Westamerica Bancorporation Third Quarter 2009 Financial Results

Westamerica Bancorporation (NASDAQ: WABC) earned net income applicable to common shareholders of $23.8 million, or $0.81 per diluted common share ("EPS”), for the three months ended September 30, 2009, compared to net income applicable to common shareholders of $22.1 million, or $0.75 EPS, for the three months ended June 30, 2009. During the third quarter 2009, Westamerica completed systems conversions and branch consolidations related to the purchase of assets and assumption of liabilities of the former County Bank, which resulted in reduced expense levels. During the third quarter 2009, Westamerica redeemed $42 million in preferred stock requiring accelerated discount accretion of $538 thousand, which reduced EPS $0.02. Also during the third quarter 2009, Westamerica eliminated $587 thousand in tax reserves due to a lapse in the statute of limitations, which reduced tax provisions and increased EPS $0.02. Third quarter 2009 results represents a 20 percent return on common shareholders’ equity.

"The County Bank integration was completed on time in August, and the efficiencies gained following the integration will continue to benefit future operating results. The cost of funding our loan and investment portfolio continued to decline due to our pricing practices and an improved mix of deposits. The third quarter 2009 cost of funds was 0.40 percent, which supported our 5.48 percent net interest margin. The risk profile of our loan portfolio is significantly reduced as loss-sharing agreements with the Federal Deposit Insurance Corporation cover 29 percent of our loan portfolio. The credit quality of the non-FDIC covered loans remained stable during the quarter,” said Chairman, President and CEO David Payne. "Our healthy profitability and 15.1 percent total regulatory capital ratio distinguishes Westamerica as a safe and sound bank during this troublesome period for our industry,” added Payne.

Westamerica generated net income applicable to common shareholders of $98 million, or $3.35 EPS, during the nine months ended September 30, 2009. Results for this period include a $28.3 million net of tax gain from the acquisition of assets and assumption of liabilities of the former County Bank.

Westamerica generated net income applicable to common shareholders of $39 million, or $1.33 EPS, during the nine months ended September 30, 2008. Results for this period include a $5.7 million gain on the sale of VISA common stock resulting from VISA’s initial public offering ("IPO”), and $2.3 million in reduced expenses as known litigation contingencies were satisfied as a part of the VISA IPO. EPS was increased $0.16 due to transactions recognized as a result of the VISA IPO. Results for this period also include $34 million in losses, net of tax, recognized as a result of the decline in value of FHLMC and FNMA preferred stock, which reduced EPS by $1.17. Also, the Company recorded a $1.0 million reduction in its tax provision primarily due to filing its 2007 tax return and adjusting 2007 tax estimates to actual amounts included in the filed tax return, which increased EPS by $0.03.

Net interest income on a fully-taxable equivalent basis ("FTE”) totaled $61.6 million in the third quarter 2009, compared to $62.3 million in the second quarter 2009, and $48.7 million in the third quarter 2008. For the nine month periods ended September 30, 2009 and 2008, net interest income (FTE) totaled $183.3 million and $146.4 million, respectively. Net interest income has increased in 2009 compared to 2008 due to acquired County Bank assets and a higher net interest margin. The net interest margin has improved due to a decline in interest rates paid on deposits and other borrowings used to fund loans and investment securities.

The provision for credit losses was $2.8 million for the third quarter 2009, increased from $2.6 million for the previous quarter.

Non-interest income for third quarter 2009 was $16.0 million compared to $16.4 million in the prior quarter. Service charges on deposit accounts, ATM fees and debit card fees are higher following the February 6, 2009 assumption of County Bank deposits. Merchant credit card income is lower in 2009 compared to 2008 due to reduced consumer spending.

Non-interest expense for third quarter 2009 was $35.2 million compared to $38.7 million in the prior quarter, which included $1.8 million in higher FDIC insurance fund assessments. Personnel and facilities expenses (occupancy and equipment combined) have declined following County Bank systems integrations and branch consolidations.

Non-performing assets not covered by FDIC loss-sharing agreements were $36 million at September 30, 2009 compared to $35 million at June 30, 2009. Annualized net loan losses on non-FDIC covered loans as a percentage of average non-FDIC covered loans were 0.56 percent during both the third and second quarters of 2009. The reserve for loan losses to non-FDIC covered loans was 1.88 percent and 1.86 percent at September 30, 2009 and June 30, 2009, respectively.

Shareholders' equity was $536 million at September 30, 2009 compared to $559 million at June 30, 2009. At September 30, 2009, total regulatory capital ratios for Westamerica Bancorporation and its subsidiary bank, Westamerica Bank, were 15.1 percent and 14.4 percent, respectively, exceeding the 10 percent requirement to be "well capitalized” under regulatory standards.

Westamerica Bancorporation, through its wholly owned subsidiary, Westamerica Bank, operates 99 branches and two trust offices throughout Northern and Central California counties.

