average balances of CDs over $100 thousand (up $60 million) and other short term borrowings (up $43 million).

Interest and fee income (FTE) increased in 2005 by $28.4 million or 11.9% from 2004, the net result of growth of average earning assets, primarily due to the REBC acquisition, and higher yields on earning assets, partially offset by the effect of one less accrual day. Average earning assets grew $406.4 million, with loans and investments increasing $317.9 million and $88.5 million, respectively. Most growth in average loans was concentrated in commercial, construction, commercial real estate and residential real estate credits, which increased $41 million, $31 million, $137 million and $118 million, respectively. The increase in average investment balances was due to growth in municipal securities (up $131 million), partially offset by declines in U.S. government sponsored entity obligations (down $11 million) and corporate and other securities (down $31 million). The yield on earning assets, excluding loan fee income, rose from 5.61% in 2004 to 5.73% in 2005. The composite yield on loans, excluding loan fee income, increased 12 basis points (“bp”) to 6.19% in 2005. Yield increases on commercial loans (up 76 bp) and personal credit lines (up 141 bp) were partially reduced by declining yields on commercial real estate loans (down 20 bp) and indirect consumer loans (down 38 bp). The yield on the investment portfolio increased 8 bp mainly due to a 16 bp increase in mortgage backed securities and collateralized mortgage obligations, partially offset by a 33 bp decline in municipal securities.

Interest expense increased in 2005 to $43.6 million, due to rising rates paid on interest-bearing liabilities and higher volume of those liabilities, partially offset by the effect of one less accrual day. The average rate paid on interest-bearing liabilities rose 63 bp to 1.36% in 2005. Rates paid on most liabilities moved with general market conditions. The average rate on short-term borrowings rose 159 bp. Rates on deposits increased as well, including those on CDs with balances over $100 thousand, which rose 131 bp, on retail CDs, which went up by 54 bp, and on money market checking accounts, which rose 12 bp. Average interest-bearing liability balances grew $331.9 million or 11.5% for 2005 over 2004, primarily due to the REBC acquisition. Average short-term borrowings increased $161 million. Average long-term debt increased $15.3 million, due to the assumption of REBC’s debt, reduced by an annual principal repayment. Most categories of deposits grew including non-interest bearing demand deposits (up $103.1 million), money market checking (up $55.6 million), passbook savings (up $30.2 million), and CDs over $100 thousand (up $94.5 million).

The following tables present information regarding the consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income from average earning assets and the resulting yields, and the amount of interest expense paid on average interest-bearing liabilities and the resulting rates paid. Average loan balances include nonperforming loans. Interest income includes proceeds from loans on nonaccrual status only to the extent cash payments have been received and applied as interest income. Yields on securities and certain loans have been adjusted upward to reflect the effect of income exempt from federal income taxation at the current statutory tax rate.

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

		Year Ended December 31, 2006
						Interest				Rates
		Average				Income/				Earned/
(dollars in thousands)		Balance				Expense				Paid
Assets
Money market assets and funds sold		$	853			$	5				0.59	%
Investment securities:
Available for sale
Taxable			394,070				16,844				4.27	%
Tax-exempt (1)			251,783				18,312				7.27	%
Held to maturity
Taxable			671,475				28,809				4.29	%
Tax-exempt (1)			582,075				35,987				6.18	%
Loans:
Commercial
Taxable			1,263,840				95,570				7.56	%
Tax-exempt (1)			243,232				15,729				6.47	%
Real estate construction			75,019				7,017				9.35	%
Real estate residential			510,345				23,690				4.64	%
Consumer			484,355				28,008				5.78	%
Earning assets (1)			4,477,047				269,971				6.03	%
Other assets			433,624
Total assets		$	4,910,671
Liabilities and shareholders’ equity
Deposits:
Noninterest bearing demand		$	1,329,107				—				—
Savings and interest-bearing transaction			1,574,655				5,969				0.38	%
Time less than $100,000			239,361				6,535				2.73	%
Time $100,000 or more			504,980				21,043				4.17	%
Total interest-bearing deposits			2,318,996				33,547				1.45	%
Short-term borrowed funds			734,970				29,389				4.00	%
Debt financing and notes payable			37,265				2,332				6.26	%
Total interest-bearing liabilities			3,091,231				65,268				2.11	%
Other liabilities			67,792
Shareholders’ equity			422,541
Total liabilities and shareholders’ equity		$	4,910,671
Net interest spread (2)											3.92	%
Net interest income and interest margin (1)(3)						$	204,703				4.57	%

