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Nevada		6022		88-0365922
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Stuart G. Stein, Esq. R. Daniel Keating, Esq. Hogan & Hartson L.L.P. 555 13th Street, N.W. Washington, DC 20004 Telephone: (202) 637-8575 Facsimile: (202) 637-5910		Kenneth J. Baronsky, Esq. Milbank Tweed Hadley & McCloy LLP 601 S. Figueroa Street, 30th Floor Los Angeles, CA 90017 Telephone: (213) 892-4333 Facsimile: (213) 892-4733

Proposed Maximum

Proposed Maximum

Title of Each Class of Securities

Amount to be

Offering

Aggregate

Amount of

To Be Registered

Registered(1)

Price per Unit

Offering Price(2)

Registration Fee(3)

Common Stock, par value $0.0001 per share

3,764,120

Not applicable

$31,664,000

$3,389

(1)	The maximum number of shares of common stock of Western Alliance Bancorporation, issuable to shareholders of Intermountain, upon consummation of the merger of Intermountain with and into Western Alliance.
(2)	Estimated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended, based on the book value of Intermountain common stock expected to be exchanged in connection with the merger as of the latest practicable date prior to the date of filing this registration statement. Estimated solely for the purpose of calculating the registration fee.
(3)	Calculated by multiplying (a) the proposed maximum aggregate offering price for all securities to be registered less the estimated amount of cash to be paid by Western Alliance in connection with the merger by (b) .000107.

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The information in this proxy statement/ prospectus is not complete and may be changed. Western Alliance may not issue the shares of its common stock to be issued in connection with the merger described in this proxy statement/ prospectus until the registration statement filed with the SEC is effective. This proxy statement/ prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

Western Alliance Bancorporation 2700 West Sahara Avenue Las Vegas, Nevada 89102 Telephone: (702) 248-4200		Intermountain First Bancorp 777 N. Rainbow Boulevard Las Vegas, Nevada 89107 Telephone: (702) 310-4000
PROSPECTUS		PROXY STATEMENT

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	1. To adopt and approve an agreement and plan of merger, pursuant to which Intermountain will merge with and into Western Alliance Bancorporation (“Western Alliance”) with Western Alliance surviving (referred to herein as the “merger”).
	2. To transact any other business that properly comes before the special meeting, or any adjournments or postponements of the meeting, including, without limitation, a motion to adjourn the special meeting to another time and/or place for the purpose of soliciting additional proxies in order to approve the merger agreement and the merger or otherwise.

	By order of the Board of Directors
	William Bullard
	Vice President

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			Page
QUESTIONS AND ANSWERS ABOUT THE MERGER				iv
SUMMARY				1
	General			1
	The Companies Involved in the Merger (page 106)			1
	Merger Consideration (page 110)			1
	Intermountain Shareholders Election of Cash or Stock Consideration (page 111)			1
	Non-Electing Shares (page 112)			2
	Material Federal Income Tax Consequences (page 125)			2
	Intermountain Board of Directors Recommends Approval (page 107)			2
	Dissenters’ Appraisal Rights in the Merger (page 121)			3
	Differences in the Rights of Shareholders (page 135)			3
	Intermountain’s Officers and Directors Have Interests in the Merger Which May Be Different From Yours (page 123)			3
	Regulatory Approvals We Must Obtain to Complete the Merger (page 112)			3
	Termination of the Merger Agreement (page 119)			3
	Information About the Special Meeting (page 16)			4
	Share Information and Market Prices (page 137)			4
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS				5
RISK FACTORS				6
SHAREHOLDER MEETING				16
	Matters to be Considered at the Special Meeting			16
	Eligible Votes			16
	Record Date and Voting			16
	Required Vote; Revocability of Proxies			17
RECENT DEVELOPMENTS OF WESTERN ALLIANCE				18
	Unaudited Consolidated Financial Results for 2005 and the Fourth Quarter of 2005			18
	Acquisition of Bank of Nevada			20
	Acquisition of Office Building			20
RECENT DEVELOPMENTS OF INTERMOUNTAIN				21
	Unaudited Consolidated Financial Results for 2005 (Compared to 2004)			21
	Corrective Bonus Payments and Option Rescission			23
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA				24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF WESTERN ALLIANCE				26
INFORMATION ABOUT WESTERN ALLIANCE				63
	Overview and History			63
	Business Strategy			64
	Our Market Areas			65
	Operations			65
	Lending Activities			66
	Credit Policies and Administration			67
	Asset Quality			69
	Allowance for Loan Losses			70
	Investment Activities			71
	Deposit Products and Other Funding Sources			72
	Financial Products & Services			73

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			Page
	Customer, Product and Geographic Concentrations			73
	Competition			73
	Employees			74
	Properties			74
	Legal Proceedings			75
	Financial Information Regarding Segment Reporting			75
SUPERVISION AND REGULATION OF WESTERN ALLIANCE				76
	Bank Holding Company Regulation			76
	Bank Regulation			77
	Regulation of Nonbanking Subsidiaries			78
	Capital Standards			79
	Increasing Competition in Financial Services			81
	Selected Regulation of Banking Activities			82
	Consumer Protection Laws and Regulations			83
	Predatory Lending			84
	Privacy			85
	Compliance			85
	Corporate Governance and Accounting Legislation			86
	Anti-Money Laundering and Anti-Terrorism Legislation			86
MANAGEMENT OF WESTERN ALLIANCE				88
	Executive Officers and Directors			88
	Director Independence			91
	Board Composition			92
	Committees of the Board of Directors			93
	Compensation Committee Interlocks and Insider Participation			94
	Compensation of Directors			95
	Executive Compensation			95
	Stock Option Grants in Fiscal Year 2005			96
	Aggregated Option/ SAR Exercises in Fiscal Year 2005 and Fiscal Year 2005 Year End Option Values			96
	Equity and Benefit Plans			97
	Noncompetition and Indemnification Agreements			101
	Certain Relationships and Related Party Transactions			102
	Other Relationships			102
INFORMATION ABOUT INTERMOUNTAIN				103
	General			103
	Bank Lending			103
	Employees/ Labor Relations			103
	Properties			104
	Legal Proceedings			104
	Securities Authorized for Issuance			104
THE MERGER				105
	The Parties			105
	Bank Merger			105
	Background of the Merger			105
	Reasons for the Merger and Recommendation of the Intermountain Board of Directors			106
	Purpose and Effects of the Merger			108
	Structure			108

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			Page
	Merger Consideration			109
	Election Procedures; Surrender of Stock Certificates			110
	Regulatory Approvals			111
	Conditions to the Merger			113
	Conduct of Intermountain Business Pending the Merger			114
	Conduct of Western Alliance Business Pending the Merger			116
	Third Party Proposals			116
	Expenses; Breakup Fee			116
	Representations and Warranties			117
	Termination and Amendment of the Merger Agreement			118
	Resales of Western Alliance’s Common Stock Received in the Merger			119
	Employee Benefits			120
	Dissenters’ Appraisal Rights			120
	Support Agreement			122
	Interests of Intermountain Directors and Executive Officers in the Merger That are Different Than Yours			122
	New Western Alliance Director			123
	New BankWest of Nevada Directors			123
	Possible Alternative Structures			123
	Accounting Treatment			123
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER				124
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS				128
	Beneficial Ownership of Western Alliance Stock			128
	Beneficial Ownership of Intermountain Stock			129
DESCRIPTION OF WESTERN ALLIANCE CAPITAL STOCK				131
	General			131
	Common Stock			131
	Preferred Stock			131
	Warrants			132
	Anti-Takeover Effects of Provisions of our Articles of Incorporation and Bylaws and Nevada Law			132
	Limitation of Liability and Indemnification			133
	Transfer Agent and Registrar			133
COMPARISON OF SHAREHOLDERS’ RIGHTS				134
MARKET PRICES AND DIVIDENDS				136
WHERE YOU CAN FIND MORE INFORMATION				137
WESTERN ALLIANCE SHAREHOLDER PROPOSALS				137
INTERMOUNTAIN SHAREHOLDER PROPOSALS				137
OTHER MATTERS				138
EXPERTS				138
INDEPENDENT ACCOUNTING FIRM				138
LEGAL MATTERS				138
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF WESTERN ALLIANCE				F-1
Appendix A Agreement and Plan of Merger				A-1
Appendix B Sections 92.A-300 through 92.A-500 of the Nevada Revised Statutes — Dissenters’ Rights				B-1
EX-10.11
EX-10.12: SUPPORT AGREEMENT
EX-10.13: AGREEMENT AND PLAN OF MERGER
EX-23.1: CONSENT OF MCGLADREY & PULLEN LLP

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Q:		Why are Western Alliance and Intermountain proposing the transaction?
A:		Western Alliance and Intermountain have a shared commitment to play integral roles in the growth and expansion of Nevada’s banking industry. The proposed merger provides an opportunity for Western Alliance to substantially expand its presence in the Las Vegas and Henderson markets, and extend its operations into Reno. Intermountain believes that the proposed merger will enable Intermountain to align with a partner who will enhance the banking services available to its customers without sacrificing the personal attention and dedication that Intermountain has always offered.
Q:		What will I receive in the merger?
A:		If the merger agreement is approved and the merger is subsequently completed, you may elect to receive either 2.44 shares of Western Alliance common stock or $71.30 in cash, or some combination thereof, for each share of Intermountain common stock you own, unless you exercise your dissenter’s rights. You will have the opportunity to elect the form of consideration to be received for your shares, subject to allocation procedures set forth in the merger agreement which are intended to ensure that at least 60% of the outstanding shares of Intermountain common stock will be converted into shares of Western Alliance common stock. Therefore, your ability to receive all cash will depend on the elections of other Intermountain shareholders. Western Alliance will pay cash instead of issuing fractional shares.
Q:		How do I make an election?
A:		Each Intermountain shareholder will receive an election form, which you should complete and return, along with your Intermountain stock certificate(s), according to the instructions printed on the form. The election deadline will be 5:00 p.m., New York City time, on                     , 2006, the date prior to the date of the special meeting (the “election deadline”). A copy of the election form is being mailed under separate cover on or about the date of this proxy statement/ prospectus. If you do not send in the election form with your stock certificates by the deadline, you will be deemed not to have made an election and you may be paid in cash, Western Alliance common stock or a combination of cash and stock depending on, and after giving effect to, the number of valid cash elections and stock elections that have been made by other Intermountain shareholders. See “The Merger — Election Procedures; Surrender of Stock Certificates”.
Q:		Can I change my election?
A:		You may change your election at any time prior to the election deadline by submitting to American Stock Transfer & Trust Company written notice accompanied by a properly completed and signed, revised election form. You may revoke your election by submitting written notice to American Stock Transfer & Trust Company prior to the election deadline or by withdrawing your stock certificates prior to the election deadline. Shareholders will not be entitled to change or revoke their elections following the election deadline.
Q:		Will I receive any dividends?
A:		Before the merger takes place, Intermountain has agreed not to pay any dividends to its shareholders. After the merger, any dividends will be based on what Western Alliance pays. Western Alliance has not paid dividends in the past and does not presently intend to pay dividends.
Q:		How many votes are needed to approve the merger?
A:		A majority of the outstanding shares of Intermountain’s common stock entitled to vote must vote in favor of the merger agreement in order for it to be adopted and for the merger to be approved. Accordingly, the failure of any holder of Intermountain voting common stock to vote on this proposal will have the same effect as a vote against the proposal. Each of the executive officers and directors as well as certain other shareholders of Intermountain individually have entered into an agreement with Western Alliance to vote their shares of Intermountain voting common stock in favor of the merger agreement and against any competing proposal. These shareholders held approximately 67.8% of Intermountain’s outstanding voting common stock as of December 31, 2005.

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Q:		What do I need to do now?
A:		You should first carefully read this proxy statement/ prospectus.

		If you hold shares of Intermountain voting common stock:
		• After you have decided how to vote your shares, please indicate on the enclosed proxy card how you want to vote, and sign, date and return it as soon as possible in the enclosed envelope. If you sign and send in your proxy card and do not indicate how you want to vote, your proxy card will be voted FOR approval of the merger agreement and the merger. Not returning a proxy card, or not voting in person at the special meeting or abstaining from voting, will have the same effect as voting AGAINST the merger agreement and the merger.
		• You can choose to attend the special meeting and vote your shares in person instead of completing and returning a proxy card. If you do complete and return a proxy card, you may change your vote at any time up to and including the time of the vote on the day of the special meeting by following the directions in the section “Revocability of Proxies”.
		Whether you hold shares of Intermountain voting or nonvoting common stock:
		• You should complete and return the election form, together with your stock certificate(s), to American Stock Transfer & Trust Company according to the instructions printed on the form. Do not send your Intermountain stock certificates and/or your election form with your proxy card.

Q:		Who can vote?
A:		Intermountain has four series of common stock, two of which are non-voting. Therefore, if you hold non-voting common stock or Series A non-voting common stock, you are not entitled to vote at the Intermountain special meeting. If you hold voting common stock or Series A voting common stock (together, “Intermountain voting common stock”), you are entitled to vote at the Intermountain special meeting if you owned such stock at the close of business on                     , 2006. You will have one vote for each share of Intermountain voting common stock that you owned at that time.
Q:		Can I change my vote after I have mailed my signed proxy card?
A:		Yes. There are three ways for you to revoke your proxy and change your vote. First, you may send a written notice to the Secretary of Intermountain at 777 N. Rainbow Boulevard in Las Vegas, Nevada 89107, stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card. Third, you may vote in person at the special meeting.
Q:		When will the merger close?
A:		The merger is expected to close as soon as possible after the receipt of Intermountain shareholder and regulatory approvals, which is expected in the second quarter of 2006. However, we cannot assure you when or if the merger will occur.
Q:		What do I do with my stock certificates?
A:		You should send your Intermountain common stock certificates to the exchange agent, American Stock Transfer & Trust Company, with your completed, signed election form prior to the election deadline. If you do not send in the election form with your stock certificates by the election deadline, you will be deemed not to have made an election and you may receive cash, Western Alliance common stock or a mixture of cash and stock, for each share of your Intermountain common stock in the merger. Please DO NOT send your stock certificates with your proxy card.
Q:		What needs to be done to complete the merger?
A:		Completion of the merger depends on a number of conditions being met. In addition to compliance with the merger agreement, these include:

		1. Approval of the merger agreement and merger by Intermountain shareholders.
		2. Approval of the merger by federal and state regulatory authorities.

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		3. Approval by the New York Stock Exchange of listing of Western Alliance’s common stock to be issued in the merger.
		4. The absence of any injunction or legal restraint blocking the merger or government proceedings trying to block the merger.
		5. Receipt by Intermountain of a satisfactory legal opinion regarding certain tax matters.
		When the law permits, Western Alliance or Intermountain could decide to complete the merger even though one or more of these conditions has not been met. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Q:		Who can I call with questions or to obtain copies of this proxy statement/ prospectus and other documents?
A:		William Bullard, Vice President of Intermountain, at (702) 310-4000.

		A copy of the merger agreement including each of its exhibits and the other documents described in this proxy statement/ prospectus will be provided to you promptly without charge if you call or write to Dale Gibbons, Chief Financial Officer, Western Alliance Bancorporation, 2700 West Sahara Avenue, Las Vegas, Nevada 89102, Telephone: 702-248-4200. Such documents were also filed as exhibits to the registration statement filed with the SEC to register the shares of Western Alliance’s common stock to be issued in the merger. See “Where You Can Find More Information.”

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	•	difficulty of integrating the operations and personnel;
	•	potential disruption of our ongoing business; and
	•	inability of our management to maximize our financial and strategic position by the successful implementation of uniform product offerings and the incorporation of uniform technology into our product offerings and control systems.

	•	the inability to obtain all required regulatory approvals;
	•	significant costs and anticipated operating losses during the application and organizational phases, and the first years of operation of the new bank;
	•	the inability to secure the services of qualified senior management;
	•	the local market may not accept the services of a new bank owned and managed by a bank holding company headquartered outside of the market area of the new bank;
	•	the inability to obtain attractive locations within a new market at a reasonable cost; and
	•	the additional strain on management resources and internal systems and controls.

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	•	commercial real estate loans of $655.0 million, or 40.4% of total loans,
	•	construction and land development loans of $397.0 million, or 24.5% of total loans,
	•	commercial and industrial loans of 307.0 million, or 19.0% of total loans,
	•	residential real estate loans of $239.5 million, or 14.8% of total loans, and
	•	consumer loans of $21.0 million, or 1.3% of total loans.

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	•	Loan delinquencies, non-performing assets and foreclosures may increase, which could result in higher operating costs, as well as increases in our loan loss provisions;
	•	Demand for our products and services may decline, including the demand for loans, which would adversely affect our revenues; and
	•	Collateral for loans made by us may decline in value, reducing a customer’s borrowing power, and reducing the value of assets and collateral associated with our loans which would cause decreases in net interest income and increasing loan loss provisions.