Westamerica Bancorporation Web Address: www.westamerica.com

FORWARD-LOOKING INFORMATION:

This press release 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. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management or board of directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", "projected", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

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. The Company’s most recent quarterly report on Form 10-Q for the quarter ended June 30, 2009 and annual report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission describe some of these factors. These factors include but are not limited to (1) the length and severity of current difficulties in the national and California economies and the effects of federal and state government efforts to address those difficulties; (2) continued low liquidity levels in capital markets; (3) fluctuations in asset prices including, but not limited to, stocks, bonds, real estate, and commodities; (4) the effect of acquisitions and integration of acquired businesses including the recently acquired County Bank; (5) economic uncertainty created by terrorist threats and attacks on the United States, the actions taken in response, and the uncertain effect of these events on the national and regional economies; (6) changes in the interest rate environment; (7) changes in the regulatory environment; (8) significantly increasing competitive pressure in the banking industry; (9) operational risks including data processing system failures or fraud; (10) volatility of rate sensitive loans, deposits and investments; (11) asset/liability management risks and liquidity risks; and (12) changes in the securities markets. The Company undertakes no obligation to update any forward-looking statements to reflect circumstances or events that occur after the date forward-looking statements are made.

Forward-looking statements speak only as of the date they are made.

							Public Information October 14, 2009
WESTAMERICA BANCORPORATION
FINANCIAL HIGHLIGHTS
September 30, 2009
1. Net Income Summary.
			(dollars in thousands except per-share amounts)
											%
			Q3'09				Q3'08				Change			Q2'09
	Net Interest Income (FTE)		$	61,593			$	48,693			26.5	%		$	62,318
	Provision for Loan Losses			2,800				600			366.7	%			2,600
	Noninterest Income:
	Net Loss From Equity Securities			0				(41,206	)		n/m				0
	FAS 141R Gain			0				0			n/m				0
	Other			15,961				13,707			16.4	%			16,386
	Total Noninterest Income (Loss)			15,961				(27,499	)		n/m				16,386
	Noninterest Expense:
	VISA Litigation			0				0			n/m				0
	Other			35,151				25,203			39.5	%			38,666
	Total Noninterest Expense			35,151				25,203			39.5	%			38,666
	Income (Loss) Before Taxes (FTE)			39,603				(4,609	)		n/m				37,438
	Income Tax Provision (Benefit) (FTE)			14,346				(4,653	)		n/m				14,255
	Net Income			25,257				44			n/m				23,183
	Preferred Stock Dividends and
	Discount Accretion			1,466				0			n/m				1,107
	Net Income Applicable to
	Common Equity		$	23,791			$	44			n/m			$	22,076
	Average Common Shares Outstanding			29,210				28,908			1.0	%			29,126
	Diluted Average Common Shares			29,429				29,273			0.5	%			29,403
	Operating Ratios:
	Basic Earnings Per Common Share		$	0.81			$	0.00			n/m			$	0.76
	Diluted Earnings Per Common Share			0.81				0.00			n/m				0.75
	Return On Assets (a)			1.86	%			0.00	%						1.68	%
	Return On Common Equity (a)			19.7	%			0.0	%						19.0	%
	Net Interest Margin (FTE) (a)			5.48	%			5.19	%						5.34	%
	Efficiency Ratio (FTE)			45.3	%			118.9	%						49.1	%
	Dividends Paid Per Common Share		$	0.35			$	0.35			0.0	%		$	0.35
	Common Dividend Payout Ratio			43	%			n/m							47	%
	(a) Annualized
											%
			9/30'09YTD				9/30'08YTD				Change
	Net Interest Income (FTE)		$	183,270			$	146,407			25.2	%
	Provision for Loan Losses			7,200				1,800			300.0	%
	Noninterest Income:
	Net Loss From Equity Securities			0				(53,686	)		n/m
	FAS 141R Gain			48,844				0			n/m
	Other			47,471				41,723			13.8	%
	Total Noninterest Income (Loss)			96,315				(11,963	)		n/m
	Noninterest Expense:
	VISA Litigation			0				(2,338	)		n/m
	Other			107,940				76,934			40.3	%
	Total Noninterest Expense			107,940				74,596			44.7	%
	Income Before Taxes (FTE)			164,445				58,048			n/m
	Income Tax Provision (FTE)			63,180				19,023			n/m
	Net Income			101,265				39,025			n/m
	Preferred Stock Dividends and
	Discount Accretion			3,151				0			n/m
	Net Income Applicable to
	Common Equity		$	98,114			$	39,025			n/m
	Average Common Shares Outstanding			29,072				28,895			0.6	%
	Diluted Average Common Shares			29,313				29,292			0.1	%
	Operating Ratios:
	Basic Earnings Per Common Share		$	3.37			$	1.35			149.6	%
	Diluted Earnings Per Common Share			3.35				1.33			151.9	%
	Return On Assets (a)			2.57	%			1.22	%
	Return On Common Equity (a)			28.4	%			12.8	%
	Net Interest Margin (FTE) (a)			5.39	%			5.04	%
	Efficiency Ratio (FTE)			38.6	%			55.5	%
	Dividends Paid Per Common Share		$	1.06			$	1.04			1.9	%
	Common Dividend Payout Ratio			32	%			78	%
	(a) Annualized