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

		Year Ended December 31, 2005
						Interest				Rates
		Average				Income/				Earned/
(dollars in thousands)		Balance				Expense				Paid
Assets
Money market assets and funds sold		$	775			$	3				0.39	%
Investment securities:
Available for sale
Taxable			464,530				19,699				4.24	%
Tax-exempt (1)			264,119				19,385				7.34	%
Held to maturity
Taxable			751,840				30,557				4.06	%
Tax-exempt (1)			585,679				36,820				6.29	%
Loans:
Commercial
Taxable			1,283,779				92,201				7.18	%
Tax-exempt (1)			249,052				16,396				6.58	%
Real estate construction			67,696				5,074				7.50	%
Real estate residential			477,667				21,411				4.48	%
Consumer			498,169				25,969				5.21	%
Earning assets (1)			4,643,306				267,515				5.76	%
Other assets			423,045
Total assets		$	5,066,351
Liabilities and shareholders’ equity
Deposits:
Noninterest bearing demand		$	1,384,483				—				—
Savings and interest-bearing transaction			1,738,560				5,204				0.30	%
Time less than $100,000			280,770				5,687				2.03	%
Time $100,000 or more			444,862				11,473				2.58	%
Total interest-bearing deposits			2,464,192				22,364				0.91	%
Short-term borrowed funds			716,984				18,941				2.64	%
Debt financing and notes payable			36,975				2,344				6.34	%
Total interest-bearing liabilities			3,218,151				43,649				1.36	%
Other liabilities			51,158
Shareholders’ equity			412,559
Total liabilities and shareholders’ equity		$	5,066,351
Net interest spread (2)											4.40	%
Net interest income and interest margin (1)(3)						$	223,866				4.82	%

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

		Year Ended December 31, 2004
						Interest				Rates
		Average				Income/				Earned/
(dollars in thousands)		Balance				Expense				Paid
Assets
Money market assets and funds sold		$	784			$	1				0.13	%
Investment securities:
Available for sale
Taxable			803,722				33,230				4.13	%
Tax-exempt (1)			293,067				21,619				7.38	%
Held to maturity
Taxable			451,635				17,209				3.81	%
Tax-exempt (1)			429,213				28,281				6.59	%
Loans:
Commercial
Taxable			1,115,148				77,278				6.93	%
Tax-exempt (1)			239,495				16,045				6.70	%
Real estate construction			36,148				2,517				6.96	%
Real estate residential			360,208				16,049				4.46	%
Consumer			507,483				26,870				5.29	%
Earning assets (1)			4,236,903				239,099				5.64	%
Other assets			299,549
Total assets		$	4,536,452
Liabilities and shareholders’ equity
Deposits:
Noninterest bearing demand		$	1,281,349				—				—
Savings and interest-bearing transaction			1,662,347				4,543				0.27	%
Time less than $100,000			271,212				4,038				1.49	%
Time $100,000 or more			350,400				4,466				1.27	%
Total interest-bearing deposits			2,283,959				13,047				0.57	%
Short-term borrowed funds			556,415				5,878				1.06	%
Federal Home Loan Bank advances			24,153				897				3.65	%
Debt financing and notes payable			21,706				1,284				5.91	%
Total interest-bearing liabilities			2,886,233				21,106				0.73	%
Other liabilities			38,540
Shareholders’ equity			330,330
Total liabilities and shareholders’ equity		$	4,536,452
Net interest spread (2)											4.91	%
Net interest income and interest margin (1)(3)						$	217,993				5.14	%

The following tables set forth a summary of the changes in interest income and interest expense due to changes in average assets and liability balances (volume) and changes in average interest rates for the periods indicated. Changes not solely attributable to volume or rates have been allocated in proportion to the respective volume and rate components. Summary of Changes in Interest Income and Expense