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	•	further claims of infringement, including costly litigation;
	•	an injunction prohibiting our proposed use of the mark; and
	•	the need to enter into licensing agreements, which may not be available on terms acceptable to us, if at all.

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	1. To adopt and approve an agreement and plan of merger, pursuant to which Intermountain will merge with and into Western Alliance Bancorporation (“Western Alliance”) with Western Alliance surviving (referred to herein as the “merger”).
	2. To transact any other business that properly comes before the special meeting, or any adjournments or postponements of the meeting, including, without limitation, a motion to adjourn the special meeting to another time and/or place for the purpose of soliciting additional proxies in order to approve the merger agreement and the merger or otherwise.

	•	voting common stock;
	•	non-voting common stock;.
	•	Series A voting common stock; and
	•	Series A non-voting common stock.

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	•	delivering to the Secretary of Intermountain First Bancorp, 777 N. Rainbow Boulevard in Las Vegas, Nevada 89107, a written notice of revocation before the special meeting,
	•	delivering to Intermountain a duly executed proxy bearing a later date before the special meeting, or
	•	attending the special meeting and voting in person.

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		For the Year Ended
		December 31,
		2005				2004
		($ in millions)
Selected Balance Sheet Data:
Total assets		$	2,857.3			$	2,176.8
Gross loans, including net deferred fees			1,793.4				1,188.5
Securities			680.5				788.6
Federal funds sold			131.1				23.1
Deposits			2,393.9				1,756.0
Borrowings			80.5				223.6
Junior subordinated debt			30.9				30.9
Stockholders’ equity			244.2				133.6

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		At or for the								For the
		Three Months Ended								Year Ended
		December 31,								December 31,
		2005				2004				2005				2004
		($ in thousands)
Selected Income Statement Data:
Interest income		$	38,975			$	27,075			$	134,910			$	90,855
Interest expense			10,360				5,936				32,568				19,720
Net interest income			28,615				21,139				102,342				71,135
Provision for loan losses			1,962				751				6,179				3,914
Net interest income after provision for loan losses			26,653				20,388				96,163				67,221
Non-interest income			3,403				2,552				12,138				8,726
Non-interest expense			17,050				12,873				64,864				44,929
Income before income taxes			13,006				10,067				43,437				31,018
Income tax expense			4,564				3,638				15,372				10,961
Net Income		$	8,442			$	6,429			$	28,065			$	20,057
Common Share Data:
Net income per share:
Basic		$	0.37			$	0.35			$	1.36			$	1.17
Diluted			0.34				0.33				1.24				1.09
Book value per share			10.71				7.32
Tangible book value per share			10.48				7.02

		At or for the
		Three Months								For the
		Ended								Year Ended
		December 31,								December 31,
		2005				2004				2005				2004
Selected Performance Ratios:
Return on average assets(1)			1.22	%			1.20	%			1.13	%			1.05	%
Return on average stockholders’ equity(1)			13.42				19.00				14.37				17.48
Net interest margin(1)			4.43				4.20				4.40				4.00
Net interest spread			3.43				3.57				3.54				3.44
Efficiency ratio			53.25				54.34				56.66				56.26
Loan to deposit ratio			74.92				67.68

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		At or for the
		Three Months
		Ended
		December 31,
		2005				2004
Capital Ratios:
Tangible Common Equity			8.4	%			5.9	%
Leverage ratio			10.2				7.7
Tier 1 Risk Based Capital			12.8				10.9
Total Risk Based Capital			13.8				12.0
Asset Quality Ratios:
Net charge-offs to average loans outstanding(1)			0.01	%			0.00	%
Non-accrual loans to gross loans			0.01				0.13
Non-accrual loans to total assets			0.00				0.07
Loans past due 90 days and still accruing to total loans			0.00				0.00
Allowance for loan losses to gross loans			1.18				1.28

(1)	Annualized for the three-month periods ended December 31, 2005 and 2004.

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		For the Year Ended
		December 31,
		2005				2004
		($ in millions)
Selected Balance Sheet Data:
Total assets		$	459.4			$	350.4
Gross loans, including net deferred fees			374.2				287.2
Securities			19.1				19.0
Federal funds sold			29.1				25.9
Deposits			395.5				305.0
Borrowings			19.0				9.0
Junior subordinated debt			10.3				10.3
Stockholders’ equity			31.7				24.6

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		For the Year Ended
		December 31,
		2005				2004
		($ in thousands)
Selected Income Statement Data:
Interest income		$	27,866			$	18,647
Interest expense			8,294				3,952
Net interest income			19,572				14,695
Provision for loan losses			456				1,239
Net interest income after provision for loan losses			19,116				13,456
Non-interest income			1,474				1,001
Non-interest expense(1)			12,695				8,818
Income before income taxes			7,895				5,639
Income tax expense			2,991				1,934
Net Income		$	4,904			$	3,705
Common Share Data:
Net income per share:
Basic		$	3.30			$	2.68
Diluted			3.18				2.54
Book value per share			21.32				17.77
Tangible book value per share			21.32				17.77

		For the Year Ended
		December 31,
		2005				2004
Selected Performance Ratios:
Return on average assets			1.21%				1.05%
Return on average stockholders’ equity			17.42				17.48
Net interest margin			5.18				5.16
Net interest spread			4.18				4.47
Efficiency ratio			43.08				44.74
Loan to deposit ratio			94.60				94.16

		For the Year Ended
		December 31,
		2005				2004
Capital Ratios:
Tangible Common Equity			6.89%				7.02%
Leverage ratio			9.07				9.53
Tier 1 Risk Based Capital			9.39				9.38
Total Risk Based Capital			10.42				11.18
Asset Quality Ratios:
Net charge-offs to average loans outstanding			(0.03	)%			0.04%
Non-accrual loans to gross loans			0.00				0.10
Non-accrual loans to total assets			0.00				0.08
Loans past due 90 days and still accruing to total loans			0.00				0.70
Allowance for loan losses to gross loans			1.11				1.25

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(1)	Intermountain has agreed to pay a “bonus” to all individuals who exercised options in 2005 that were originally issued as incentive stock options (“ISOs”) but were subsequently disqualified. This bonus of approximately $167,000 is intended to compensate these individuals for certain tax-related costs of exercising non-incentive stock options.

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			At or for the
			Nine Months Ended
			September 30,								At or for the Years Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
			(Unaudited)								($ in thousands, except per share data)
Selected Balance Sheet Data:
Total assets			$	2,745,014			$	2,126,252			$	2,176,849			$	1,576,773			$	872,074			$	602,703			$	443,665
Loans receivable (net)				1,598,253				1,070,914				1,173,264				721,700				457,906				400,647				319,604
Securities available for sale				595,959				727,772				659,073				583,684				227,238				73,399				—
Securities held to maturity				117,116				125,606				129,549				132,294				5,610				6,055				7,604
Federal funds sold				203,999				22,800				23,115				4,015				113,789				73,099				62,100
Deposits				2,347,498				1,689,940				1,756,036				1,094,646				720,304				549,354				410,177
Short-term borrowings and long-term debt				119,510				263,300				249,194				338,661				50,000				—				—
Junior subordinated debt				30,928				30,928				30,928				30,928				30,928				15,464				—
Stockholders’ equity				238,253				128,022				133,571				97,451				67,442				35,862				32,297
Selected Income Statement Data:
Interest income				95,935				63,780			$	90,855			$	53,823			$	39,117			$	35,713			$	34,032
Interest expense				22,208				13,784				19,720				12,798				9,771				9,140				8,633
Net interest income				73,727				49,996				71,135				41,025				29,346				26,573				25,399
Provision for loan losses				4,217				3,163				3,914				5,145				1,587				2,800				4,299
Net interest income after provision for loan losses				69,510				46,833				67,221				35,880				27,759				23,773				21,100
Noninterest income				8,735				6,175				8,726				4,270				3,935				3,437				2,948
Noninterest operating expenses				47,814				32,056				44,929				27,290				19,050				18,256				16,323
Income before income taxes				30,431				20,952				31,018				12,860				12,644				8,954				7,725
Income taxes				10,808				7,324				10,961				4,171				4,235				3,001				2,664
Net income			$	19,623			$	13,628			$	20,057			$	8,689			$	8,409			$	5,953			$	5,061
Common Share Data:
Net income per share:
	Basic		$	0.99			$	0.81			$	1.17			$	0.61			$	0.79			$	0.55			$	0.47
	Diluted			0.90				0.76				1.09				0.59				0.78				0.54				0.46
Book value per share				10.45				7.02				7.32				5.84				4.98				3.42				3.00
Average shares outstanding:
	Basic			19,841,670				16,838,882				17,189,687				14,313,611				10,677,736				10,730,738				10,765,985
	Diluted			21,856,613				18,034,097				18,405,120				14,613,173				10,715,448				11,038,275				11,023,491
Common shares outstanding				22,793,241				18,236,454				18,249,554				16,681,273				13,908,279				10,850,787				10,779,381

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			At or for the
			Nine Months Ended
			September 30,								At or for the Years Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
			(Unaudited)								($ in thousands, except per share data)
Selected Performance Ratios:
Return on average assets(1)				1.09	%			1.00	%			1.05	%			0.76	%			1.22	%			1.11	%			1.21	%
Return on average stockholders’ equity(1)				14.82				16.84				17.48				12.19				19.39				15.04				16.95
Net interest margin(1)				4.39				3.93				4.00				3.83				4.57				5.50				7.93
Net interest spread(1)				3.58				3.38				3.43				3.27				3.72				4.39				5.53
Efficiency ratio				57.98				57.07				56.26				60.25				57.24				60.83				57.58
Selected Liquidity and Capital Ratios:
Loan to deposit ratio				68.90	%			64.23	%			67.68	%			66.97	%			64.47	%			74.13	%			79.08	%
Average earning assets to interest-bearing liabilities				161.50				150.41				151.29				147.37				155.98				163.14				156.73
Risk based capital:
	Leverage capital			10.3				7.8				7.7				8.9				11.2				8.5				7.2
	Tier 1			13.6				11.3				10.9				13.3				15.4				10.4				9.1
	Total			14.6				12.4				12.0				14.4				18.1				12.3				10.4
Asset Quality Ratios:
Net charge-offs (recoveries) to average loans outstanding				0.02	%			0.00	%			0.00	%			0.17	%			0.19	%			0.27	%			1.24	%
Non-performing loans to gross loans				0.01				0.02				0.13				0.04				0.76				0.23				1.37
Non-performing assets to total assets				0.01				0.01				0.07				0.02				0.41				0.17				1.00
Allowance for loan losses to gross loans				1.19				1.34				1.28				1.55				1.39				1.61				1.46
Allowance for loan losses to non-performing loans				720.24				4,247.08				958.63				4,137.45				181.71				711.82				106.96
Growth Ratios and Other Data:(2)
Percentage change in net income				44.0	%			115.6	%			130.8	%			3.3	%			41.3	%			17.6	%			15.5	%
Percentage change in diluted net income per share				18.4				72.7				84.7				(24.4	)			44.4				17.4				4.5
Percentage change in assets				29.1				52.0				38.1				81.0				44.7				35.7				20.4
Percentage change in gross loans, including deferred fees				49.1				75.4				62.1				57.9				14.0				25.5				22.1
Percentage change in deposits				38.9				61.0				60.4				52.0				31.1				33.9				20.7
Percentage change in equity				86.2				44.4				37.1				44.5				88.1				11.0				18.8
Number of branches				15				13				13				10				5				5				4

(1)	Annualized for the nine-month periods ended September 30, 2005 and 2004.
(2)	Ratios of changes in income are computed based upon the growth over the comparable prior period. Ratios of changes in balance sheet data compare period-end data against the same data from the comparable period-end for the prior year.

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		Key Financial Measures
		At or for the Nine Months
		Ended September 30,								At or for the Years Ended December 31,
		2005				2004				2004				2003				2002
		($ in thousands, except per share data)
Net Income		$	19,623			$	13,628			$	20,057			$	8,689			$	8,409
Basic earnings per share			0.99				0.81				1.17				0.61				0.79
Diluted earnings per share			0.90				0.76				1.09				0.59				0.78
Total Assets			2,745,014				2,126,252				2,176,849				1,576,773				872,074
Gross Loans			1,617,541				1,085,439				1,188,535				733,078				464,355
Total Deposits			2,347,498				1,689,940				1,756,036				1,094,646				720,304
Net interest margin(1)			4.39	%			3.93	%			4.00	%			3.83	%			4.57	%
Efficiency Ratio			57.98				57.07				56.26				60.25				57.24
Return on average assets(1)			1.09				1.00				1.05				0.76				1.22
Return on average equity(1)			14.82				16.84				17.48				12.19				19.39

(1)	Annualized for the nine-month periods ended September 30, 2005 and 2004.

	•	Return on Average Equity, or ROE;
	•	Return on Average Assets, or ROA;
	•	Asset Quality;
	•	Asset and Deposit Growth; and
	•	Operating Efficiency.

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	Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004

		Nine Months Ended
		September 30,
		2005				2004				Increase
		($ in thousands, except per share
		data)
Consolidated Statement of Earnings Data:
Interest income		$	95,935			$	63,780			$	32,155
Interest expense			22,208				13,784				8,424
Net interest income			73,727				49,996				23,731
Provision for loan losses			4,217				3,163				1,054
Net interest income after provision for loan losses			69,510				46,833				22,677
Other income			8,735				6,175				2,560
Other expense			47,814				32,056				15,758
Net income before income taxes			30,431				20,952				9,479
Income tax expense			10,808				7,324				3,484
Net income		$	19,623			$	13,628			$	5,995
Earnings per share — basic		$	0.99			$	0.81			$	0.18
Earnings per share — diluted		$	0.90			$	0.76			$	0.14

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			Nine Months Ended September 30,
			2005												2004
			Average								Average				Average								Average
			Balance				Interest				Yield/Cost(6)				Balance				Interest				Yield/Cost(6)
			($ in thousands)
Earning Assets
Securities:
	Taxable		$	739,072			$	22,053				3.99	%		$	765,629			$	22,097				3.86	%
	Tax-exempt(1)			7,064				256				4.85				7,241				256				4.72
	Total securities			746,136				22,309				4.00				772,870				22,353				3.86
Federal funds sold				82,124				1,919				3.12				29,190				224				1.03
Loans(1)(2)(3)				1,403,124				71,266				6.79				884,730				40,819				6.16
Federal Home Loan Bank stock				13,242				441				4.45				14,046				384				3.65
	Total earnings assets			2,244,626				95,935				5.71				1,700,836				63,780				5.01
Non-earning Assets
Cash and due from banks				76,331												66,513
Allowance for loan losses				(17,255	)											(12,859	)
Bank-owned life insurance				31,064												25,395
Other assets				66,436												44,434
	Total assets		$	2,401,202											$	1,824,319
Interest Bearing Liabilities
Interest-bearing deposits:
	Interest checking		$	107,359			$	407				0.51	%		$	67,778			$	76				0.15	%
	Savings and money market			791,664				11,279				1.90				527,711				5,143				1.30
	Time deposits			276,385				5,438				2.63				207,254				3,125				2.01
	Total interest-bearing deposits			1,175,408				17,124				1.95				802,743				8,344				1.39
Short-term borrowings				72,219				1,305				2.42				186,620				1,961				1.40
Long-term debt				111,314				2,259				2.71				110,487				2,376				2.87
Junior subordinated debt				30,928				1,520				6.57				30,928				1,103				4.76
	Total interest-bearing liabilities			1,389,869				22,208				2.14				1,130,778				13,784				1.63
Non-interest Bearing Liabilities
Noninterest-bearing deposits				823,867												571,745
Other liabilities				10,482												13,679
Stockholders’ equity				176,984												108,117
Total liabilities and stockholders’ equity			$	2,401,202											$	1,824,319
Net interest income and margin(4)							$	73,727				4.39	%						$	49,996				3.93	%
Net interest spread(5)												3.57	%											3.38	%

(1)	Yields on loans and securities have not been adjusted to a tax equivalent basis.
(2)	Net loan fees of $915,000 and $635,000 are included in the yield computation for September 30, 2005 and 2004, respectively.
(3)	Includes average non-accrual loans of $454,000 in 2005 and $347,000 in 2004.
(4)	Net interest margin is computed by dividing net interest income by total average earning assets.
(5)	Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.
(6)	Annualized.