2. Net Interest Income.
			(dollars in thousands)
											%
			Q3'09				Q3'08				Change			Q2'09
	Interest and Fee Income (FTE)		$	66,093			$	56,131			17.7	%		$	68,063
	Interest Expense			4,500				7,438			-39.5	%			5,745
	Net Interest Income (FTE)		$	61,593			$	48,693			26.5	%		$	62,318
	Average Earning Assets		$	4,470,851			$	3,745,058			19.4	%		$	4,678,615
	Average Interest-Bearing Liabilities			3,094,081				2,486,659			24.4	%			3,311,650
	Yield on Earning Assets (FTE) (a)			5.88	%			5.98	%						5.83	%
	Cost of Funds (a)			0.40	%			0.79	%						0.49	%
	Net Interest Margin (FTE) (a)			5.48	%			5.19	%						5.34	%
	Interest Expense/Interest-Bearing Liabilities (a)			0.58	%			1.19	%						0.70	%
	Net Interest Spread (FTE) (a)			5.30	%			4.79	%						5.13	%
											%
			9/30'09YTD				9/30'08YTD				Change
	Interest and Fee Income (FTE)		$	198,348			$	175,058			13.3	%
	Interest Expense			15,078				28,651			-47.4	%
	Net Interest Income (FTE)		$	183,270			$	146,407			25.2	%
	Average Earning Assets		$	4,541,596			$	3,878,972			17.1	%
	Average Interest-Bearing Liabilities			3,186,913				2,615,724			21.8	%
	Yield on Earning Assets (FTE) (a)			5.83	%			6.02	%
	Cost of Funds (a)			0.44	%			0.98	%
	Net Interest Margin (FTE) (a)			5.39	%			5.04	%
	Interest Expense/Interest-Bearing Liabilities (a)			0.63	%			1.46	%
	Net Interest Spread (FTE) (a)			5.20	%			4.56	%
	(a) Annualized

3. Loans & Other Earning Assets.
			(average volume, dollars in thousands)
											%
			Q3'09				Q3'08				Change			Q2'09
	Total Assets		$	5,072,866			$	4,137,232			22.6	%		$	5,265,101
	Total Earning Assets			4,470,851				3,745,058			19.4	%			4,678,615
	Total Loans			3,263,388				2,414,317			35.2	%			3,383,654
	Commercial Loans			901,127				597,176			50.9	%			944,257
	Commercial RE Loans			1,313,545				830,001			58.3	%			1,361,420
	Consumer Loans			1,048,716				987,140			6.2	%			1,077,977
	Total Investment Securities			1,207,463				1,330,741			-9.3	%			1,294,961
	Available For Sale (Market)			405,304				359,220			12.8	%			433,065
	Held To Maturity			802,159				971,521			-17.4	%			861,896
	Unrealized Gain (Loss)			20,047				(15,041	)		n/m				243
	Loans/Deposits			79.0	%			76.5	%						80.5	%
											%
			9/30'09YTD				9/30'08YTD				Change
	Total Assets		$	5,113,359			$	4,275,657			19.6	%
	Total Earning Assets			4,541,596				3,878,972			17.1	%
	Total Loans			3,261,462				2,443,574			33.5	%
	Commercial Loans			910,263				607,712			49.8	%
	Commercial RE Loans			1,289,190				841,391			53.2	%
	Consumer Loans			1,062,009				994,471			6.8	%
	Total Investment Securities			1,280,134				1,435,398			-10.8	%
	Available For Sale (Market)			412,644				436,592			-5.5	%
	Held To Maturity			867,490				998,806			-13.1	%
	Unrealized Gain (Loss)			20,047				(15,041	)		n/m
	Loans/Deposits			80.2	%			76.8	%

4. Deposits & Other Interest-Bearing Liabilities.
		(average volume, dollars in thousands)
										%
		Q3'09				Q3'08				Change			Q2'09
Total Deposits		$	4,131,388			$	3,154,340			31.0	%		$	4,202,607
Noninterest Demand			1,371,124				1,172,953			16.9	%			1,333,412
Interest Checking			708,372				539,286			31.4	%			741,084
Savings			978,656				764,535			28.0	%			968,048
Time greater than $100K			581,681				484,396			20.1	%			629,646
Time less than $100K			491,555				193,170			154.5	%			530,417
Total Short-Term Borrowings			307,266				470,109			-34.6	%			415,871
Fed Funds Purchased			870				342,338			-99.7	%			119,837
Other Short-Term Funds			306,396				127,771			139.8	%			296,034
Long-Term Debt			26,551				35,163			-24.5	%			26,584
Shareholders' Equity			549,331				412,133			33.3	%			547,816
Demand Deposits/Total Deposits			33.2	%			37.2	%						31.7	%
Transaction & Savings Deposits/Total Deposits			74.0	%			78.5	%						72.4	%
										%
		9/30'09YTD				9/30'08YTD				Change
Total Deposits		$	4,066,462			$	3,183,393			27.7	%
Noninterest Demand			1,330,495				1,186,443			12.1	%
Interest Checking			705,777				544,407			29.6	%
Savings			941,847				765,514			23.0	%
Time greater than $100K			622,168				492,724			26.3	%
Time less than $100K			466,175				194,305			139.9	%
Total Short-Term Borrowings			424,362				582,564			-27.2	%
Fed Funds Purchased			144,037				440,435			-67.3	%
Other Short-Term Funds			280,325				142,129			97.2	%
Long-Term Debt			26,584				36,210			-26.6	%
Shareholders' Equity			527,635				406,244			29.9	%
Demand Deposits/Total Deposits			32.7	%			37.3	%
Transaction & Savings Deposits/Total Deposits			73.2	%			78.4	%