Year Ended December 31,		2006 Compared with 2005
(dollars in thousands)		Volume				Rate				Total
Increase (decrease) in interest and fee income:
Money market assets and funds sold		$	0			$	2			$	2
Investment securities:
Available for sale
Taxable			(3,011	)			156				(2,855	)
Tax-exempt (1)			(899	)			(174	)			(1,073	)
Held to maturity
Taxable			(3,386	)			1,638				(1,748	)
Tax-exempt (1)			(226	)			(607	)			(833	)
Loans:
Commercial:
Taxable			(1,553	)			4,922				3,369
Tax-exempt (1)			(379	)			(288	)			(667	)
Real estate construction			590				1,353				1,943
Real estate residential			1,499				780				2,279
Consumer			(736	)			2,775				2,039
Total loans (1)			(579	)			9,542				8,963
Total (decrease) increase in interest and fee income (1)			(8,101	)			10,557				2,456
Increase (decrease) in interest expense:
Deposits:
Savings/interest-bearing			(525	)			1,290				765
Time less than $100,000			(926	)			1,774				848
Time $100,000 or more			1,722				7,848				9,570
Total interest-bearing			271				10,912				11,183
Short-term borrowed funds			487				9,961				10,448
Notes and mortgages payable			18				(30	)			(12	)
Total increase in interest expense			776				20,843				21,619
Decrease in net interest income (1)		($	8,877	)		($	10,286	)		($	19,163	)

Summary of Changes in Interest Income and Expense

Year Ended December 31,		2005 Compared with 2004
(dollars in thousands)		Volume				Rate				Total
Increase (decrease) in interest and fee income:
Money market assets and funds sold		$	0			$	2			$	2
Investment securities:
Available for sale
Taxable			(14,366	)			835				(13,531	)
Tax-exempt (1)			(2,128	)			(106	)			(2,234	)
Held to maturity Taxable			12,125				1,223				13,348
Tax-exempt (1)			9,878				(1,339	)			8,539
Loans:
Commercial:
Taxable			11,763				3,160				14,923
Tax-exempt (1)			619				(268	)			351
Real estate construction			2,350				207				2,557
Real estate residential			5,263				99				5,362
Consumer			(519	)			(382	)			(901	)
Total loans (1)			19,476				2,816				22,292
Total increase in interest and fee income (1)			24,985				3,431				28,416
Increase (decrease) in interest expense:
Deposits:
Savings/interest-bearing			206				455				661
Time less than $100,000			133				1,516				1,649
Time $100,000 or more			1,441				5,566				7,007
Total interest-bearing			1,780				7,537				9,317
Short-term borrowed funds			2,074				10,989				13,063
Federal Home Loan Bank advances			(897	)			0				(897	)
Notes and mortgages payable			961				99				1,060
Total decrease in interest expense			3,918				18,625				22,543
Increase (decrease) in net interest income (1)		$	21,067				($15,194	)		$	5,873

Provision for Credit Losses

In 2006, the provision for credit losses was $450 thousand, of which $445 thousand was allocated to loan losses and $5 thousand was allocated to unfunded loan commitment losses. The provision was $900 thousand for 2005 and $2.7 million for 2004, all of which were allocated to loan losses. The reductions in the provision reflect Management’s view of credit risk in the loan portfolio and the results of the Company’s continuing efforts to improve loan quality by enforcing relatively conservative underwriting and administration procedures and aggressively pursuing collection efforts. For further information regarding net credit losses and the allowance for credit losses, see the “Credit Quality” section of this report.

Investment Portfolio

The Company maintains a securities portfolio consisting of securities issued by U.S. Government sponsored entities, state and political subdivisions, and asset-backed and other securities. Investment securities are held in safekeeping by an independent custodian.

Securities assigned to the held to maturity portfolio earn a prudent yield, provide liquidity from maturities and paydowns, and provide collateral to pledge for federal, state and local government deposits and other borrowing facilities. The held to maturity investment portfolio had a duration of 3.9 years at December 31, 2006 and, on the same date, those investments included $1,124.2 million in fixed-rate and $40.9 million in adjustable-rate securities.

Investment securities assigned to the available for sale portfolio are generally used to supplement the Company’s liquidity, provide a prudent yield, and provide collateral for public deposits. Unrealized net gains and losses on these securities are recorded as an adjustment to equity, net of taxes, but are not reflected in the current earnings of the Company. If a security is sold, any gain or loss is recorded as a credit or charge to earnings and the equity adjustment is reversed. At December 31, 2006, the Company held $615.5 million in securities classified as investments available for sale with a duration of 2.9 years. At December 31, 2006, an unrealized gain of $2.2 million, net of taxes of $1.3 million, related to these securities, was included in shareholders’ equity.

The Company had no trading securities at December 31, 2006, 2005 and 2004.