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			Nine Months Ended September 30,
			2005 v. 2004
			Increase (Decrease)
			Due to Changes in(1)
			Volume				Rate				Total
			(In thousands)
Interest on securities:
	Taxable		$	(792	)		$	748			$	(44	)
	Tax-exempt			(6	)			6				—
	Federal funds sold			1,237				458				1,695
Loans				26,330				4,117				30,447
Other investment				(27	)			84				57
Total interest income				26,742				5,413				32,155
Interest expense:
	Interest checking			150				181				331
	Savings and Money market			3,761				2,375				6,136
	Time deposits			1,360				953				2,313
	Short-term borrowings			(2,067	)			1,411				(656	)
	Long-term debt			17				(134	)			(117	)
	Junior subordinated debt			—				417				417
Total interest expense				3,221				5,203				8,424
Net increase			$	23,521			$	210			$	23,731

(1)	Changes due to both volume and rate have been allocated to volume changes.

	•	Trust and investment advisory services,
	•	Services provided to deposit customers, and
	•	Services provided to current and potential loan customers.

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			Nine Months Ended
			September 30,
											Increase
			2005				2004				(Decrease)
			(In thousands)
Trust and investment advisory services			$	4,108			$	1,801			$	2,307
Service charges				1,858				1,884				(26	)
Income from bank owned life insurance				1,045				908				137
Investment securities gains, net				69				14				55
Other				1,655				1,568				87
	Total non-interest income		$	8,735			$	6,175			$	2,560

			Nine Months Ended
			September 30,
											Increase
			2005				2004				(Decrease)
			(In thousands)
Salaries and employee benefits			$	27,049			$	17,934			$	9,115
Occupancy				7,314				5,271				2,043
Customer service				2,930				1,473				1,457
Advertising, public relations and business development				2,023				1,234				789
Legal, professional and director fees				1,523				1,057				466
Correspondent banking service charges and wire transfer costs				1,220				888				332
Audits and exams				1,128				822				306
Data processing				715				467				248
Supplies				804				616				188
Travel and automobile				487				307				180
Insurance				540				383				157
Telephone				558				419				139
Other				1,523				1,185				338
	Total non-interest expense		$	47,814			$	32,056			$	15,758

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	Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

		Years Ended
		December 31,
										Increase
		2004				2003				(Decrease)
		($ in thousands, except per share
		data)
Consolidated Statement of Earnings Data:
Interest income		$	90,855			$	53,823			$	37,032
Interest expense			19,720				12,798				6,922
Net interest income			71,135				41,025				30,110
Provision for loan losses			3,914				5,145				(1,231	)
Net interest income after provision for loan losses			67,221				35,880				31,341
Other income			8,726				4,270				4,456
Other expense			44,929				27,290				17,639
Net income before income taxes			31,018				12,860				18,158
Income tax expense			10,961				4,171				6,790
Net income		$	20,057			$	8,689			$	11,368
Earnings per share — basic		$	1.17			$	0.61			$	0.56
Earnings per share — diluted		$	1.09			$	0.59			$	0.50

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			Years Ended December 31,
			2004												2003
			Average								Average				Average								Average
			Balance				Interest				Yield/Cost				Balance				Interest				Yield/Cost
			($ in thousands)
Earning Assets
Securities:
	Taxable		$	781,407			$	30,373				3.89	%		$	432,425			$	15,938				3.69	%
	Tax-exempt(1)			7,198				341				4.74				7,266				346				4.76
	Total securities			788,605				30,714				3.89				439,691				16,284				3.70
Federal funds sold				25,589				293				1.15				52,735				578				1.10
Loans(1)(2)(3)				947,848				59,311				6.26				571,501				36,792				6.44
Federal Home Loan Bank stock				14,320				537				3.75				6,063				169				2.79
	Total earnings assets			1,776,362				90,855				5.11				1,069,990				53,823				5.03
Non-earning Assets
Cash and due from banks				67,334												41,415
Allowance for loan losses				(13,370	)											(8,783	)
Bank-owned life insurance				25,544												17,934
Other assets				47,077												28,264
	Total assets		$	1,902,947											$	1,148,820
Interest Bearing Liabilities
Interest-bearing deposits:
	Interest checking		$	73,029			$	142				0.19	%		$	51,723			$	93				0.18	%
	Savings and money market			561,744				7,585				1.35				336,012				4,358				1.30
	Time deposits			214,515				4,396				2.05				158,418				3,707				2.34
	Total interest-bearing deposits			849,288				12,123				1.43				546,153				8,158				1.49
Short-term borrowings				239,175				4,472				1.87				111,258				1,671				1.50
Long-term debt				54,733				1,586				2.90				37,701				1,475				3.91
Junior subordinated debt				30,928				1,539				4.98				30,928				1,494				4.83
	Total interest-bearing liabilities			1,174,124				19,720				1.68				726,040				12,798				1.76
Non-interest Bearing Liabilities
Noninterest-bearing deposits				600,790												345,274
Other liabilities				13,268												6,230
Stockholders’ equity				114,765												71,276
Total liabilities and stockholders’ equity			$	1,902,947											$	1,148,820
Net interest income and margin(4)							$	71,135				4.00	%						$	41,025				3.83	%
Net interest spread(5)												3.43	%											3.27	%

(1)	Yields on loans and securities have not been adjusted to a tax equivalent basis.
(2)	Net loan fees of $872,000 and $810,000 are included in the yield computation for 2004 and 2003, respectively.
(3)	Includes average non-accrual loans of $426,000 in 2004 and $393,000 in 2003.
(4)	Net interest margin is computed by dividing net interest income by total average earning assets.
(5)	Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

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			Years Ended December 31,
			2004 v. 2003
			Increase (Decrease)
			Due to Changes in(1)
			Volume				Rate				Total
			(In thousands)
Interest on securities:
	Taxable		$	13,565			$	870			$	14,435
	Tax-exempt			(3	)			(2	)			(5	)
	Federal funds sold			(311	)			26				(285	)
Loans				23,550				(1,031	)			22,519
Other investment				310				58				368
Total interest income				37,111				(79	)			37,032
Interest expense:
	Interest checking			41				8				49
	Savings and Money market			3,048				179				3,227
	Time deposits			1,150				(461	)			689
	Short-term borrowings			2,392				409				2,801
	Long-term debt			494				(383	)			111
	Junior subordinated debt			—				45				45
Total interest expense				7,125				(203	)			6,922
Net increase (decrease)			$	29,986			$	124			$	30,110

(1)	Changes due to both volume and rate have been allocated to volume changes.

	•	Trust and investment advisory services,
	•	Services provided to deposit customers, and
	•	Services provided to current and potential loan customers.

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			Years Ended
			December 31,
											Increase
			2004				2003				(Decrease)
			(In thousands)
Trust and investment advisory services			$	2,896			$	—			$	2,896
Service charges				2,333				1,998				335
Income from bank owned life insurance				1,203				967				236
Mortgage loan pre-underwriting fees				435				792				(357	)
Investment securities gains (losses), net				19				(265	)			284
Other				1,840				778				1,062
	Total non-interest income		$	8,726			$	4,270			$	4,456

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			Years Ended
			December 31,
											Increase
			2004				2003				(Decrease)
			(In thousands)
Salaries and employee benefits			$	25,590			$	15,615			$	9,975
Occupancy				7,309				4,820				2,489
Customer service				1,998				752				1,246
Advertising, public relations and business development				1,672				989				683
Legal, professional and director fees				1,405				1,111				294
Correspondent banking service charges and wire transfer costs				1,260				512				748
Audits and exams				935				435				500
Supplies				838				619				219
Data Processing				641				466				175
Telephone				578				424				154
Insurance				540				305				235
Travel and automobile				467				261				206
Organizational costs				—				604				(604	)
Other				1,696				377				1,319
	Total non-interest expense		$	44,929			$	27,290			$	17,639

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	Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

		Years Ended
		December 31,
										Increase
		2003				2002				(Decrease)
		($ in thousands, except
		per share data)
Consolidated Statement of Earnings Data:
Interest income		$	53,823			$	39,117			$	14,706
Interest expense			12,798				9,771				3,027
Net interest income			41,025				29,346				11,679
Provision for loan losses			5,145				1,587				3,558
Net interest income after provision for loan losses			35,880				27,759				8,121
Other income			4,270				3,935				335
Other expense			27,290				19,050				8,240
Net income before income taxes			12,860				12,644				216
Income tax expense			4,171				4,235				(64	)
Net income		$	8,689			$	8,409			$	280
Earnings per share — basic		$	0.61			$	0.79			$	(0.18	)
Earnings per share — diluted		$	0.59			$	0.78			$	(0.19	)

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			Years Ended December 31,
			2003												2002
			Average								Average				Average								Average
			Balance				Interest				Yield/Cost				Balance				Interest				Yield/Cost
			($ in thousands)
Earning Assets
Securities:
	Taxable		$	432,425			$	15,938				3.69	%		$	143,202			$	6,616				4.62	%
	Tax-exempt(1)			7,266				346				4.76				7,419				354				4.77
	Total securities			439,691				16,284				3.70				150,621				6,970				4.63
Federal funds sold				52,735				578				1.10				51,358				794				1.55
Loans(1)(2)(3)				571,501				36,792				6.44				439,391				31,290				7.12
Federal Home Loan Bank stock				6,063				169				2.79				1,364				63				4.62
	Total earnings assets			1,069,990				53,823				5.03				642,734				39,117				6.09
Non-earning Assets
Cash and due from banks				41,415												33,324
Allowance for loan losses				(8,783	)											(7,110	)
Bank-owned life insurance				17,934												—
Other assets				28,264												18,979
	Total assets		$	1,148,820											$	687,927

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			Years Ended December 31,
			2003												2002
			Average								Average				Average								Average
			Balance				Interest				Yield/Cost				Balance				Interest				Yield/Cost
			($ in thousands)
Interest Bearing Liabilities
Interest-bearing deposits:
	Interest checking		$	51,723			$	93				0.18	%		$	43,139			$	102				0.24	%
	Savings and money market			336,012				4,358				1.30				198,613				3,823				1.92
	Time deposits			158,418				3,707				2.34				112,782				3,469				3.08
	Total interest-bearing deposits			546,153				8,158				1.49				354,534				7,394				2.09
Short-term borrowings				111,258				1,671				1.50				14,332				354				2.47
Long-term debt				37,701				1,475				3.91				27,098				1,085				4.00
Junior subordinated debt				30,928				1,494				4.83				16,108				938				5.82
	Total interest-bearing liabilities			726,040				12,798				1.76				412,072				9,771				2.37
Non-interest Bearing Liabilities
Noninterest-bearing demand deposits				345,274												229,843
Other liabilities				6,230												2,642
Stockholders’ equity				71,276												43,370
Total liabilities and stockholders’ equity			$	1,148,820											$	687,927
Net interest income and margin(4)							$	41,025				3.83	%						$	29,346				4.57	%
Net interest spread(5)												3.27	%											3.72	%

(1)	Yields on loans and securities have not been adjusted to a tax equivalent basis.
(2)	Net loan fees of $810,000 and $674,000 are included in the yield computation for 2003 and 2002, respectively.
(3)	Includes average non-accrual loans of $393,000 in 2003 and $1.3 million in 2002.
(4)	Net interest margin is computed by dividing net interest income by total average earning assets.
(5)	Net interest spread represents average yield earned on interest earning assets less the average rate paid on interest bearing liabilities.

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			Years Ended December 31,
			2003 v. 2002
			Increase (Decrease)
			Due to Changes in(1)
			Volume				Rate				Total
			(In thousands)
Interest on securities:
	Taxable		$	10,660			$	(1,338	)		$	9,322
	Tax-exempt			(7	)			(1	)			(8	)
	Federal funds sold			15				(231	)			(216	)
Loans				8,505				(3,003	)			5,502
Other investment				131				(25	)			106
Total interest income				19,304				(4,598	)			14,706
Interest expense:
	Interest checking			15				(24	)			(9	)
	Savings and Money market			1,782				(1,247	)			535
	Time deposits			1,068				(830	)			238
	Short-term borrowings			1,532				(215	)			1,317
	Long-term debt			217				173				390
	Junior subordinated debt			716				(160	)			556
Total interest expense				5,330				(2,303	)			3,027
Net increase (decrease)			$	13,974			$	(2,295	)		$	11,679

(1)	Changes due to both volume and rate have been allocated to volume changes.

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			Nine Months
			Ended
			December 31,
											Increase
			2003				2002				(Decrease)
			(In thousands)
Service charges			$	1,998			$	1,644			$	354
Income from bank owned life insurance				967				—				967
Mortgage loan pre-underwriting fees				792				719				73
Investment securities gains (losses), net				(265	)			609				(874	)
Other				778				963				(185	)
	Total non-interest income		$	4,270			$	3,935			$	335

			Nine Months
			Ended
			December 31,
											Increase
			2003				2002				(Decrease)
			(In thousands)
Salaries and employee benefits			$	15,615			$	9,921			$	5,694
Occupancy				4,820				3,794				1,026
Legal, professional and director fees				1,111				775				336
Advertising, public relations and business development				989				687				302
Customer service				752				831				(79	)
Supplies				619				350				269
Organizational costs				604				461				143
Correspondent banking service charges and wire transfer costs				512				291				221
Data processing				466				324				142
Audit and exams				435				330				105
Telephone				424				191				233
Insurance				305				209				96
Travel and automobile				261				131				130
Other				377				755				(378	)
	Total non-interest expense		$	27,290			$	19,050			$	8,240

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	Total Assets

	Loans

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							December 31,
			September 30,
			2005				2004				2003				2002				2001				2000
			(In thousands)
Construction and land development			$	396,970			$	323,176			$	195,182			$	127,974			$	82,604			$	37,283
Commercial real estate				655,004				491,949				324,702				209,834				208,683				168,314
Residential real estate				239,538				116,360				42,773				21,893				18,067				20,043
Commercial and industrial				307,045				241,292				159,889				94,411				85,050				84,200
Consumer				21,046				17,682				11,802				10,281				13,156				14,561
Net deferred loan fees				(2,062	)			(1,924	)			(1,270	)			(38	)			(350	)			(51	)
	Gross loans, net of deferred fees			1,617,541				1,188,535				733,078				464,355				407,210				324,350
Less: Allowance for loan losses				(19,288	)			(15,271	)			(11,378	)			(6,449	)			(6,563	)			(4,746	)
			$	1,598,253			$	1,173,264			$	721,700			$	457,906			$	400,647			$	319,604

				December 31, 2004
				Due Within				Due 1-5				Due Over
				One Year				Years				Five Years				Total
				(In thousands)
Construction and land development				$	249,878			$	63,175			$	10,123			$	323,176
Commercial real estate					54,357				153,067				284,525				491,949
Residential real estate					16,101				15,834				84,425				116,360
Commercial and industrial					138,993				90,290				12,009				241,292
Consumer					13,256				4,283				143				17,682
Net deferred loan fees					—				—				—				(1,924	)
		Gross loans, net of deferred fees			472,585				326,649				391,225				1,188,535
Less: Allowance for loan losses					—				—				—				(15,271	)
				$	472,585			$	326,649			$	391,225			$	1,173,264
Interest rates:
	Fixed			$	44,341			$	163,644			$	291,742			$	499,727
	Variable				428,244				163,005				99,483				690,732
Net deferred loan fees					—				—				—				(1,924	)
		Gross loans, net of deferred fees		$	472,585			$	326,649			$	391,225			$	1,188,535

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			At or for the				At or for the Years Ended December 31,
			Nine Months Ended
			September 30, 2005				2004				2003				2002				2001				2000
			($ in thousands)
Total nonaccrual loans			$	175			$	1,591			$	210			$	1,039			$	686			$	3,251
Loans past due 90 days or more and still accruing				2,503				2				65				317				236				1,186
Restructured loans				—				—				—				2,193				—				—
	Total non-performing loans			2,678				1,593				275				3,549				922				4,437
Other real estate owned (OREO)				—				—				—				—				79				—
	Total non-performing assets			2,678				1,593				275				3,549				1,001				4,437
Non-performing loans to gross loans				0.17	%			0.13	%			0.04	%			0.76	%			0.23	%			1.37	%
Non-performing assets to gross loans and OREO				0.17				0.13				0.04				0.76				0.25				1.37
Non-performing assets to total assets				0.09				0.07				0.02				0.41				0.17				1.00
Interest income received on nonaccrual loans			$	3			$	61			$	6			$	158			$	49			$	430
Interest income that would have been recorded under the original terms of the loans				18				96				29				242				108				669

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	Allowance for Loan Losses

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				At or for the
				Nine Months Ended
				September 30,								At or for the Years Ended December 31,
				2005				2004				2004				2003				2002				2001				2000
				($ in thousands)
Allowance for loan losses:
Balance at beginning of period				$	15,271			$	11,378			$	11,378			$	6,449			$	6,563			$	4,746			$	4,166
Provisions charged to operating expenses					4,217				3,163				3,914				5,145				1,587				2,800				4,299
Adjustments(1)					—				—				—				737				(850	)			—				—
Recoveries of loans previously charged-off:
	Construction and land development				—				—				—				—				—				—				—
	Commercial real estate				—				—				—				140				—				—				—
	Residential real estate				3				9				15				1				—				—				—
	Commercial and industrial				156				111				132				272				464				921				87
	Consumer				12				10				10				7				7				32				—
		Total recoveries			171				130				157				420				471				953				87
Loans charged-off:
	Construction and land development				—				—				—				—				—				—				—
	Commercial real estate				—				—				—				140				—				132				—
	Residential real estate				—				9				9				20				60				—				—
	Commercial and industrial				125				104				115				1,090				1,201				1,601				3,516
	Consumer				246				33				54				123				61				203				290
		Total charged-off			371				146				178				1,373				1,322				1,936				3,806
Net charge-offs					200				16				21				953				851				983				3,719
Balance at end of period				$	19,288			$	14,525			$	15,271			$	11,378			$	6,449			$	6,563			$	4,746
Net charge-offs to average loans outstanding					0.02	%			0.00	%			0.00	%			0.17	%			0.19	%			0.27	%			1.24	%
Allowance for loan losses to gross loans					1.19				1.34				1.28				1.55				1.39				1.61				1.46

(1)

In accordance with regulatory reporting requirements and American Institute of Certified Public Accountants’ Statement of Position 01-06, Accounting by Certain Entities that Lend to or Finance the Activities of Others, the Company has reclassified the portion of its allowance for loan losses that relates to undisbursed commitments during the year ended December 31, 2002. During the year ended December 31, 2003, management reevaluated its methodology for calculating this amount and reclassified an amount from other liabilities to the allowance for loan losses. The liability amount was approximately $507,000, $307,000 and $68,000 as of September 30, 2005 and December 31, 2004 and 2003, respectively.