5. Interest Yields Earned & Rates Paid.
			(dollars in thousands)
			Q3'09
			Average			Income/			Yield (a) /
			Volume			Expense			Rate
	Interest Income Earned
	Total Earning Assets (FTE)		$	4,470,851		$	66,093		5.88	%
	Total Loans (FTE)			3,263,388			49,579		6.03	%
	Commercial Loans (FTE)			901,127			13,090		5.76	%
	Commercial RE Loans			1,313,545			21,967		6.63	%
	Consumer Loans			1,048,716			14,522		5.49	%
	Total Investments (FTE)			1,207,463			16,514		5.47	%
	Interest Expense Paid
	Total Earning Assets			4,470,851			4,500		0.40	%
	Total Interest-Bearing Liabilities			3,094,081			4,500		0.58	%
	Total Interest-Bearing Deposits			2,760,264			3,273		0.47	%
	Interest-Bearing Transaction			708,372			263		0.15	%
	Savings			978,656			915		0.37	%
	Time less than $100K			491,555			829		0.67	%
	Time greater than $100K			581,681			1,266		0.86	%
	Total Short-Term Borrowings			307,266			804		1.04	%
	Fed Funds Purchased			870			0		0.15	%
	Other Short-Term Funds			306,396			804		1.04	%
	Long-Term Debt			26,551			423		6.36	%
	Net Interest Income and
	Margin (FTE)					$	61,593		5.48	%
	(a) Annualized
			Q3'08
			Average			Income/			Yield (a) /
			Volume			Expense			Rate
	Interest Income Earned
	Total Earning Assets (FTE)		$	3,745,058		$	56,131		5.98	%
	Total Loans (FTE)			2,414,317			37,853		6.24	%
	Commercial Loans (FTE)			597,176			9,964		6.64	%
	Commercial RE Loans			830,001			14,516		6.96	%
	Consumer Loans			987,140			13,373		5.39	%
	Total Investments (FTE)			1,330,741			18,278		5.49	%
	Interest Expense Paid
	Total Earning Assets			3,745,058			7,438		0.79	%
	Total Interest-Bearing Liabilities			2,486,659			7,438		1.19	%
	Total Interest-Bearing Deposits			1,981,387			4,960		1.00	%
	Interest-Bearing Transaction			539,286			346		0.26	%
	Savings			764,535			1,048		0.55	%
	Time less than $100K			193,170			1,201		2.47	%
	Time greater than $100K			484,396			2,365		1.94	%
	Total Short-Term Borrowings			470,109			1,954		1.63	%
	Fed Funds Purchased			342,338			1,708		1.95	%
	Other Short-Term Funds			127,771			246		0.77	%
	Long-Term Debt			35,163			524		5.96	%
	Net Interest Income and
	Margin (FTE)					$	48,693		5.19	%
	(a) Annualized

6. Noninterest Income.
			(dollars in thousands except per-share amounts)
											%
			Q3'09				Q3'08				Change			Q2'09
	Service Charges on Deposits		$	9,479			$	7,555			25.5	%		$	9,116
	Merchant Credit Card Income			2,163				2,611			-17.2	%			2,223
	ATM Fees & Interchange			965				756			27.7	%			1,013
	Debit Card Fees			1,267				970			30.7	%			1,323
	Financial Services Commissions			129				186			-30.8	%			137
	Mortgage Banking Income			26				39			-32.1	%			25
	Trust Fees			319				293			9.1	%			373
	Other Income			1,613				1,297			24.3	%			2,176
	Sub-total			15,961				13,707			16.4	%			16,386
	Net Loss From Equity Securities			0				(41,206	)		n/m				0
	FAS 141R Gain			0				0			n/m				0
	Total Noninterest Income (Loss)		$	15,961				($27,499	)		n/m			$	16,386
	Total Revenue (FTE)		$	77,554			$	21,194			265.9	%		$	78,704
	Noninterest Income/Revenue (FTE)			20.6	%			n/m							20.8	%
	Service Charges/Avg. Deposits (a)			0.91	%			0.95	%						0.87	%
	Total Revenues (FTE) Per Avg.
	Common Share (a)		$	10.53			$	2.92			261.1	%		$	10.84
											%
			9/30'09YTD				9/30'08YTD				Change
	Service Charges on Deposits		$	27,017			$	22,379			20.7	%
	Merchant Credit Card Income			6,818				7,903			-13.7	%
	ATM Fees & Interchange			2,792				2,238			24.8	%
	Debit Card Fees			3,656				2,852			28.2	%
	Financial Services Commissions			420				689			-39.1	%
	Mortgage Banking Income			68				106			-35.4	%
	Trust Fees			1,056				973			8.6	%
	Other Income			5,644				4,583			23.2	%
	Sub-total			47,471				41,723			13.8	%
	Net Loss From Equity Securities			0				(53,686	)		n/m
	FAS 141R Gain			48,844				0			n/m
	Total Noninterest Income (Loss)		$	96,315				($11,963	)		n/m
	Total Revenue (FTE)		$	279,585			$	134,444			108.0	%
	Noninterest Income/Revenue (FTE)			34.4	%			n/m
	Service Charges/Avg. Deposits (a)			0.89	%			0.94	%
	Total Revenues (FTE) Per Avg.
	Common Share (a)		$	12.86			$	6.22			106.9	%
	(a) Annualized