For more information on investment securities, see Notes 1 and 3 to the consolidated financial statements.

The following table shows the fair value carrying amount of the Company’s investment securities available for sale as of the dates indicated:

Available for Sale Portfolio

At December 31,
(dollars in thousands)		2006				2005				2004
U.S. Government sponsored entities			324,263				331,174				557,057
States and political subdivisions			207,580				222,504				247,731
Asset-backed securities			10,273				11,256				3,257
Corporate securities			0				25,130				48,658
Other			73,409				72,324				75,007
Total		$	615,525			$	662,388			$	931,710

The following table sets forth the relative maturities and yields of the Company’s available for sale securities (stated at amortized cost) at December 31, 2006. Weighted average yields have been computed by dividing annual interest income, adjusted for amortization of premium and accretion of discount, by the amortized cost value of the related security. Yields on state and political subdivision securities have been calculated on a fully taxable equivalent basis using the current federal statutory rate.

Available for Sale Maturity Distribution

						After one				After five
At December 31, 2006		Within				but within				but within				After ten				Mortgage-
(Dollars in thousands)		one year				five years				ten years				years				backed				Other				Total
U.S. Government sponsored entities		$	—			$	143,860			$	10,000			$	1,030			$	—			$	—				154,890
Interest rate			—	%			3.58	%			7.30	%			5.17	%			—	%			—	%			3.83	%
States and political subdivisions			6,074				52,526				133,147				10,030				—				—				201,777
Interest rate (FTE)			7.41	%			7.35	%			7.15	%			5.30	%			—				—				7.12	%
Asset-backed securities			—				268				—				9,998				—				—				10,266
Interest rate			—				2.33	%			—				5.54	%			—				—				5.46	%
Subtotal			6,074				196,654				143,147				21,058				—				—				366,933
Interest rate			7.41	%			4.59	%			7.16	%			5.41	%			—				—				5.68	%
Mortgage backed securities			—				—				—				—				177,697				—				177,697
Interest rate			—				—				—				—				4.25	%			—				4.25	%
Other without set maturities			—				—				—				—				—				67,022				67,022
Interest rate			—				—				—				—				—				8.08	%			8.08	%
Total		$	6,074			$	196,654			$	143,147			$	21,058			$	177,697			$	67,022			$	611,652
Interest rate			7.41	%			4.59	%			7.16	%			5.41	%			4.25	%			8.08	%			5.53	%

The following table shows the carrying amount (amortized cost) and fair value of the Company’s investment securities held to maturity as of the dates indicated:

Held to Maturity Portfolio

At December 31,
(Dollars in thousands)		2006				2005				2004
U.S. Government sponsored entities		$	585,345			$	740,891			$	736,137
States and political subdivisions			579,747				596,325				524,695
Total		$	1,165,092			$	1,337,216			$	1,260,832
Fair value		$	1,155,736			$	1,323,782			$	1,265,986

The following table sets forth the relative maturities and yields of the Company’s held to maturity securities at December 31, 2006. Weighted average yields have been computed by dividing annual interest income, adjusted for amortization of premium and accretion of discount, by the amortized value of the related security. Yields on state and political subdivision securities have been calculated on a fully taxable equivalent basis using the current federal statutory rate. Held to Maturity Maturity Distribution

						After one				After five
At December 31, 2006		Within				but within				but within				After ten				Mortgage-
(Dollars in thousands)		one year				five years				ten years				years				backed				Other				Total
U.S. Government sponsored entities		$	30,000			$	130,000			$	—			$	—			$	—			$	—			$	160,000
Interest rate			3.87	%			3.98	%			—	%			—	%			—	%			—	%			3.96	%
States and political subdivisions			9,387				30,889				189,846				349,625				—				—				579,747
Interest rate (FTE)			6.56	%			6.71	%			5.98	%			5.99	%			—				—				6.04	%
Subtotal			39,387				160,889				189,846				349,625				—				—				739,747
Interest rate			4.51	%			4.50	%			5.98	%			5.99	%			—				—				5.59	%
Mortgage backed			—				—				—				—				425,345				—				425,345
Interest rate			—				—				—				—				4.51	%			—				4.51	%
Total		$	39,387			$	160,889			$	189,846			$	349,625			$	425,345			$	—			$	1,165,092
Interest rate			4.51	%			4.50	%			5.98	%			5.99	%			4.51	%			—	%			5.20	%