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										December 31,
		September 30,
		2005								2004								2003								2002								2001								2000
						% of								% of								% of								% of								% of								% of
						Loans in								Loans in								Loans in								Loans in								Loans in								Loans in
						Each								Each								Each								Each								Each								Each
						Category								Category								Category								Category								Category								Category
						to Gross								to Gross								to Gross								to Gross								to Gross								to Gross
		Amount				Loans				Amount				Loans				Amount				Loans				Amount				Loans				Amount				Loans				Amount				Loans
Construction and land development		$	5,905				24.5	%		$	4,920				27.1	%		$	3,252				26.6	%		$	1,050				27.6	%		$	1,462				20.3	%		$	493				11.4	%
Commercial real estate			2,432				40.4				2,095				41.3				1,446				44.2				2,531				45.2				1,566				51.2				1,645				51.9
Residential real estate			530				14.8				327				9.8				179				5.8				282				4.7				100				4.4				89				6.2
Commercial and industrial			9,942				19.0				7,502				20.3				6,192				21.8				2,340				20.3				3,110				20.9				2,228				26.0
Consumer			479				1.3				427				1.5				309				1.6				246				2.2				325				3.2				291				4.5
Total		$	19,288				100.0	%		$	15,271				100.0	%		$	11,378				100.0	%		$	6,449				100.0	%		$	6,563				100.0	%		$	4,746				100.0	%

	Investments

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			Carrying Value
							December 31,
			September 30,
			2005				2004				2003				2002
			(In thousands)
U.S. Treasury securities			$	3,496			$	3,501			$	3,014			$	3,040
U.S. Government-sponsored agencies				137,464				118,348				112,537				59,651
Mortgage-backed obligations				552,456				648,100				581,446				156,982
SBA Loan Pools				507				625				1,142				1,779
State and Municipal obligations				7,153				7,290				7,563				8,109
Other				11,999				10,758				10,276				3,287
	Total investment securities		$	713,075			$	788,622			$	715,978			$	232,848

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			September 30, 2005
			Due Under
			1 Year								Due 1-5 Years								Due 5-10 Years								Due Over 10 Years								Total
			Amount				Yield				Amount				Yield				Amount				Yield				Amount				Yield				Amount				Yield
			($ in thousands)
Available for Sale:
U.S. Government-sponsored Agency obligations			$	61,537				3.43	%		$	39,800				3.31	%		$	28,937				3.81	%		$	8,059				4.47	%		$	138,333				3.54	%
Mortgage-backed obligations				—				—				6,703				3.35				—				—				449,973				4.11				456,676				4.10
State and Municipal obligations																								—				—				—				—				—
Other				12,144				4.03				—				—				—				—				—				—				12,144				4.03
	Total available for sale		$	73,681				3.53	%		$	46,503				3.32	%		$	28,937				3.81	%		$	458,032				4.11	%		$	607,153				3.97	%
Held to Maturity:
U.S. Treasury securities			$	2,996				2.71	%		$	500				2.56	%		$	—				—	%		$	—				—	%		$	3,496				2.69	%
State and Municipal obligations				—				—				—				—				1,687				4.67				5,466				4.94				7,153				4.88
Mortgage-backed obligations				—				—				—				—				—				—				105,960				4.38				105,960				4.38
SBA Loan Pools				—				—				—				—				226				3.36				281				3.97				507				3.71
Other				—								—								—								—								—
	Total held to maturity		$	2,996				2.71	%		$	500				2.56	%		$	1,913				4.52	%		$	111,707				4.41	%		$	117,116				4.36	%

			December 31, 2004
			Due Under
			1 Year								Due 1-5 Years								Due 5-10 Years								Due Over 10 Years								Total
			Amount				Yield				Amount				Yield				Amount				Yield				Amount				Yield				Amount				Yield
			($ in thousands)
Available for Sale:
U.S. Government- sponsored Agency obligations			$	—				—			$	66,800				2.40	%		$	24,289				3.51	%		$	27,709				3.59	%		$	118,798				2.91	%
Mortgage-backed obligations				—				—				—				—				7,981				3.41				529,401				4.23				537,382				4.21
Other				10,781				3.71				—				—				—				—				—				—				10,781				3.71
	Total available for sale		$	10,781				3.71	%		$	66,800				2.40	%		$	32,270				3.49	%		$	557,110				4.19	%		$	666,961				3.97	%
Held to Maturity:
U.S. Treasury securities			$	1,000				1.37	%		$	2,501				2.47	%		$	—				—	%		$	—				—	%		$	3,501				2.16	%
State and Municipal obligations				—				—				100				5.04				680				4.66				6,510				4.86				7,290				4.85
Mortgage-backed obligations				—				—				—				—				—				—				118,133				4.36				118,133				4.36
SBA Loan Pools				—				—				—				—				—				—				625				2.43				625				2.43
	Total held to maturity		$	1,000				1.37	%		$	2,601				2.57	%		$	680				4.66	%		$	125,268				4.38	%		$	129,549				4.32	%

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						December 31,
		September 30,
		2005				2004				2003				2002
		(In thousands)
Aggregate carrying value		$	689,920			$	766,448			$	693,983			$	216,633
Aggregate fair value		$	688,191			$	765,453			$	693,044			$	216,633

	Other Assets

	Deposits

											Years Ended December 31,
			Nine Months Ended
			September 30, 2005								2004								2003								2002
			Balance				Rate				Balance				Rate				Balance				Rate				Balance				Rate
			($ in thousands)
Interest checking (NOW)			$	107,359				0.51	%		$	73,029				0.19	%		$	51,723				0.18	%		$	43,139				0.24	%
Savings and money market				791,664				1.90				561,744				1.35				336,012				1.30				198,613				1.92
Time				276,385				2.63				214,515				2.05				158,418				2.34				112,782				3.08
	Total interest-bearing deposits			1,175,408				1.95				849,288				1.43				546,153				1.49				354,534				2.09
Non-interest bearing demand deposits				823,867				—				600,790				—				345,274				—				229,843				—
	Total deposits		$	1,999,275				1.15	%		$	1,450,078				0.84	%		$	891,427				0.92	%		$	584,377				1.27	%

		September 30, 2005
		(In thousands)
3 months or less		$	146,334
3 to 6 months			63,493
6 to 12 months			54,963
Over 12 months			10,535
Total		$	275,325

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	Capital Resources

			September 30, 2005
											Adequately
			Actual								Capitalized(1)								Well-Capitalized
			Amount				Ratio				Amount				Ratio				Amount				Ratio
			($ in thousands)
Leverage ratio (to Average Assets)
	BankWest of Nevada		$	128,451				7.2	%		$	71,796				4.0	%		$	89,745				5.0	%
	Alliance Bank of Arizona(1)			43,910				9.5				18,571				4.0				23,214				5.0
	Torrey Pines Bank(1)			33,171				9.7				13,684				4.0				17,105				5.0
	Company			270,020				10.3				104,659				4.0				130,824				5.0
Tier I Capital (to Risk Weighted Assets)
	BankWest of Nevada		$	128,451				10.5	%		$	48,934				4.0	%		$	73,401				6.0	%
	Alliance Bank of Arizona			43,910				10.1				17,373				4.0				26,059				6.0
	Torrey Pines Bank			33,171				10.8				12,291				4.0				18,436				6.0
	Company			270,020				13.6				79,342				4.0				119,013				6.0
Total Capital (to Risk Weighted Assets)
	BankWest of Nevada		$	140,207				11.5	%		$	97,868				8.0	%		$	122,335				10.0	%
	Alliance Bank of Arizona			48,894				11.3				13,745				8.0				43,431				10.0
	Torrey Pines Bank			36,228				11.8				24,581				8.0				30,727				10.0
	Company			289,817				14.6				158,684				8.0				198,355				10.0

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			December 31, 2004
											Adequately
			Actual								Capitalized(1)								Well-Capitalized
			Amount				Ratio				Amount				Ratio				Amount				Ratio
			($ in thousands)
Leverage ratio (to Average Assets)
	BankWest of Nevada		$	95,449				6.1	%		$	62,970				4.0	%		$	78,713				5.0	%
	Alliance Bank of Arizona			31,810				10.3				12,394				4.0				15,492				5.0
	Torrey Pines Bank			26,774				10.9				9,830				4.0				12,288				5.0
	Company			163,205				7.7				85,321				4.0				106,651				5.0
Tier I Capital (to Risk Weighted Assets)
	BankWest of Nevada		$	95,449				9.4	%		$	40,484				4.0	%		$	60,726				6.0	%
	Alliance Bank of Arizona(1)			31,810				11.3				11,214				4.0				16,821				6.0
	Torrey Pines Bank(1)			26,774				13.4				8,006				4.0				12,010				6.0
	Company			163,205				10.9				59,816				4.0				89,724				6.0
Total Capital (to Risk Weighted Assets)
	BankWest of Nevada		$	105,544				10.4	%		$	80,968				8.0	%		$	101,210				10.0	%
	Alliance Bank of Arizona			35,258				12.6				22,428				8.0				28,035				10.0
	Torrey Pines Bank			28,809				14.4				16,013				8.0				20,016				10.0
	Company			178,784				12.0				119,632				8.0				149,540				10.0

(1)	Alliance Bank of Arizona and Torrey Pines Bank have agreed to maintain a Tier 1 capital ratio of at least 8% for the first three years of their existence.

	Subordinated Debt

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Year Beginning		Percentage
July 25, 2006			107.6875	%
July 25, 2007			106.1500	%
July 25, 2008			104.6125	%
July 25, 2009			103.0750	%
July 25, 2010			101.5375	%
July 25, 2011 and after			100.0000	%

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		December 31, 2004
						Less Than				1-3				3-5				After
		Total				1 Year				Years				Years				5 Years
		(In thousands)
Long term borrowed funds		$	63,700			$	34,400			$	63,700			$	—			$	—
Junior subordinated deferrable interest debentures			30,928				—				—				—				30,928
Operating lease obligations			18,492				3,545				7,080				2,527				5,340
Total		$	113,120			$	37,945			$	70,780			$	2,527			$	36,268

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						December 31, 2004
						Amount of Commitment Expiration Per Period
		At or for the				Total
		Nine Months Ended				Amounts				Less Than				1-3				3-5				After
		September 30, 2005				Committed				1 Year				Years				Years				5 Years
		(In thousands)
Commitments to extend credit		$	674,341			$	423,767			$	292,013			$	78,792			$	8,100			$	44,862
Credit card guarantees			7,404				5,421				5,421				—				—				—
Standby letters of credit			29,506				5,978				3,984				1,994				—				—
Total		$	711,251			$	435,166			$	301,418			$	80,786			$	8,100			$	44,862

							At or for the Years Ended
			At or for the				December 31,
			Nine Months Ended
			September 30, 2005				2004				2003				2002
			($ in thousands)
FHLB Advances:
	Maximum month-end balance		$	96,000			$	174,200			$	163,211			$	11,300
	Balance at end of period			—				151,900				163,211				11,300
	Average balance			31,931				186,662				69,319				9,285
Other:
	Maximum month-end balance		$	55,810			$	78,050			$	78,050			$	6,000
	Balance at end of period			55,810				33,594				78,050				6,000
	Average balance			40,288				52,513				41,939				5,047
Total Short-Term Borrowed Funds			$	55,810			$	185,494			$	241,261			$	17,300
Weighted average interest rate at end of period				2.60	%			2.23	%			1.31	%			2.37	%
Weighted average interest rate during period/year				2.42	%			1.87	%			1.50	%			2.47	%

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						Percentage				Percentage				Percentage
		Economic				Change				of Total				of Equity
Interest Rate Scenario		Value				from Base				Assets				Book Value
		($ in millions)
Up 300 basis points		$	440.4				4.2	%			16.0	%			184.8	%
Up 200 basis points			435.8				3.1				15.9				182.9
Up 100 basis points			429.7				1.7				15.7				180.3
BASE			422.7				—				15.4				177.4
Down 100 basis points			412.1				(2.5	)			15.0				172.9
Down 200 basis points			393.0				(7.0	)			14.3				164.9
Down 300 basis points			365.6				(13.5	)			13.3				153.4

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						Percentage
		Adjusted Net				Change
Interest Rate Scenario		Interest Income				from Base
		(In millions)
Up 300 basis points		$	121.4				6.2	%
Up 200 basis points			120.6				5.5
Up 100 basis points			118.3				3.5
BASE			114.3				—
Down 100 basis points			110.2				(3.6	)
Down 200 basis points			107.8				(5.7	)
Down 300 basis points			107.0				(6.4	)

	FAS No. 123(R), Shared-Based Payment, Revised December 2004

	FASB Interpretation (FIN) 46, Consolidation of Variable Interest Entities

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	•	total assets from $443.7 million to $2.7 billion;
	•	total net loans from $319.6 million to $1.6 billion;
	•	total deposits from $410.2 million to $2.3 billion; and
	•	core deposits (all deposits other than certificates of deposit greater than $100,000) from $355.8 million to $2.1 billion.

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	•	Leveraging our knowledge and expertise. Over the past decade we have assembled an experienced management team and built a culture committed to credit quality and operational efficiency. We have also successfully centralized at our holding company level a significant portion of our operations, processing, compliance, Community Reinvestment Act administration and specialty functions. We intend to grow our franchise and improve our operating efficiencies by continuing to leverage our managerial expertise and the functions we have centralized at Western Alliance.
	•	Maintaining a strong credit culture. We adhere to a specific set of credit standards across our bank subsidiaries that ensure the proper management of credit risk. Western Alliance’s management team plays an active role in monitoring compliance with our Banks’ credit standards. Western Alliance also continually monitors each of our subsidiary banks’ loan portfolios, which enables us to identify and take prompt corrective action on potentially problematic loans. As of September 30, 2005, non-performing assets represented approximately 0.01% of total assets. The average for similarly sized publicly traded banks in the United States was 0.40% as of September 30, 2005.
	•	Attracting seasoned relationship bankers and leveraging our local market knowledge. We believe our success has been the result, in part, of our ability to attract and retain experienced relationship bankers that have strong relationships in their communities. These professionals bring with them valuable customer relationships, and have been an integral part of our ability to expand rapidly in our market areas. These professionals allow us to be responsive to the needs of our customers and provide a high level of service to local businesses. We intend to continue to hire experienced relationship bankers as we expand our franchise.
	•	Focusing on markets with attractive growth prospects. We operate in what we believe to be highly attractive markets with superior growth prospects. Our metropolitan areas have a high per capita income and are expected to experience some of the fastest population growth in the country. We continuously evaluate new markets in the Western United States with similar growth characteristics as targets for expansion. Our long term strategy is to have four to six subsidiary banks each with assets between $500.0 million and $3.0 billion. We intend to implement this strategy through the formation of additional de novo banks or acquiring other commercial banks in new market areas with attractive growth prospects. As of September 30, 2005, we maintained 15 bank branch offices located throughout our market areas. To accommodate our growth and enhance efficiency, we intend to expand over the next 12 months to an aggregate of 24 offices, and to open a service center facility that will provide centralized back-office services and call center support for all our banking subsidiaries.
	•	Attracting low cost deposits. We believe we have been able to attract a stable base of low-cost deposits from customers who are attracted to our personalized level of service and local knowledge. As of September 30, 2005, our deposit base was comprised of 44.7% non-interest bearing deposits, of which 40.7% consisted of title company deposits, 54.5% consisted of other business deposits and 4.8% consisted of consumer deposits. Given our relatively current loan-to-deposit ratio of 68.9%, we expect to obtain additional value in the future by leveraging our low-cost deposit base to increase quality credit relationships.