7. Noninterest Expense.
			(dollars in thousands)
											%
			Q3'09				Q3'08				Change			Q2'09
	Salaries & Benefits		$	16,402			$	12,621			30.0	%		$	17,448
	Occupancy			4,008				3,465			15.7	%			5,413
	Equipment			1,789				903			98.2	%			1,607
	Outsourced Data Processing			2,258				2,098			7.6	%			2,378
	Courier			989				835			18.4	%			994
	Postage			576				369			56.2	%			531
	Telephone			622				342			82.0	%			478
	Professional Fees			913				485			88.2	%			779
	Stationery & Supplies			450				272			65.4	%			374
	Loan Expense			491				246			99.1	%			205
	Operational Losses			242				113			113.4	%			221
	Amortization of Identifiable Intangibles			1,671				788			112.1	%			1,695
	FDIC Insurance Assessment			1,442				131			n/m				3,221
	Other Operating			3,298				2,535			30.1	%			3,322
	Sub-total			35,151				25,203			39.5	%			38,666
	VISA Litigation			0				0			n/m				0
	Total Noninterest Expense		$	35,151			$	25,203			39.5	%		$	38,666
	Average Full Time Equivalent Staff			1,086				899			20.8	%			1,176
	Average Assets per Avg. FTE Staff		$	4,671			$	4,602			1.5	%		$	4,477
	Revenues (FTE) per Avg. FTE Staff (a)			283				94			201.1	%			268
	Noninterest Expense/Avg. Earning Assets (a)			3.12	%			2.68	%						3.31	%
	Noninterest Expense/Revenues (FTE)			45.3	%			118.9	%						49.1	%
	(a) Annualized
											%
			9/30'09YTD				9/30'08YTD				Change
	Salaries & Benefits		$	50,221			$	38,670			29.9	%
	Occupancy			14,831				10,297			44.0	%
	Equipment			4,618				2,825			63.5	%
	Outsourced Data Processing			6,740				6,323			6.6	%
	Courier			2,881				2,488			15.8	%
	Postage			1,570				1,142			37.5	%
	Telephone			1,487				1,023			45.3	%
	Professional Fees			2,580				1,704			51.4	%
	Stationery & Supplies			1,191				836			42.5	%
	Loan Expense			1,689				653			158.8	%
	Operational Losses			658				494			33.3	%
	Amortization of Identifiable Intangibles			5,051				2,433			107.6	%
	FDIC Insurance Assessment			4,820				359			n/m
	Other Operating			9,603				7,687			24.9	%
	Sub-total			107,940				76,934			40.3	%
	VISA Litigation			0				(2,338	)		n/m
	Total Noninterest Expense		$	107,940			$	74,596			44.7	%
	Average Full Time Equivalent Staff			1,135				892			27.2	%
	Average Assets per Avg. FTE Staff		$	4,505			$	4,793			-6.0	%
	Revenues (FTE) per Avg. FTE Staff (a)			329				201			63.7	%
	Noninterest Expense/Avg. Earning Assets (a)			3.18	%			2.57	%
	Noninterest Expense/Revenues (FTE)			38.6	%			55.5	%
	(a) Annualized

8. Provision for Loan Losses.
			(dollars in thousands)
											%
			Q3'09				Q3'08				Change			Q2'09
	Average Total Loans		$	3,263,388			$	2,414,317			35.2	%		$	3,383,654
	Avg. Total Covered Loans (1)			974,057				0			n/m				1,045,360
	Avg. Total Non-Covered Loans			2,289,331				2,414,317			-5.2	%			2,338,294
	Non-Covered Loans:
	Provision for Loan Losses		$	2,800			$	600			366.7	%		$	2,600
	Gross Loan Losses			3,870				1,786			116.7	%			3,937
	Net Loan Losses			3,239				1,467			120.8	%			3,281
	Recoveries/Gross Losses			16	%			18	%						17	%
	Net Loan Losses/Avg. Non-Covered Loans (a)			0.56	%			0.24	%						0.56	%
	Provision for Loan Losses/Avg. Loans (a)			0.49	%			0.10	%						0.45	%
	Provision for Loan Losses/Net Loan Losses			86.4	%			40.9	%						79.2	%
											%
			9/30'09YTD				9/30'08YTD				Change
	Average Total Loans		$	3,261,462			$	2,443,574			33.5	%
	Avg. Total Covered Loans (1)			900,922				0			n/m
	Avg. Total Non-Covered Loans			2,360,540				2,443,574			-3.4	%
	Non-Covered Loans:
	Provision for Loan Losses		$	7,200			$	1,800			300.0	%
	Gross Loan Losses			10,735				5,532			94.1	%
	Net Loan Losses			8,987				4,209			113.5	%
	Recoveries/Gross Losses			16	%			24	%
	Net Loan Losses/Avg. Non-Covered Loans (a)			0.51	%			0.23	%
	Provision for Loan Losses/Avg. Loans (a)			0.41	%			0.10	%
	Provision for Loan Losses/Net Loan Losses			80.1	%			42.8	%
	(a) Annualized
	(1) Covered loans represent purchased loans on which losses are shared with the FDIC per a Loss Sharing Agreement. Covered loans were recorded at estimated fair value at February 6, 2009, the date of purchase.