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	•	BankWest of Nevada. BankWest of Nevada is a Nevada-chartered commercial bank headquartered in Las Vegas, Nevada. BankWest of Nevada opened for business in 1994. As of September 30, 2005, the bank had $1.8 billion in assets, $991.3 million in net loans and $1.6 billion in deposits. BankWest of Nevada has three full- service offices in Las Vegas and two in Henderson.
	•	Alliance Bank of Arizona. Alliance Bank of Arizona is an Arizona-chartered commercial bank headquartered in Phoenix, Arizona. As of September 30, 2005, the bank had $514.1 million in assets, $353.7 million in net loans and $460.1 million in deposits. Alliance Bank has two full-service offices in Phoenix, two in Tucson and one in Scottsdale.

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	•	Torrey Pines Bank. Torrey Pines Bank is a California-chartered commercial bank headquartered in San Diego, California. As of September 30, 2005, the bank had $357.3 million in assets, $253.3 million in net loans and $315.1 million in deposits. Torrey Pines has two full-service offices in San Diego and one in La Mesa.
	•	Miller/ Russell & Associates, Inc. Miller/ Russell offers investment advisory services to businesses, individuals and non-profit entities. As of September 30, 2005, Miller/ Russell had $1.1 billion in assets under management. Miller/ Russell has offices in Phoenix, Tucson, San Diego and Las Vegas.
	•	Premier Trust, Inc. Premier Trust offers clients wealth management services, including trust administration of personal and retirement accounts, estate and financial planning, custody services and investments. As of September 30, 2005, Premier Trust had $247.7 million in trust assets and $131.9 million in assets under management. Premier Trust has offices in Las Vegas and Phoenix.

	•	home equity loans and lines of credit;
	•	home improvement loans;
	•	new and used automobile loans; and
	•	personal lines of credit.

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			September 30, 2005
Loan Type			Amount				Percent
			($ in millions)
Commercial Real Estate			$	655.0				40.4	%
Construction and Land Development				397.0				24.5
Commercial and Industrial				307.0				19.0
Residential Real Estate				239.5				14.8
Consumer				21.0				1.3
Total Gross Loans			$	1,619.5				100.0	%
	Net Deferred Loan Fees			(2.0	)
Gross Loans, net of deferred loan fees			$	1,617.5

	General

	Loan Approval Procedures and Authority

	•	Individual Authorities. The board of directors of each subsidiary bank sets the authorization levels for individual loan officers on a case-by-case basis. Generally, the more experienced a loan officer, the higher the authorization level. The average approval authority for individual loan officers is approximately $475,000 for secured loans and approximately $199,000 for unsecured loans. The maximum approval authority for a loan officer is $1.5 million for secured loans and $750,000 for unsecured loans.
	•	Management Loan Committees. Credits in excess of individual loan limits are submitted to the appropriate bank’s Management Loan Committee. The Management Loan Committees consist of members of the senior management team of that bank and are chaired by that bank’s chief credit

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		officer. The Management Loan Committees have approval authority up to $3.0 million at BankWest of Nevada, $5.0 million at Alliance Bank of Arizona and $2.5 million at Torrey Pines Bank.
	•	Credit Administration. Credits in excess of the Management Loan Committee authority are submitted by the bank subsidiary to Western Alliance’s Credit Administration. Credit Administration consists of the chief credit officers of Western Alliance and BankWest of Nevada. Credit Administration has approval authority up to $18.0 million.
	•	Board of Director Oversight. The Chairman of the Board of Directors of Western Alliance acting with the Chairman of the Credit Committee has approval authority up to each respective bank’s legal lending limit (approximately $35.1 million for BankWest of Nevada, $7.3 million for Alliance Bank of Arizona, and $9.1 million for Torrey Pines Bank, each as of September 30, 2005).

	•	BankWest of Nevada: $14.5 million, consisting of a letter of credit in favor of FNMA on behalf of a single asset entity which develops age restricted apartments;
	•	Alliance Bank of Arizona: $12.6 million, consisting of an $11.4 million real estate loan to a 60-physician medical clinic, secured by the underlying property, and the remainder for multiple equipment loans, secured by the underlying equipment; and
	•	Torrey Pines Bank: $10.4 million, consisting of lines of credit to a construction contractor for the development of single family and other residential properties.

		Percent of Total Capital								Percent of Total Loans
		Policy Limit				Actual				Policy Limit				Actual
Commercial Real Estate — Term			400	%			247	%			65	%			41	%
Construction			250				147				30				25
Commercial and Industrial			200				113				30				19
Residential Real Estate			150				83				65				14
Consumer			50				8				15				1

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	General

	Collection Procedure

	Non-performing Loans

	Criticized Assets

	•	“Watch List/ Special Mention.” Generally these are assets that require more than normal management attention. These loans may involve borrowers with adverse financial trends, higher debt/equity ratios, or weaker liquidity positions, but not to the degree of being considered a “problem loan” where risk of loss may be apparent. Loans in this category are usually performing as agreed, although there may be some minor non-compliance with financial covenants.
	•	“Substandard.” These assets contain well-defined credit weaknesses and are characterized by the distinct possibility that the bank will sustain some loss if such weakness or deficiency is not corrected. These loans generally are adequately secured and in the event of a foreclosure action or liquidation, the

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		bank should be protected from loss. All loans 90 days or more past due and all loans on non-accrual are considered at least “substandard,” unless extraordinary circumstances would suggest otherwise.
	•	“Doubtful.” These assets have an extremely high probability of loss, but because of certain known factors which may work to the advantage and strengthening of the asset (for example, capital injection, perfecting liens on additional collateral and refinancing plans), classification as an estimated loss is deferred until a more precise status may be determined.
	•	“Loss.” These assets are considered uncollectible, and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practicable or desirable to defer writing off the asset, even though partial recovery may be achieved in the future.

	•	results of the quarterly credit quality review;
	•	historical loss experience in each segment of the loan portfolio;
	•	general economic and business conditions affecting our key lending areas;
	•	credit quality trends (including trends in non-performing loans expected to result from existing conditions);
	•	collateral values;
	•	loan volumes and concentrations;
	•	age of the loan portfolio;
	•	specific industry conditions within portfolio segments;
	•	duration of the current business cycle;
	•	bank regulatory examination results; and
	•	external loan review results.

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		September 30, 2005
		Amount				Percent
		($ in millions)
Mortgage-backed Securities		$	552.5				77.5
U.S. Government Sponsored Agencies			137.5				19.3
Municipal Bonds, U.S. Treasuries & Other			23.1				3.2
Total Investment Securities		$	713.1				100.0	%

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	•	Information on current and projected national and local economic conditions and the outlook for interest rates;
	•	The competitive environment in the markets it operates in;
	•	Loan and deposit positions and forecasts, including any concentrations in either; and
	•	FHLB advance rates and rates charged on other sources of funds.

		September 30, 2005
		Amount				Percent
		($ in millions)
Non-interest Bearing Demand		$	1,048.2				44.7
Savings & Money Market			893.7				38.1
Time, $100k and over			275.3				11.7
Interest Bearing Demand			107.7				4.6
Other Time			22.6				0.9
Total Deposits		$	2,347.5				100.0	%

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	•	Internet banking;
	•	Wire transfers;
	•	Electronic bill payment;
	•	Lock box services;
	•	Courier services;
	•	Cash vault; and
	•	Cash management services (including account reconciliation, collections and sweep accounts).

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			Owned or				Original Year
			Leased				Acquired/Term of Lease
BankWest of Nevada
Southwest Regional Office				Owned				2001
	3985 S. Durango Drive
	Las Vegas, NV 89147 - 4131
Henderson Regional Office				Owned				1997
	2890 North Green Valley Parkway
	Henderson, NV 89014 - 0400
Eastern/ Siena Heights Office				Owned				2001
	10199 South Eastern Avenue
	Henderson, NV 89052
Central Regional Office				Owned				2005
	2700 West Sahara Avenue
	Las Vegas, NV 89102 - 1700
Northwest Regional Office				Leased				6/1/98 - 5/31/2013
	7251 West Lake Mead, Suite 100
	Las Vegas, NV 89128 - 8351
Alliance Bank of Arizona
Phoenix Regional Office				Leased				2/1/03 - 8/1/2013
	4646 E. Van Buren, #100
	Phoenix, AZ 85008
Scottsdale Office				Leased				10/1/03 - 9/30/08
	7373 N. Scottsdale Road, A-195
	Scottsdale, AZ 85253
Phoenix Plaza				Leased				7/26/04 - 7/31/09
	2901 N. Central Avenue, Suite 100
	Phoenix, AZ 85012
Tucson Regional Office				Leased				11/1/03 - 10/31/2013
	4703 E. Camp Lowell Office
	Tucson, AZ 85712
Tucson Downtown Office				Leased				7/19/04 - 9/30/09
	1 South Church Avenue, #950
	Tucson, AZ 85701

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			Owned or				Original Year
			Leased				Acquired/Term of Lease
Phoenix Biltmore Park Office				Owned				2005
	2701 E. Camelback Road, ste.100
	Phoenix, Arizona 85016
Tucson Williams Center Office				Owned				2005
	200 S. Craycroft Road
	Tucson, AZ 85711
Torrey Pines Bank
La Mesa Office				Owned				2004
	8379 Center Drive
	La Mesa, CA 91942
Carmel Valley Office				Leased				10/13/03 - 10/12/2013
	12220 El Camino Real, Suite 100
	San Diego, CA 92130
Downtown San Diego				Leased				5/1/03 - 4/30/08
	550 West C Street, Suite 100
	San Diego, CA 92101
Miller/ Russell & Associates, Inc.
Phoenix Office				Leased				09/01/05 - 08/31/10
	2701 E. Camelback Road, Suite 120
	Phoenix, AZ 85016
Golden Triangle				Leased				08/01/05 - 07/31/2015
	4350 Executive Drive, Suite 130
	San Diego, CA 92121

	•	Las Vegas, NV (3 branches and a service center facility)
	•	Henderson, NV (1 branch)
	•	North Las Vegas, NV (1 branch)
	•	Mesa, AZ (1 branch)
	•	San Diego, CA (2 branches)

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	•	Under sections 661.235 and 661.240 of the Nevada Revised Statutes, BankWest of Nevada may not pay dividends unless the bank’s surplus fund, not including any initial surplus fund, equals the bank’s initial stockholders’ equity, including 10% of the previous year’s net profits, and the dividend would not reduce the bank’s stockholders’ equity below the initial stockholders’ equity of the bank or 6% of the total deposit liability of the bank.
	•	Under section 6-187 of the Arizona Revised Statutes, Alliance may pay dividends on the same basis as any other Arizona corporation. Under section 10-640 of the Arizona Revised Statutes, a corporation may not make a distribution to shareholders if to do so would render the corporation insolvent or unable to pay its debts as they become due. However, an Arizona bank may not declare a non-stock dividend out of capital surplus without the approval of the Arizona Superintendent.

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	•	Under section 642 of the California Financial Code, Torrey Pines Bank may not, without the prior approval of the California Commissioner, make a distribution to its shareholders in an amount exceeding the bank’s retained earnings or its net income, whichever is less, during its last three fiscal years, less any previous distributions made during that period by the bank or by any majority-owned subsidiary of the bank. Under section 643 of the California Financial Code, the California Commissioner may approve a larger distribution, but in no event to exceed the bank’s net income during the year, net income during the prior fiscal year or retained earnings, whichever is greatest.

	•	Broadens the activities that may be conducted by bank holding companies and their subsidiaries and by national banks through financial subsidiaries. Under parity provisions of the FDI Act and FDIC

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		regulations, as well as state banking laws and regulations, insured state banks may engage in activities that are permissible for national banks, thereby extending the effect of the GLB Act to state banks as well;
	•	Provides a framework for protecting the privacy of consumer information;
	•	Modifies the laws governing the implementation of the Community Reinvestment Act (“CRA”); and
	•	Addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term activities of financial institutions.

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	•	making unaffordable loans based on the borrower’s assets rather than the borrower’s ability to repay an obligation;
	•	inducing a borrower to refinance a loan repeatedly in order to charge high points and fees each time the loan is refinanced, or loan flipping; and
	•	engaging in fraud or deception to conceal the true nature of the loan obligation from an unsuspecting or unsophisticated borrower.

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	•	interest rates for first lien mortgage loans more than 8 percentage points above the yield on U.S. Treasury securities having a comparable maturity;
	•	interest rates for subordinate lien mortgage loans more than 10 percentage points above the yield on U.S. Treasury securities having a comparable maturity; or
	•	fees, such as optional insurance and similar debt protection costs paid in connection with the credit transaction that, when combined with points and fees, are deemed to be excessive.

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Name		Age				Position with Western Alliance Bancorporation
Robert Sarver			44			Chairman of the Board, President and Chief Executive Officer
Gary Cady			51			Executive Vice President, California Administration
Duane Froeschle			53			Executive Vice President and Chief Credit Officer
Dale Gibbons			45			Executive Vice President and Chief Financial Officer
James Lundy			56			Executive Vice President, Arizona Administration
Linda Mahan			48			Executive Vice President, Operations
Merrill Wall			58			Executive Vice President and Chief Administrative Officer
Larry L. Woodrum			67			Executive Vice President, Nevada Administration and Director
Paul Baker			64			Director
Bruce Beach			56			Director
William S. Boyd			74			Director
Steven J. Hilton			44			Director
Marianne Boyd Johnson			47			Director
Cary Mack			46			Director
Arthur Marshall			76			Director
Todd Marshall			49			Director
M. Nafees Nagy, M.D.			62			Director
James E. Nave, D.V.M.			61			Director
Edward Nigro			63			Director
Donald D. Snyder			58			Director
(1)						Director

(1)	Mr.                     , a director of Intermountain, will be invited to join the board of directors of Western Alliance following consummation of the merger.

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	•	at any time in the last three years, the director is, or has been employed by us, or has an immediate family member that serves or has served as one of our executive officers;
	•	the director or an immediate family member has received more than $100,000 in direct compensation from us over a twelve-month period during the last three years, other than for director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);
	•	the director is a partner or employee of a firm that is our current internal or external auditor, or the director has an immediate family member who is currently a partner of such firm or who is currently employed by the firm in its audit, assurance, or tax compliance practice, or within the last three years, the director or an immediate family member was a partner or employee in such firm and personally worked on our audit in that time;
	•	in the last three years, the director or an immediate family member is or was employed as an executive officer by another company where, at the same time, any of our present executive officers serve or served on that company’s compensation committee; or
	•	the director is currently employed by, or, in the case of an immediate family member, is employed as an executive officer by, another company that has made payments to us, or received payments from us for property or services that, in any of the last three fiscal years, account for more than 2% of such company’s consolidated gross revenue or $1,000,000, whichever is greater.

	•	Class I, whose term will expire at the annual meeting of shareholders to be held in 2006;
	•	Class II, whose term will expire at the annual meeting of shareholders to be held in 2007; and
	•	Class III whose term will expire at the annual meeting of shareholders to be held in 2008.

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	•	the Audit Committee;
	•	the Compensation Committee;
	•	the Nominating and Corporate Governance Committee; and
	•	the Credit Committee.

	Audit Committee.

	•	serving as an independent and objective body to monitor and assess our compliance with legal and regulatory requirements, our financial reporting processes and related internal control systems and the general creation and performance of our internal audit function;
	•	overseeing the compliance of our internal audit function with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002;
	•	overseeing the audit and other services of our outside auditors and being directly responsible for the appointment, independence, qualifications, compensation and oversight of the outside auditors, who will report directly to the audit committee;
	•	providing an open means of communication among our outside auditors, accountants, financial and senior management, our internal auditors, our corporate compliance department and our board;
	•	resolving any disagreements between our management and the outside auditors regarding our financial reporting; and
	•	preparing the audit committee report for inclusion in our proxy statement for our annual meeting.

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	Compensation Committee.

	•	determining the compensation of our executive officers;
	•	reviewing our executive compensation policies and plans;
	•	administering and implementing our equity compensation plans;
	•	determining the number of shares underlying stock options and restricted common stock awards to be granted to our directors, executive officers and other employees pursuant to these plans; and
	•	preparing a report on executive compensation for inclusion in our proxy statement for our annual meeting.

	Nominating and Corporate Governance Committee.

	•	identifying individuals qualified to become members of our board of directors and recommending director candidates for election or re-election to our board;
	•	considering and making recommendations to our board regarding board size and composition, committee composition and structure and procedures affecting directors; and
	•	monitoring our corporate governance principles and practices.

	Credit Committee.

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		Annual Retainer				Per In-person Meeting				Per Telephonic Meeting
BankWest of Nevada		$	5,000			$	2,000			$	2,000
Alliance Bank			—				1,500				1,500
Torrey Pines Bank			—				1,500				1,500

							Annual Compensation
															Awards
															Securities
															Underlying				All Other
Name and Principal Position			Year				Salary				Bonus				Options/SARs				Compensation
Robert Sarver				2005			$	500,000			$	500,000				—			$	6,300	(2)
	Chairman, President and Chief			2004				—				—				65,000				60,000	(1)
	Executive Officer(1)			2003				—				—				—				60,000	(1)
Larry Woodrum				2005				310,000				90,000				19,000				8,430	(2)
	President and Chief Executive Officer,			2004				294,840				94,666				—				8,000	(2)
	BankWest of Nevada			2003				284,048				67,775				—				7,000	(2)
Dale Gibbons				2005				231,000				81,000				19,000				6,500	(2)
	Executive Vice President and			2004				206,000				72,100				—				6,500	(2)
	Chief Financial Officer(3)			2003				145,654	(4)			58,333				50,000				—
James Lundy				2005				212,000				33,000				7,500				6,013	(2)
	President and Chief Executive Officer,			2004				206,000				—				—				4,915	(2)
	Alliance Bank of Arizona			2003				198,454				—				—				3,000	(2)
Linda Mahan				2005				175,000				40,000				7,500				5,285	(2)
	Executive Vice President and			2004				160,365				41,943				—				4,939	(2)
	Chief Operations Officer			2003				148,846				28,757	(5)			—				4,567	(2)

(1)	Mr. Sarver did not receive a salary for years 2002 through 2004. Beginning in 2003, and pursuant to a Consulting Agreement dated as of January 1, 2003, by and between Western Alliance and SWVP Management Co., Inc., an entity owned and operated by Mr. Sarver, Western Alliance made payments of $60,000 per year to SWVP. The Consulting Agreement was terminated in 2005.
(2)	Represents amounts contributed to the Western Alliance Bancorporation 401(k) Plan on behalf of the executive officer.
(3)	Mr. Gibbons joined Western Alliance in May 2003.
(4)	Includes $29,500 of consulting payments paid to Mr. Gibbons prior to joining Western Alliance.
(5)	Includes $1,109 incentive payment for successful completion of outside banking education program.

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						% of Total
						Options/SARs
		Number of Securities				Granted to
		Underlying				Employees in				Exercise or Base				Expiration				Grant Date
Name		Option/SARs Granted				Fiscal Year				Price ($/Share)				Date				Present Value(2)
Robert Sarver			—				—				—				—			$	—
Larry Woodrum			19,000				4.67	%			16.50				1/25/15				76,760
Dale Gibbons			19,000				4.67	%			16.50				1/25/15				76,760
James Lundy			7,500				1.85	%			16.50				1/25/15				30,300
Linda Mahan			7,500				1.85	%			16.50				1/25/15				30,300

(1)	Options were granted on January 25, 2005 and vest annually beginning on January 25, 2006 in five equal installments.
(2)	We used the minimum value method to estimate the grant date present value of the options. We are not endorsing the accuracy of this model. All stock option valuation models, including the minimum value method, require a prediction about future stock prices. The assumptions used in calculating the values shown above were a risk-free rate of return of 4.09%, weighted average life of seven years and no cash dividends. The real value of the options will depend upon the actual performance of our common stock during the applicable period.

										Number of Securities								Value of Unexercised
										Underlying Unexercised								In-the-Money Options/
		Shares								Options/SARs at Year End								SAR’s at Year End(2)
		Acquired on				Value
Name		Exercise				Realized(1)				Exercisable				Unexercisable				Exercisable				Unexercisable
Robert Sarver			—			$	—				15,000				50,000			$	268,050			$	893,500
Larry Woodrum			—				—				51,000				49,000				1,169,020				939,230
Dale Gibbons			—				—				20,000				49,000				456,800				1,396,030
James Lundy			—				—				45,000				37,500				1,027,800				785,475
Linda Mahan			12,000				281,040				27,750				22,500				637,468				442,875

(1)	Represents the difference between the fair market value of our common stock on the date of exercise less the exercise price.
(2)	The dollar values were calculated by determining the difference between the fair market value of our common stock on December 31, 2005 of $29.87 and the exercise price of the option.

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Number of Securities

Remaining Available for

Number of Securities

Future Issuance Under

to Be Issued Upon

Equity Compensation

Exercise of

Weighted-Average Exercise

Plans (Excluding

Outstanding Options,

Price of Outstanding Options,

Securities Reflected in

Warrants and Rights

Warrants and Rights

Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

2,124,794

$

10.10

915,700

Equity compensation plans not approved by security holders

—

—

—

Total

2,124,794

$

10.10

915,700

	2005 Stock Incentive Plan

	•	an increase in the number of reserved shares by 1,000,000;
	•	the inclusion of individual limits on the awards that an individual may receive in a given year under the 2005 Stock Incentive Plan; and
	•	the inclusion of new types of awards consisting of unrestricted stock, stock units, dividend equivalent rights, and performance and annual incentive awards that are in addition to the stock options (incentive and non-qualified), stock appreciation rights and restricted stock which may have been awarded under one or more of the prior plans.

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	•	the first shareholders meeting at which directors are to be elected held after the close of the third calendar year following the calendar year in which this offering occurs; or
	•	the time at which the equity incentive plan is materially amended.

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	•	restricted shares of common stock, which are shares of common stock subject to restrictions;
	•	stock units, which are common stock units subject to restrictions;
	•	unrestricted shares of common stock, which are shares of common stock issued at no cost or for a purchase price determined by the compensation committee which are free from any restrictions under the equity incentive plan;
	•	dividend equivalent rights, which are rights entitling the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock;
	•	stock appreciation rights, which are a right to receive a number of shares or, in the discretion of the committee, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee;
	•	performance and annual incentive awards, ultimately payable in common stock or cash, as determined by the compensation committee. The compensation committee may grant multi-year and annual incentive awards subject to achievement of specified goals tied to business criteria (described below). The committee may specify the amount of the incentive award as a percentage of these business criteria, a percentage in excess of a threshold amount or as another amount which need not bear a strictly mathematical relationship to these business criteria. The compensation committee may modify, amend or adjust the terms of each award and performance goal.

	•	total shareholder return;
	•	total shareholder return as compared to total return of a known index;
	•	net income;
	•	pretax earnings;
	•	earnings before interest expense, taxes, depreciation and amortization;
	•	pretax operating earnings after interest expense and before bonuses, service fees and extraordinary or special items;
	•	operating margin;
	•	earnings per share;
	•	return on equity;

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	•	return on capital;
	•	return on investment;
	•	operating earnings;
	•	working capital;
	•	ratio of debt to shareholders’ equity; and
	•	revenue.

	401(k) Plan

	401(k) Restoration Plan

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	Noncompetition Agreement

	Indemnification Agreement

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Number of Securities

Remaining Available

for Future Issuance

Number of Securities

Under Equity

to Be Issued Upon

Weighted-Average

Compensation plans

Exercise of

Exercise Price of

(Excluding

Outstanding Options,

Outstanding Options,

Securities Reflected

Warrants and Rights

Warrants and Rights

in Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

57,150

$

14.41

24,960

Equity compensation plans not approved by security holders

None

N/A

N/A

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	1. Intermountain’s board compared the purchase price offered for the common stock to the purchase prices obtained by comparable companies in recent transactions.
	2. Intermountain’s board of directors considered the current operating environment, including but not limited to the continued consolidation and increasing competition in the banking and financial services industries, the prospects for further changes in these industries, and the importance of being able to capitalize on developing opportunities in these industries. Intermountain’s board of directors also considered the current and prospective economic and competitive conditions facing Intermountain in its market areas. Intermountain’s board also considered the challenges facing Intermountain in remaining an independent banking institution, the lack of opportunities to grow through potential acquisitions or “merger of equals,” and the difficulties of further enhancing shareholder value.
	3. Intermountain’s board of directors reviewed the terms and conditions of the merger agreement, including the parties’ respective representations, warranties and covenants, the conditions to closing, and the fact that the merger agreement permits Intermountain’s board of directors, in the exercise of its fiduciary duties, under certain conditions, to furnish information to, or engage in negotiations with, a third party which has submitted an unsolicited superior proposal to acquire Intermountain, and provisions providing for Intermountain’s payment of a termination fee to Western Alliance in certain circumstances.
	4. Intermountain’s board of directors considered the ability of Western Alliance to pay the merger consideration, and accordingly, reviewed Western Alliance’s financial condition, results of operations, liquidity and capital position.
	5. Intermountain’s board of directors considered the ability of Western Alliance to consummate the transaction in an efficient and timely manner based on its history of consummating other acquisitions.
	6. Intermountain’s board of directors considered the likelihood of the merger being approved by the appropriate regulatory authorities. See “The Merger — Regulatory Approvals” beginning on page      of this proxy statement/ prospectus for more information.
	7. Intermountain’s board of directors examined current financial market conditions with respect to shares of Intermountain common stock. In particular, the board noted that shares of Western Alliance common stock are publicly traded on the New York Stock Exchange while Intermountain’s common stock is relatively illiquid.
	8. Intermountain’s board of directors considered the potential impact of the merger on Intermountain’s customers. The board viewed the potential impact on customers as positive in view of Western Alliance’s history of providing exceptional service to customers, and the fact that the merger will enhance

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	the services available to Intermountain’s customers without sacrificing the personal attention and dedication that Intermountain has offered.
	9. Intermountain’s board of directors considered the merger’s impact on Intermountain’s employees. Although the board recognized that Western Alliance did not make any commitment to retain any or all of Intermountain’s offices, the board viewed the impact on employees as generally positive, in that they would become part of a more geographically diversified institution with greater resources and opportunities than Intermountain. The board also noted that Western Alliance agreed to use commercially reasonable efforts to ensure that almost all of Intermountain’s employees remain employed with Western Alliance in positions comparable to their positions with Intermountain and to pay severance to employees to whom such positions cannot be given.
	10. Intermountain’s board of directors considered community and societal considerations, and Western Alliance’s commitment to local civic groups, charitable organizations, and the towns and cities in which it operates.
	11. Intermountain’s board of directors considered the fact that the shareholders of Western Alliance would not be required to approve the merger agreement.

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	•	If the number of shares held by Intermountain shareholders who have made no election is sufficient to make up the shortfall in the number of shares of Intermountain common stock to be converted into shares of Western Alliance common stock, then all Intermountain shareholders who made a cash election with respect to some or all of their shares will receive cash for all of the shares with respect to which they made a cash election, and those shareholders who made no election will receive a combination of cash and Western Alliance common stock in whatever proportion is necessary to make up the shortfall.
	•	If the number of shares held by Intermountain shareholders who have made no election is insufficient to make up the shortfall, then all of those shares will be converted into Western Alliance common stock and those Intermountain shareholders who made a cash election with respect to some or all of their shares will receive a combination of cash and Western Alliance common stock in whatever proportion is necessary to make up the shortfall.

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	•	the number of shares of Western Alliance common stock to be subject to the option immediately after the effective time of the merger will be equal to the product of the number of shares of Intermountain common stock subject to the option immediately before the merger, multiplied by 2.44. Any fractional shares of Western Alliance common stock resulting from this multiplication will be rounded down to the nearest whole share; and
	•	the exercise price per share of Western Alliance common stock under the converted option immediately after the merger will be equal to the exercise price per share of Intermountain common stock under the option immediately before the merger divided by 2.44, provided that the exercise price will be rounded up to the nearest cent.

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	•	pay to the exchange agent in advance any transfer or other taxes required by reason of the issuance of a certificate or payment to a person other than the registered holder of the certificate surrendered, or
	•	establish to the satisfaction of the exchange agent that the tax has been paid or is not payable.

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	•	the merger agreement and the merger are approved and adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of Intermountain common stock entitled to vote at the special meeting;
	•	all required regulatory approvals are obtained and remain in full force and effect, all statutory waiting periods related to these approvals have expired, and none of the regulatory approvals or statutory waiting periods contains a non-customary provision that materially alters the benefits for which Western Alliance bargained in the merger agreement;
	•	the Registration Statement is declared effective by the SEC, and no stop order suspending the effectiveness of the Registration Statement is issued and no proceedings for that purpose are initiated or threatened by the SEC; and
	•	no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the merger or any of the other transactions contemplated by the merger agreement from taking place is in effect, and no statute, rule, regulation, order, injunction or decree is enacted, entered, promulgated or enforced by any governmental entity which prohibits, restricts or makes illegal the consummation of the merger.

	•	the representations and warranties of Intermountain contained in the merger agreement are true and correct in all material respects as of the date of the merger agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the closing date of the merger as though made on and as of the closing date;
	•	Intermountain performs in all material respects all covenants and agreements contained in the merger agreement to be performed by Intermountain at or prior to the closing date;
	•	Intermountain obtains the consents, approvals or waivers of each person whose consent or approval is required in order to permit the succession by Western Alliance and BankWest of Nevada pursuant to the merger and the bank merger, respectively, to any obligation, right or interest of Intermountain or Nevada First Bank under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except where the failure to obtain consents, approvals or waivers will not have a material adverse effect on Intermountain, Western Alliance, Nevada First Bank or BankWest of Nevada;
	•	no changes, other than changes contemplated by the merger agreement, in the business, operations, condition (financial or otherwise), assets or liabilities of Intermountain (regardless of whether or not such events or changes are inconsistent with the representations and warranties given in the merger agreement) occur that individually or in the aggregate have or would reasonably be expected to have a material adverse effect on Intermountain;
	•	Intermountain causes to be delivered to Western Alliance on the respective dates thereof “comfort letters” from McGladrey & Pullen, LLP, dated the date on which the proxy materials or last

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		amendment thereto are approved for use, and dated the date of the closing and addressed to Western Alliance and Intermountain, with respect to Intermountain’s financial data presented in the proxy materials; and
	•	that certain stockholders’ agreement dated June 15, 2001 by and among certain stockholders of Intermountain is terminated.

	•	the representations and warranties of Western Alliance contained in the merger agreement are true and correct in all material respects as of the date of the merger agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the closing date of the merger as though made on and as of the closing date;
	•	Western Alliance performs in all material respects all covenants and agreements contained in the merger agreement required to be performed by it at or prior to the closing date;
	•	the consent, approval or waiver of each person whose consent or approval is required in connection with the transactions contemplated by the merger agreement under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which Western Alliance is a party or is otherwise bound shall be obtained;
	•	the shares of Western Alliance common stock to be issued in the merger are approved for listing on the NYSE;
	•	no changes, other than changes contemplated by the merger agreement, in the business, operations, condition (financial or otherwise), assets or liabilities of Western Alliance (regardless of whether or not such events or changes are inconsistent with the representations and warranties given in the merger agreement) occur that individually or in the aggregate have or would reasonably be expected to have a material adverse effect on Western Alliance; and
	•	Intermountain receives an opinion of counsel that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

	•	declaring or paying any dividends or other distributions on its capital stock;
	•	splitting, combining or reclassifying any of its capital stock;
	•	repurchasing, redeeming or otherwise acquiring any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock;
	•	issuing or authorizing or proposing the issuance of any securities, other than the issuance of additional shares of its common stock upon the exercise or fulfillment of rights or options issued or existing under Intermountain’s stock option plan in accordance with their present terms;
	•	amending its articles of incorporation or bylaws;
	•	making capital expenditures aggregating in excess of $25,000;
	•	entering into any new line of business;

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	•	acquiring an equity interest in the assets of other business organizations except in connection with foreclosures, settlements or troubled loan restructurings, or in the ordinary course of business consistent with prudent banking practices;
	•	taking any action that may result in any of its representations and warranties contained in the merger agreement becoming untrue or in any of the applicable conditions contained in the merger agreement not being satisfied;
	•	changing its methods of accounting in effect at December 31, 2004, except as required by changes in regulatory or generally accepted accounting principles;
	•	adopting or amending any employment agreements between Intermountain or its subsidiaries and their employees and directors other than merit increases consistent with past business practices, not to exceed 5% of such employee’s base salary;
	•	entering into, modifying or renewing any agreement or arrangement providing for the payment to any director, officer or employer of compensation or benefits;
	•	hiring any new employee at an annual rate of compensation in excess of $75,000;
	•	promoting any employee to a rank of vice president or more senior;
	•	incurring any indebtedness for borrowed money or assuming the obligations of a third party, except for short-term borrowings with a maturity of six months or less in the ordinary course consistent with past practices;
	•	selling, opening or closing any banking or other office;
	•	making any equity investments in real estate, other than in connection with foreclosures or settlements in lieu of foreclosures or troubled loan restructurings, in the ordinary course of business consistent with past banking practices;
	•	making any new loans or modifying the terms of any existing loans with any affiliated person of Intermountain;
	•	incurring any deposit liabilities, other than in the ordinary course of business consistent with past practice;
	•	purchasing any loans or selling, purchasing or leasing any real property other than consistent with past practices;
	•	originating (a) any loans except in accordance with existing Intermountain lending policies and practices, (b) residential mortgage loans, (c) 30 year residential mortgage loans without interest rate, terms, appraisal, and underwriting do not make them immediately available for sale in the secondary market, (d) unsecured consumer loans in excess of $200,000, (e) commercial business loans in excess of $1,000,000 as to any loan or $1,000,000 in the aggregate as to related loans or loans to related persons, (f) commercial real estate first mortgage loans in excess of $1,000,000 as to any loan or $1,000,000 in the aggregate as to related loans or loans to related borrowers, or (g) modifications and/or extensions of any commercial business or commercial real estate loans in the amounts set forth in the preceding clauses (e) and (f) other than in the ordinary course of business consistent with past practice;
	•	making any investments other than in overnight federal funds and U.S. Treasuries that have a maturity date that does not exceed three months;
	•	selling or purchasing any mortgage loan servicing rights;
	•	taking any actions that would prevent the transactions contemplated by the merger agreement from qualifying as a reorganization under section 368(a) of the Code; or
	•	agreeing or committing to do any of the actions listed above.