9. Credit Quality.
			(dollars in thousands)
											%
			9/30/09				9/30/08				Change			6/30/09
	Non-Covered Nonperforming Loans:
	Nonperforming Nonaccrual		$	31,352			$	12,132			158.4	%		$	29,603
	Performing Nonaccrual			61				73			-16.4	%			26
	Total Nonaccrual Loans			31,413				12,205			157.4	%			29,629
	Past Due Accruing Loans			602				363			65.9	%			614
	Total Non-Covered Nonperforming Loans			32,015				12,568			154.7	%			30,243
	Non-Covered Repossessed Loan Collateral			4,319				814			430.5	%			4,715
	Total Non-Covered Nonperforming Assets			36,334				13,382			171.5	%			34,958
	Covered Nonperforming Loans (1):
	Nonperforming Nonaccrual			53,255				0			n/m				65,910
	Performing Nonaccrual			26,277				0			n/m				16,901
	Total Nonaccrual Loans			79,532				0			n/m				82,811
	Past Due Accruing Loans			387				0			n/m				8,622
	Total Covered Nonperforming Loans (1)			79,919				0			n/m				91,433
	Covered Repossessed Loan Collateral (1)			18,740				0			n/m				13,691
	Total Covered Nonperforming Assets (1)			98,659				0			n/m				105,124
	Total Nonperforming Assets		$	134,993			$	13,382			n/m			$	140,082
	Non-Covered Classified Loans		$	66,810			$	38,070			75.5	%		$	53,359
	Covered Classified Loans			174,583				0			n/m				153,972
	Total Classified Loans		$	241,393			$	38,070			n/m			$	207,331
	Total Non-Covered Loans Outstanding		$	2,267,130			$	2,408,704			-5.9	%		$	2,322,005
	Total Covered Loans Outstanding (1)			932,656				0			n/m				1,031,643
	Total Loans Outstanding		$	3,199,786			$	2,408,704			32.8	%		$	3,353,648
	Total Assets		$	4,971,159			$	4,089,482			21.6	%		$	5,193,595
	(1) Covered loans and repossessed loan collateral represent purchased assets on which losses are shared with the FDIC per a Loss-Sharing Agreement. Covered assets were recorded at estimated fair value at February 6, 2009, the date of purchase.
	Non-Covered Loans:
	Allowance for Loan Losses		$	42,683			$	50,097			-14.8	%		$	43,122
	Allowance/Non-Covered Loans			1.88	%			2.08	%						1.86	%
	Non-Covered Nonperforming Loans/Total Non-Covered Loans			1.41	%			0.52	%						1.30	%
	Non-Covered Nonperforming Assets/Total Assets			0.73	%			0.33	%						0.67	%
	Allowance/Non-Covered Nonperforming Loans			133	%			399	%						143	%
	Covered Loans (1):
	Fair Value Discount on Covered Loans		$	98,738				n/a						$	114,276
	Discount/Covered Loans			9.57	%			n/a							9.97	%
	Covered Nonperforming Assets/Total Assets			1.98	%			n/a							2.02	%
	Fair Value Discount on Repossessed Loan Collateral		$	4,389				n/a						$	7
	Discount/Covered Repossessed Loan Collateral			18.98	%			n/a							0.05	%
	(1) Covered loans and repossessed loan collateral represent purchased assets on which losses are shared with the FDIC per a Loss-Sharing Agreement. Covered assets were recorded at estimated fair value at February 6, 2009, the date of purchase.