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	•	not take any action that may delay the merger or that may result in any of the conditions under its control not being satisfied; and
	•	file mutually acceptable proxy materials relating to the matters described in this proxy statement/ prospectus.

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	•	the proper organization and good standing of Intermountain and Nevada First Bank;
	•	insurance of the Intermountain’s deposit accounts by the FDIC;
	•	capitalization of Intermountain and Nevada First Bank and ownership of shares of Nevada First Bank;
	•	existence of corporate power and authority of Intermountain and Nevada First Bank to execute, deliver and perform their various obligations under the transaction documents;
	•	board approval of the merger agreement;
	•	a listing of all consents and approvals required to complete the merger;
	•	accurate disclosure of loan portfolio and timely filing of reports;
	•	proper presentation of financial statements;
	•	Intermountain’s filings with the FDIC comply in all material respects with applicable requirements;
	•	no broker’s fees;
	•	absence of any material adverse change in Intermountain;
	•	absence of legal proceedings;
	•	timely filing of tax returns and absence of tax claims;
	•	existence of employee benefit plans and material compliance with applicable law;
	•	existence of material contracts and their effectiveness;
	•	absence of regulatory agreements with banking regulators;
	•	material compliance with environmental law;
	•	adequacy of loss reserves;

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	•	existence of properties and assets, absence of encumbrances, and existence of good title;
	•	existence of insurance policies;
	•	operations in material compliance with applicable laws;
	•	existence of loans, their material compliance with applicable laws, proper organization of loan information, and proper perfection of security interests;
	•	accuracy of information regarding Intermountain to be included in this document;
	•	existence of satisfactory internal controls;
	•	a listing of affiliates of Intermountain;
	•	labor matters;
	•	intellectual property matters; and
	•	anti-takeover provisions inapplicable to the transactions contemplated by the merger agreement.

	•	the proper organization and good standing of Western Alliance and BankWest of Nevada;
	•	capitalization of Western Alliance and ownership of shares of BankWest of Nevada;
	•	existence of corporate power and authority of Western Alliance and BankWest of Nevada to execute, deliver and perform their obligations under the transaction documents;
	•	a listing of all regulatory consents and approvals to complete the merger;
	•	absence of material regulatory agreements or legal proceedings;
	•	that the information contained in the various consolidated financial statements of Western Alliance and its subsidiaries delivered to Intermountain is true, correct and complete and fairly presents consolidated operations results and financial condition of Western Alliance and its subsidiaries;
	•	accuracy of information regarding Western Alliance to be included in this document;
	•	that except as set forth in Western Alliance’s quarterly report on Form 10-Q for the period ended September 30, 2005 or in any other filing made by Western Alliance with the SEC since December 31, 2004, neither Western Alliance nor any of its subsidiaries has incurred any material liability, except as contemplated by the merger agreement or in the ordinary course of business consistent with past practices, and no event has occurred which has had, or is likely to have, a material adverse effect (as defined in the merger agreement) on Western Alliance; and
	•	since September 30, 2005, Western Alliance and its subsidiaries have carried on their respective businesses in the ordinary and usual course consistent with past practice.

	•	by mutual written consent of Western Alliance and Intermountain;
	•	by Western Alliance or Intermountain upon written notice if 30 days pass after any required regulatory approval is denied or regulatory application is withdrawn at a regulator’s request unless action is taken during the 30 day period for a rehearing or to file an amended application;
	•	by Western Alliance or Intermountain if the merger has not taken place on or before July 31, 2006, unless the failure to complete the merger by that date is due to the terminating party’s failure to perform or observe its covenants and agreements in the merger agreement;

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	•	by Western Alliance or Intermountain if Intermountain’s shareholders do not approve the merger agreement due to failure to obtain the required vote at a duly held meeting of shareholders;
	•	by either Western Alliance or Intermountain (provided that the terminating party is not then in breach of any representation, warranty, covenant or other agreement contained in the merger agreement that, individually or in the aggregate, would give the other party the right to terminate the merger agreement) if there shall have been a breach of any of the representations or warranties set forth in the merger agreement on the part of the other party, if such breach, individually or in the aggregate, has had or is likely to have a material adverse effect on the breaching party, and such breach is not curable or shall not have been cured within 30 days following receipt by the breaching party of written notice of such breach from the other party thereto or such breach, by its nature, cannot be cured prior to the closing;
	•	by either Western Alliance or Intermountain (provided that the terminating party is not then in breach of any representation, warranty, covenant or other agreement contained in the merger agreement that, individually or in the aggregate, would give the other party the right to terminate the merger agreement) if there shall have been a material breach of any of the covenants or agreements set forth in the merger agreement on the part of the other party, and such breach is not curable or shall not have been cured within 30 days following receipt by the breaching party of written notice of such breach from the other party thereto or such breach, by its nature, cannot be cured prior to the closing;
	•	by Western Alliance, if Intermountain fails to call and hold within 60 days of the effective date of this registration statement a special meeting of Intermountain shareholders to approve the merger agreement, fails to recommend that Intermountain shareholders approve the merger and merger agreement, or fails to oppose a competing third party proposal; and
	•	by Intermountain, if Intermountain has complied with its obligations regarding competing proposals and has given written notice to Western Alliance of its desire to enter into a superior competing transaction (as defined in the merger agreement) and complied with the expense and breakup fee provisions described above.

	•	amend the merger agreement except as provided below;
	•	extend the time for performance of any of the obligations or other acts of the other party;
	•	waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered under the merger agreement; or
	•	waive compliance with any of the agreements or conditions contained in the merger agreement.

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	•	Before the vote on the adoption of the merger agreement occurs at the shareholder meeting, each shareholder who wishes to assert appraisal rights must give written notice to William Bullard, Vice President of Intermountain, before the vote is taken, of the shareholder’s intent to demand payment for his or her shares if the merger takes place and shall not vote or cause or permit to be voted his or her shares in favor of the proposed merger. Neither voting against, abstaining from voting, or failing to vote on the adoption of the merger agreement will constitute notice of intent to demand payment or demand for payment of fair value within the meaning of Section 92A.420.
	•	A dissenting shareholder may NOT vote for approval of the merger agreement. If an Intermountain shareholder returns a signed proxy but does not specify in the proxy a vote against adoption of the merger agreement or an instruction to abstain, the proxy will be voted FOR adoption of the merger agreement, which will have the effect of waiving the rights of that Intermountain shareholder to have

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		his shares purchased at fair value. Abstaining from voting or voting against the adoption of the merger agreement will NOT constitute a waiver of a shareholder’s rights.

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	•	there are no adverse Federal or state income tax consequences to Intermountain shareholders as a result of the modification;
	•	the consideration to be paid to the holders of shares of Intermountain common stock under the merger agreement is not changed in kind or value or reduced in amount; and
	•	the modification will not delay materially or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the completion of the merger.

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	•	a U.S. citizen or resident, as determined for U.S. federal income tax purposes;
	•	a corporation created or organized in or under the laws of the United States or any political subdivision thereof;
	•	an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
	•	a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust.

	•	tax-exempt organizations;
	•	mutual funds;
	•	dealers in securities or foreign currencies;
	•	banks or other financial institutions;
	•	insurance companies;
	•	non-United States persons;
	•	shareholders who acquired shares of Intermountain’s common stock through the exercise of options or otherwise as compensation or through a qualified retirement plan;
	•	shareholders who are subject to the alternative minimum tax;
	•	shareholders who hold shares of Intermountain’s common stock as part of a straddle, hedge, constructive sale or conversion transaction;
	•	traders in securities who elect to apply a mark-to-market method of accounting; and
	•	holders that do not hold their Intermountain common stock as capital assets.

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						Percentage of
		Number of Shares				Common
Beneficial Owner(1)		Beneficially Owned				Stock
Paul Baker			255,055				1.12	%
Bruce Beach			81,168				*
William S. Boyd			6,000				*
Gary Cady			116,563				*
Duane Froeschle			209,311				*
Dale Gibbons			88,700				*
Steve Hilton			245,055				1.07	%
Marianne Boyd Johnson			4,606,331				20.19	%
James Lundy			170,295				*
Cary Mack			105,697				*
Linda Mahan			61,484				*
Arthur Marshall			231,996				1.02	%
Todd Marshall			613,839				2.69	%
M. Nafees Nagy			843,252				3.70	%
James Nave			512,244				2.25	%
Edward Nigro			263,660				1.16	%
Robert Sarver			3,552,021				14.90	%
Donald Snyder			209,371				*
Merrill Wall			67,000				*
Larry Woodrum			154,800				*
All directors and executive officers as a group (20 persons)			12,393,842				51.14	%

	*	Less than one percent

(1)

In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of common stock if such person has or shares voting power and/or investment power with respect to the shares, or has a right to acquire beneficial ownership at any time within 60 days from December 31, 2005. As used herein, “voting power” includes the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.

The table includes, with respect to Mr. Sarver, 30,000 shares held by Mr. Sarver’s spouse over which he disclaims all beneficial ownership. The table also includes the following: 263,950 shares subject to outstanding options exercisable within 60 days after December 31, 2005 and 1,160,672 shares subject to outstanding warrants exercisable within 60 days after December 31, 2005. Shares subject to outstanding stock options and warrants, which an individual has the right to acquire within 60 days after December 31, 2005, are deemed to be outstanding for the purpose of computing the percentage of

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	outstanding securities of the class of stock owned by such individual or any group including such individual only. Beneficial ownership may be disclaimed as to certain of the securities.
	Outstanding options reflected in the table are held as follows: Mr. Baker, 2,800 shares; Mr. Beach, 1,600 shares; Mr. Cady 21,300 shares; Mr. Froeschle 31,500 shares; Mr. Gibbons, 23,800 shares; Mr. Hilton, 2,800 shares; Ms. Johnson, 2,800 shares; Mr. Lundy, 46,500 shares; Mr. Mack, 2,200 shares; Ms. Mahan, 29,250 shares; Mr. A. Marshall, 2,800 shares; Mr. T. Marshall, 2,800 shares; Dr. Nagy, 600 shares; Dr. Nave, 2,800 shares; Mr. Nigro, 2,800 shares; Mr. Sarver, 15,000 shares; Mr. Snyder 2,800 shares; Mr. Woodrum, 54,800 shares; and Mr. Wall 15,000 shares. Outstanding warrants reflected in the table are as follows: Mr. Froeschle 44,381 shares; Mr. Hilton, 68,274 shares; Mr. Lundy, 34,137 shares; and Mr. Sarver, 1,013,880 shares.

(2)	The business address of each of the executive officers and directors is 2700 West Sahara Avenue, Las Vegas, Nevada 89102, Telephone: (702) 248-4200.

										Percentage of
		Number of Shares of				Percentage of				Western Alliance
		Intermountain Voting				Intermountain				Common Stock
		Common Stock				Voting Common				Owned after the
Beneficial Owner(1)		Beneficially Owned				Stock				Merger(2)
William Bullard			118,519	(3)			9.1	%			1.2%
Dipak K. Desai, M.D.			122,202	(4)			9.4	%			1.5%
Mark Fine			46,127				3.5	%			*
Timothy Herbst			48,798	(5)			3.7	%			*
K. James King			40,314	(6)			3.1	%			*
Thomas Land			114,086	(7)			8.7	%			1.3%
Michael Luce			52,169	(8)			4.0	%			*
Sandra Mallin			4,426				*				*
Ned Martin			1,103				*				*
Arvind A. Menon			34,199	(9)			2.3	%			*
Hugh G. Merriman, M.D.			34,859				2.7	%			*
James E. Rogers			111,422	(10)			9.3	%			2.1%
Perry Rogers			9,759	(11)			*				*
Frank Schreck, Jr.			48,802				3.7	%			*
Harvey Whittemore			25,000				1.9	%			*
William C. Wortman			48,802				3.7	%			*
All Current Directors and Executive Officers as a group (16 persons)			860,587	(12)			65.9	%			9.8%
Other Principal Shareholders:
Andre Agassi			120,961	(13)			9.3	%			1.4%

*	Less Than One Percent

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		Number of Shares of
		Intermountain				Percentage of
		Non-Voting Common				Intermountain
		Stock Beneficially				Non-Voting
Beneficial Owner(1)		Owned				Common Stock
Andre Agassi			24,015				13.3	%
Dipak K. Desai, M.D.			32,331				17.9	%
Maloof Companies			14,910				8.3	%
James E. Rogers			109,187	(10)			60.5	%

	(1)	The business address of each of the executive officers and directors is 777 N. Rainbow Boulevard, Las Vegas, Nevada 89107, Telephone: (702) 310-4000.
	(2)	Includes number of Intermountain voting and non-voting common stock. Assumes 100% stock election by each individual and 60% stock election by all Intermountain stockholders on an aggregate basis.
	(3)	Includes 118,519 shares held by Fertitta Enterprises, of which Mr. Bullard is Chief Financial Officer.
	(4)	Includes 22,601 shares held by Dr. Desai directly, 77,401 shares held in the name of the Hari Om Family Partnership, an entity controlled by Dr. Desai, 12,000 shares held in the name of Ravi Patel, Uniform Trust for Minors Act, of which Dr. Desai is a trustee, and 10,200 shares held in the name of Lina Multani. Does not include 18,289 and 14,042 shares of non-voting common stock held by Dr. Desai and the Hari Om Family Partnership, respectively.
	(5)	Includes 16,268 shares held by Mr. Herbst, 16,265 shares held by Edward Herbst, Mr. Herbst’s brother and 16,265 shares held by Troy Herbst, Mr. Herbst’s brother.
	(6)	Includes 2,114 shares held by Mr. King directly, and 38,200 shares held by R&R Partners, of which Mr. King is an affiliate.
	(7)	Includes 63 shares held by Mr. Thomas Land directly and 114,023 shares held by the Maloof companies, of which Mr. Land is the Chief Financial Officer. Does not include 14,910 shares of non-voting common stock held by the Maloof companies.
	(8)	Includes 3,367 shares held by Mr. Luce directly, and 48,802 shares held by The Walters Group, of which Mr. Luce is President.
	(9)	Includes 3,600 shares which may be acquired pursuant to the exercise of options under the Intermountain option plan. Options to acquire 3,600 shares at $17 per share expire on December 16, 2013. Percentage calculation assumes all 3,600 shares acquired upon exercise of the options.