10. Capital.
			(dollars in thousands, except per-share amounts)
											%
			9/30/09				9/30/08				Change			6/30/09
	Common Shareholders' Equity		$	494,383			$	399,128			23.9	%		$	476,620
	Preferred Shareholder's Equity		$	41,335			$	0			n/m			$	82,611
	Total Shareholders' Equity		$	535,718			$	399,128			34.2	%		$	559,231
	Tier I Regulatory Capital			394,283				278,117			41.8	%			421,048
	Total Regulatory Capital			431,913				314,023			37.5	%			458,182
	Total Assets			4,971,159				4,089,482			21.6	%			5,193,595
	Risk-Adjusted Assets			2,866,814				2,790,304			2.7	%			2,890,291
	Shareholders' Equity/Total Assets			10.78	%			9.76	%						10.77	%
	Shareholders' Equity/Total Loans			16.74	%			16.57	%						16.68	%
	Tier I Capital/Total Assets			7.93	%			6.80	%						8.11	%
	Tier I Capital/Risk-Adjusted Assets			13.75	%			9.97	%						14.57	%
	Total Capital/Risk-Adjusted Assets			15.07	%			11.25	%						15.85	%
	Tangible Common Equity Ratio			6.95	%			6.62	%						6.26	%
	Common Shares Outstanding			29,207				28,895			1.1	%			29,214
	Book Value Per Common Share		$	16.93			$	13.81			22.5	%		$	16.31
	Market Value Per Common Share		$	52.00			$	57.53			-9.6	%		$	49.61
	Share Repurchase Programs
			(shares in thousands)
											%
			Q3'09				Q3'08				Change			Q2'09
	Total Shares Repurchased			8				108			-92.6	%			6
	Average Repurchase Price		$	50.45			$	50.10			0.7	%		$	51.90
	Net Shares Repurchased (Issued)			7				(6	)		-220.8	%			(340	)
											%
			9/30'09YTD				9/30'08YTD				Change
	Total Shares Repurchased			30				703			-95.7	%
	Average Repurchase Price		$	46.02			$	49.81			-7.6	%
	Net Shares (Issued) Repurchased			(327	)			123			-365.8	%

11. Period-End Balance Sheets.
			(unaudited, dollars in thousands)
											%
			9/30/09				9/30/08				Change			6/30/09
	Assets:
	Cash and Money Market Assets		$	180,521			$	142,678			26.5	%		$	169,291
	Investment Securities:
	Available For Sale			391,644				304,871			28.5	%			407,127
	Held to Maturity			780,846				962,621			-18.9	%			830,618
	Non-Covered Loans			2,267,130				2,408,704			-5.9	%			2,322,005
	Allowance For Loan Losses			(42,683	)			(50,097	)		-14.8	%			(43,122	)
	Non-Covered Loans, net			2,224,447				2,358,607			-5.7	%			2,278,883
	Covered Loans, net (1)			932,656				0			n/m				1,031,643
	Total Loans, net			3,157,103				2,358,607			33.9	%			3,310,526
	Non-Covered Other Real Estate Owned			4,319				814			n/m				4,715
	Covered Other Real Estate Owned, net (1)			18,740				0			n/m				13,691
	Premises and Equipment			38,982				26,789			45.5	%			26,490
	Identifiable Intangibles			38,264				15,996			139.2	%			39,934
	Goodwill			121,699				121,702			0.0	%			121,699
	Interest Receivable and Other			239,041				155,404			53.8	%			269,504
	Total Assets		$	4,971,159			$	4,089,482			21.6	%		$	5,193,595
	Liabilities and Shareholders' Equity:
	Deposits:
	Noninterest Bearing		$	1,377,215			$	1,173,852			17.3	%		$	1,334,871
	Interest-Bearing Transaction			660,001				518,944			27.2	%			716,706
	Savings			962,823				751,512			28.1	%			968,408
	Time			1,024,587				685,480			49.5	%			1,137,152
	Total Deposits			4,024,626				3,129,788			28.6	%			4,157,137
	Short-Term Borrowed Funds			222,030				487,973			-54.5	%			316,466
	Federal Home Loan Bank Advances			85,904				0			n/m				86,338
	Debt Financing and Notes			26,531				26,665			-0.5	%			26,564
	Interest Payable and Other			76,350				45,928			66.2	%			47,859
	Total Liabilities			4,435,441				3,690,354			20.2	%			4,634,364
	Shareholders' Equity:
	Preferred Stock			41,335				0			n/m				82,611
	Paid-In Capital			368,032				354,537			3.8	%			367,840
	Accumulated Other
	Comprehensive Income			6,053				551			999.0	%			1,747
	Retained Earnings			120,298				44,040			173.2	%			107,033
	Total Common Equity			494,383				399,128			23.9	%			476,620
	Total Shareholders' Equity			535,718				399,128			34.2	%			559,231
	Total Liabilities and
	Shareholders' Equity		$	4,971,159			$	4,089,482			21.6	%		$	5,193,595
	(1) Covered loans and repossessed loan collateral represent purchased assets on which losses are shared with the FDIC per a Loss-Sharing Agreement. Covered assets were recorded at estimated fair value at February 6, 2009, the date of purchase.

12. Income Statements.
			(unaudited, dollars in thousands except per-share amounts)
										%
			Q3'09			Q3'08				Change			Q2'09
	Interest Income:
	Loans		$	48,530		$	36,710			32.2	%		$	49,523
	Money Market Assets			1			1			n/m				1
	Investment Securities:
	Available for Sale			4,272			4,041			5.7	%			4,539
	Held to Maturity			8,393			10,223			-17.9	%			9,009
	Total Interest Income			61,196			50,975			20.1	%			63,072
	Interest Expense:
	Transaction Deposits			263			346			-24.1	%			293
	Savings Deposits			915			1,048			-12.6	%			1,059
	Time Deposits			2,095			3,566			-41.2	%			3,116
	Short-Term Borrowed Funds			804			1,954			-58.8	%			856
	Debt Financing and Notes			423			524			-19.4	%			421
	Total Interest Expense			4,500			7,438			-39.5	%			5,745
	Net Interest Income			56,696			43,537			30.2	%			57,327
	Provision for Loan Losses			2,800			600			n/m				2,600
	Noninterest Income:
	Service Charges			9,479			7,555			25.5	%			9,116
	Merchant Credit Card			2,163			2,611			-17.2	%			2,223
	ATM Fees & Interchange			965			756			27.7	%			1,013
	Debit Card Fees			1,267			970			30.7	%			1,323
	Financial Services Commissions			129			186			-30.8	%			137
	Mortgage Banking			26			39			-32.1	%			25
	Trust Fees			319			293			9.1	%			373
	Net Loss From Equity Securities			0			(41,206	)		n/m				0
	Other			1,613			1,297			24.3	%			2,176
	Total Noninterest Income (Loss)			15,961			(27,499	)		n/m				16,386
	Noninterest Expense:
	Salaries and Benefits			16,402			12,621			30.0	%			17,448
	Occupancy			4,008			3,465			15.7	%			5,413
	Equipment			1,789			903			98.2	%			1,607
	Outsourced Data Processing			2,258			2,098			7.6	%			2,378
	Professional Fees			913			485			88.2	%			779
	FDIC Insurance Assessment			1,442			131			n/m				3,221
	VISA Litigation			0			0			n/m				0
	Other			8,339			5,500			51.6	%			7,820
	Total Noninterest Expense			35,151			25,203			39.5	%			38,666
	Income (Loss) Before Income Taxes			34,706			(9,765	)		n/m				32,447
	Income Tax Provision (Benefit)			9,449			(9,809	)		n/m				9,264
	Net Income			25,257			44			n/m				23,183
	Preferred Stock Dividends and
	Discount Accretion			1,466			0			n/m				1,107
	Net Income Applicable to
	Common Equity		$	23,791		$	44			n/m			$	22,076
	Average Common Shares Outstanding			29,210			28,908			1.0	%			29,126
	Diluted Common Shares Outstanding			29,429			29,273			0.5	%			29,403
	Per Common Share Data:
	Basic Earnings		$	0.81		$	0.00			n/m			$	0.76
	Diluted Earnings			0.81			0.00			n/m				0.75
	Dividends Paid			0.35			0.35			0.0	%			0.35
										%
			9/30'09YTD			9/30'08YTD				Change
	Interest Income:
	Loans		$	143,148		$	112,716			27.0	%
	Money Market Assets			3			3			n/m
	Investment Securities:
	Available for Sale			12,550			14,784			-15.1	%
	Held to Maturity			27,752			31,521			-12.0	%
	Total Interest Income			183,453			159,024			15.4	%
	Interest Expense:
	Transaction Deposits			761			1,145			-33.6	%
	Savings Deposits			2,874			3,482			-17.4	%
	Time Deposits			7,890			12,984			-39.2	%
	Short-Term Borrowed Funds			2,286			9,360			-75.6	%
	Debt Financing and Notes			1,267			1,680			-24.6	%
	Total Interest Expense			15,078			28,651			-47.4	%
	Net Interest Income			168,375			130,373			29.1	%
	Provision for Loan Losses			7,200			1,800			n/m
	Noninterest Income:
	Service Charges			27,017			22,379			20.7	%
	Merchant Credit Card			6,818			7,903			-13.7	%
	ATM Fees & Interchange			2,792			2,238			24.8	%
	Debit Card Fees			3,656			2,852			28.2	%
	Financial Services Commissions			420			689			-39.1	%
	Mortgage Banking			68			106			-35.4	%
	Trust Fees			1,056			973			8.6	%
	Net Loss From Equity Securities			0			(53,686	)		n/m
	FAS 141R Gain			48,844			0			n/m
	Other			5,644			4,583			23.2	%
	Total Noninterest Income (Loss)			96,315			(11,963	)		n/m
	Noninterest Expense:
	Salaries and Benefits			50,221			38,670			29.9	%
	Occupancy			14,831			10,297			44.0	%
	Equipment			4,618			2,825			63.5	%
	Outsourced Data Processing			6,740			6,323			6.6	%
	Professional Fees			2,580			1,704			51.4	%
	VISA Litigation			0			(2,338	)		n/m
	FDIC Insurance Assessment			4,820			359			n/m
	Other			24,130			16,756			44.0	%
	Total Noninterest Expense			107,940			74,596			44.7	%
	Income Before Income Taxes			149,550			42,014			256.0	%
	Provision for Income Taxes			48,285			2,989			n/m
	Net Income			101,265			39,025			159.5	%
	Preferred Stock Dividends and
	Discount Accretion			3,151			0			n/m
	Net Income Applicable to
	Common Equity		$	98,114		$	39,025			151.4	%
	Average Common Shares Outstanding			29,072			28,895			0.6	%
	Diluted Common Shares Outstanding			29,313			29,292			0.1	%
	Per Common Share Data:
	Basic Earnings		$	3.37		$	1.35			149.6	%
	Diluted Earnings			3.35			1.33			151.9	%
	Dividends Paid			1.06			1.04			1.9	%