(10)	Includes 4,689 shares of voting common stock held by Mr. James Rogers directly, and 101,848 shares of voting common stock held in the name of Sunbelt Communications Co., a corporation controlled by Mr. Rogers. Includes 4,885 shares held by Cheryl Purdue as custodian for Maren Renee Plant, under the California Transfers to Minors Act. Maren Renee Plant is Mr. Rogers’ granddaughter. Does not include 109,187 shares of non-voting common stock held by Sunbelt Communications Co. Also, the shares beneficially owned by Mr. Perry Rogers are attributable to James E. Rogers for the purposes of the Change in Bank Control Act of 1978, as amended, and are attributable to Sunbelt Communications Co. for the purposes of the Bank Holding Company Act of 1956, as amended. See footnote (11).
(11)	Includes 4,182 shares held by Mr. Perry Rogers directly, and 5,577 shares held by Mr. Perry Rogers as trustee for his daughter Hanna Rogers. Also, under the Change in Bank Control Act of 1978, as amended, the 4,531 shares directly owned by James E. Rogers, the 98,418 shares owned by Sunbelt Communications Co., a company controlled by Mr. James E. Rogers, and the 4,885 shares held by Cheryl Purdue as custodian for Maren Renee Plant are attributable to Mr. Perry Rogers. See footnote (10).
(12)	Includes shares (and shares acquirable upon exercise of options) owned by the current members of the regular board and the executive officers, as a group.
(13)	Includes 102,333 held by Mr. Agassi and 18,628 shares owned by Phil Agassi, Mr. Agassi’s brother, which under the Change in Bank control Act of 1978, as amended, are attributable to Mr. Agassi. Does not include 24,015 shares of non-voting common stock held by Mr. Andre Agassi.

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	•	the effect on employees, suppliers and customers;
	•	the economy of Nevada and the nation;
	•	the effect on the communities in which offices of the corporation are located; and
	•	the long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be better served by continued independence.

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		Western Alliance		Intermountain
Shareholder Action by Written Consent		Shareholders may not act by written consent in lieu of a meeting.		Shareholders may act without a meeting by written consent of the holders of a majority in interest of the voting power of the company.
Types of Shares		There is currently only one class of capital stock, common stock; the board of directors has the authority, without further action by the shareholders, to issue preferred stock.		There are four series of common stock: Voting Common Stock, Non-Voting Common Stock, Series A Voting Common Stock, and Series A Non-Voting Common Stock. The Series A Voting and Non-Voting Stock include a non-detachable right, exercisable upon notice by the company, to purchase additional shares of common stock. In addition, the company is authorized to issue from time to time additional shares, the class, number of shares, designation, rights, preferences, privileges and restrictions of which will be determined by the board of directors.
Special Shareholder Meetings		A special meeting of shareholders may be called only by the chairman of the board or by the board of directors.		A special meeting of shareholders may be called by the chairman of the board, by the board of directors, or by any one or more shareholders owning in the aggregate not less than 25% of the voting stock of the company.
Undesignated Preferred Stock		No shares of preferred stock are issued and outstanding, and there is no current intent to issue preferred stock in the immediate future. The board of directors has the authority, without further		No shares of preferred stock are issued and outstanding. The company is authorized to issue from time to time additional shares, the class, number of shares, designation, rights,

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		Western Alliance		Intermountain
		action by the stockholders, to issue from time to time the undesignated preferred stock in one or more series and to fix the number of shares, designations, preferences, powers, and relative, participating, optional or other special rights and the qualifications or restrictions thereof.		preferences, privileges and restrictions of which will be determined by the board of directors.
Amendment of Articles of Incorporation and Bylaws		Amendment of the articles of incorporation requires the approval by holders of at least two thirds of the outstanding shares of each class entitled to vote as a separate class on such matters. Amendment of the bylaws requires the approval by holders of at least 80% of the voting power of the issued and outstanding shares of capital stock.		The articles of incorporation may be amended to the extent and in the manner prescribed by the laws of the State of Nevada. The bylaws may be amended by the vote or written consent of shareholders entitled to exercise a majority of the voting power of the company. Subject to this right, the bylaws may be amended by the board of directors.
Share Warrants		As of December 31, 2005, there were warrants outstanding to purchase 1,160,672 shares of common stock, at a per share exercise price of $7.62, all of which are exercisable. The warrants expire on June 12, 2010.		There are currently no warrants outstanding.
Anti-Takeover Provisions		• Board of directors has the authority to issue undesignated preferred stock. • Special meetings of shareholders may be called only by the chairman of the board or by the board of directors. • Shareholders may not act by written consent in lieu of a meeting. • The board of directors is divided into three classes, with one class being elected each year by the shareholders. Once elected, directors may be removed only by the affirmative vote of at least 80% of the outstanding common stock.		• Board of directors has the authority to issue undesignated preferred stock. • Directors may be removed only by vote of at least2/3 (two- thirds) of the issued and outstanding voting shares of the company at a meeting of the shareholders or by unanimous written consent.

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		Western Alliance		Intermountain
		• Amendment of the articles of incorporation requires the approval by holders of at least two-thirds of the outstanding shares of each class entitled to vote as a separate class on such matters. • Amendment of the bylaws requires the approval by holders of at least 80% of the voting power of the issued and outstanding shares of capital stock.

		Market Price ($)
For the Quarter Ended		High				Low
September 30, 2005			31.50				25.75
December 31, 2005			30.01				24.39

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Audited:
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets at December 31, 2004 and 2003			F-3
Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002			F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002			F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002			F-6
Notes to Consolidated Financial Statements			F-7
Unaudited:
Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004			F-35
Consolidated Statements of Income for the three months ended and nine months ended September 30, 2005 and 2004			F-36
Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2005			F-37
Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004			F-38
Notes to Consolidated Financial Statements			F-39

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	/s/ McGladrey & Pullen, llp
	McGLADREY & PULLEN, LLP

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					2004				2003
					($ in thousands, except per
					share amounts)
ASSETS
Cash and due from banks					$	92,282			$	61,893
Federal funds sold						23,115				4,015
			Cash and cash equivalents			115,397				65,908
Securities held to maturity (approximate fair value $128,984 and $131,572, respectively)						129,549				132,294
Securities available for sale						659,073				583,684
Gross loans, including net deferred loan fees						1,188,535				733,078
Less: Allowance for loan losses						(15,271	)			(11,378	)
			Loans, net			1,173,264				721,700
Premises and equipment, net						29,364				18,038
Bank owned life insurance						26,170				24,967
Investment in Federal Home Loan Bank stock						15,097				12,628
Accrued interest receivable						8,359				6,389
Deferred tax assets, net						5,949				4,778
Goodwill						3,946				—
Other intangible assets, net of accumulated amortization of $183 and $0, respectively						1,440				673
Other assets						9,241				5,714
			Total assets		$	2,176,849			$	1,576,773
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
	Non-interest bearing demand deposits				$	749,550			$	441,160
	Interest bearing deposits:
		Demand				103,723				61,797
		Savings and money market				665,425				415,308
		Time, $100 and over				219,451				160,397
		Other time				17,887				15,984
						1,756,036				1,094,646
Federal Home Loan Bank advances and other borrowings
		One year or less				185,494				241,261
		Over one year				63,700				97,400
Junior subordinated debt						30,928				30,928
Due to broker for pending investment purchases						—				9,750
Accrued interest payable and other liabilities						7,120				5,337
			Total liabilities			2,043,278				1,479,322
Commitments and Contingencies
Stockholders’ Equity
Common stock, par value $.0001; shares authorized 50,000,000; shares issued and outstanding 2004: 18,249,554; 2003:16,681,273						2				2
Additional paid-in capital						80,459				62,533
Retained earnings						58,216				38,159
Accumulated other comprehensive loss — net unrealized loss on available for sale securities						(5,106	)			(3,243	)
			Total stockholders’ equity			133,571				97,451
			Total liabilities and stockholders’ equity		$	2,176,849			$	1,576,773

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				2004				2003				2002
				($ in thousands, except per
				share amounts)
Interest income on:
	Loans, including fees			$	59,311			$	36,792			$	31,290
	Securities — taxable				30,373				15,938				6,616
	Securities — nontaxable				341				346				354
	Dividends — taxable				537				169				63
	Federal funds sold and other				293				578				794
		Total interest income			90,855				53,823				39,117
Interest expense on:
	Deposits				12,123				8,158				7,394
	Federal Home Loan Bank advances and other borrowings, short-term				4,472				1,671				354
	Federal Home Loan Bank advances and other borrowings, long-term				1,586				1,475				1,085
	Junior subordinated debt				1,539				1,494				938
		Total interest expense			19,720				12,798				9,771
		Net interest income			71,135				41,025				29,346
Provision for loan losses					3,914				5,145				1,587
		Net interest income after provision for loan losses			67,221				35,880				27,759
Other income:
	Trust and investment advisory services				2,896				—				—
	Service charges				2,333				1,998				1,644
	Income from bank owned life insurance				1,203				967				—
	Mortgage loan pre-underwriting fees				435				792				719
	Investment securities gains (losses), net				19				(265	)			609
	Other				1,840				778				963
					8,726				4,270				3,935
Other expense:
	Salaries and employee benefits				25,590				15,615				9,921
	Occupancy				7,309				4,820				3,794
	Customer service				1,998				752				831
	Advertising, public relations and business development				1,672				989				687
	Legal, professional and director fees				1,405				1,111				775
	Correspondent banking service charges and wire transfer costs				1,260				512				291
	Audits and exams				935				435				330
	Supplies				838				619				350
	Data processing				641				466				324
	Telephone				578				424				191
	Insurance				540				305				209
	Travel and automobile				467				261				131
	Organizational costs				—				604				461
	Other				1,696				377				755
					44,929				27,290				19,050
		Income before income taxes			31,018				12,860				12,644
Income tax expense					10,961				4,171				4,235
		Net income		$	20,057			$	8,689			$	8,409
Earnings per share:
	Basic			$	1.17			$	0.61			$	0.79
	Diluted			$	1.09			$	0.59			$	0.78

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																												Accumulated
																												Other
								Common Stock								Additional												Comprehensive
				Comprehensive												Paid-In				Treasury				Retained				Income
Description				Income				Shares Issued				Amount				Capital				Stock				Earnings				(Loss)				Total
				($ in thousands, except per share amounts)
Balance, December 31, 2001									3,616,929			$	3,617			$	10,621			$	(2,372	)		$	24,111			$	(114	)		$	35,863
Stock options exercised									17,798				18				75				—				—				—				93
Effect of three-for-one stock split									7,269,454				—				—				—				—				—				—
Effect of change in par value									—				(3,634	)			3,634				—				—				—				—
Issuance of 3,004,098 shares of common stock at $7.03 per share and 1,502,049 stock warrants at $.59 per warrant, net of offering costs of $636									3,004,098				—				21,363				—				—				—				21,363
Comprehensive income
	Net income			$	8,409				—				—				—				—				8,409				—				8,409
	Other comprehensive income
		Unrealized holding gains on securities available for sale arising during the period, net of taxes of $1,090			2,116
		Less: reclassification adjustment for gains included in net income, net of taxes of $207			(402	)
		Net unrealized holding gains			1,714				—				—				—				—				—				1,714				1,714
				$	10,123
Balance, December 31, 2002									13,908,279				1				35,693				(2,372	)			32,520				1,600				67,442
Stock options exercised, including tax benefit of $256									108,042				—				434				—				—				—				434
Issuance of 711,310 shares of common stock $7.03 per share, net of offering costs of $116									711,310				—				4,884				—				—				—				4,884
Issuance of 2,297,560 shares of common stock at $9 per share, net of offering costs of $55									2,297,560				1				20,622				—				—				—				20,623
Issuance of 100,000 shares of common stock at $9 per share in connection with merger									100,000				—				900				—				—				—				900
Treasury stock purchased at $9 per share (75,338 shares)									—				—				—				(678	)			—				—				(678	)
Retirement of treasury stock									(443,918	)			—				—				3,050				(3,050	)			—				—
Comprehensive income:
	Net income			$	8,689				—				—				—				—				8,689				—				8,689
	Other comprehensive income
		Unrealized holding losses on securities available for sale arising during the period, net of taxes of $2,602			(5,018	)
		Less reclassification adjustment for losses included in net income, net of taxes of $90			175
		Net unrealized holding losses			(4,843	)			—				—				—				—				—				(4,843	)			(4,843	)
				$	3,846
Balance, December 31, 2003									16,681,273				2				62,533				—				38,159				(3,243	)			97,451
Stock options exercised									97,800				—				415				—				—				—				415
Stock warrants exercised									20,481				—				156				—				—				—				156
Issuance of 1,250,000 shares of common stock at $12 per share, net of offering costs of $45									1,250,000				—				14,955				—				—				—				14,955
Issuance of 200,000 shares of common stock at $12 per share, in connection with merger									200,000				—				2,400				—				—				—				2,400
Comprehensive income:
	Net income			$	20,057				—				—				—				—				20,057				—				20,057
	Other comprehensive income
		Unrealized holding losses on securities available for sale arising during the period, net of taxes of $1,096			(1,850	)
		Less reclassification adjustment for gains included in net income, net of taxes of $6			(13	)
		Net unrealized holding losses			(1,863	)			—				—				—				—				—				(1,863	)			(1,863	)
				$	18,194
Balance, December 31, 2004									18,249,554			$	2			$	80,459			$	—			$	58,216			$	(5,106	)		$	133,571

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					2004				2003				2002
					($ in thousands)
Cash Flows from Operating Activities:
Net income					$	20,057			$	8,689			$	8,409
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				2,629				1,804				1,651
		Net amortization of securities premiums				3,698				2,937				1,310
		Tax benefit from exercise of stock options				—				256				—
		Stock dividends received, FHLB stock				(536	)			(167	)			(63	)
		Provision for loan losses				3,914				5,145				1,587
		Deferred taxes				(69	)			(1,470	)			(223	)
		(Increase) in accrued interest receivable				(1,970	)			(2,811	)			(1,316	)
		(Increase) in bank-owned life insurance				(1,203	)			(967	)			—
		(Increase) in other assets				(844	)			(2,732	)			(1,234	)
		Increase in accrued interest payable and other liabilities				1,627				1,686				528
		Other, net				(29	)			326				(637	)
			Net cash provided by operating activities			27,274				12,696				10,012
Cash Flows from Investing Activities:
	Purchases of securities held to maturity					(32,706	)			(121,192	)			(4,044	)
	Proceeds from maturities of securities held to maturity					35,241				11,416				4,492
	Purchases of securities available for sale					(441,986	)			(506,246	)			(249,777	)
	Proceeds from maturities of securities available for sale					305,908				102,051				28,714
	Proceeds from the sale of securities available for sale					41,775				30,051				69,117
	Net cash (paid) received in settlement of acquisition					(2,177	)			246				—
	Purchase of Federal Home Loan Bank stock					(1,933	)			(10,908	)			(737	)
	Net increase in loans made to customers					(455,457	)			(268,828	)			(57,997	)
	Purchase of premises and equipment					(13,899	)			(7,071	)			(1,605	)
	Purchase of bank-owned life insurance					—				(24,000	)			—
			Net cash used in investing activities			(565,234	)			(794,481	)			(211,837	)
Cash Flows from Financing Activities:
	Net increase in deposits					661,390				374,342				170,950
	Proceeds from issuance of junior subordinated debt					—				—				15,000
	Net (repayments) proceeds from borrowings					(89,467	)			288,661				50,000
	Proceeds from exercise of stock options and stock warrants					571				178				93
	Proceeds from stock issuance					14,955				25,507				21,364
	Repurchase of treasury stock					—				(678	)			—
			Net cash provided by financing activities			587,449				688,010				257,407
			Increase (decrease) in cash and cash equivalents			49,489				(93,775	)			55,582
Cash and Cash Equivalents, beginning of year						65,908				159,683				104,101
Cash and Cash Equivalents, end of year					$	115,397			$	65,908			$	159,683
Supplemental Disclosure of Cash Flow Information
	Cash payments for interest				$	19,601			$	11,675			$	9,391
	Cash payments for income taxes				$	10,129			$	4,855			$	4,416
Supplemental Disclosure of Noncash Investing and Financing Activities
	Stock issued in connection with acquisitions (Note 2)				$	2,400			$	900			$	—
	Securities transferred from available for sale to held to maturity				$	—			$	16,862			$	—
	Purchase of available for sale securities pending settlement				$	—			$	9,750			$	—
	Retirement of treasury stock				$	—			$	3,050			$	—

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Note 1.	Nature of Business and Summary of Significant Accounting Policies

	Nature of business

	Use of estimates in the preparation of financial statements

	Principles of consolidation

	Cash and cash equivalents

	Securities

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	Loans

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	Interest and fees on loans

	Transfers of financial assets

	Bank owned life insurance

	Federal Home Loan Bank stock

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	Premises and equipment

		Years
Bank premises			31
Equipment and furniture			5-10
Leasehold improvements			6-10

	Organization and start-up costs

	Other intangible assets

	Goodwill

	Income taxes

	Stock compensation plans

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			2004				2003				2002
Net income:
	As reported		$	20,057			$	8,689			$	8,409
	Deduct total stock-based employee compensation expense determined under fair value based method for all awards			(696	)			(440	)			(87	)
	Related tax benefit for nonqualified stock options			33				9				—
	Pro forma		$	19,394			$	8,258			$	8,322
Earnings per share:
	Basic — as reported		$	1.17			$	0.61			$	0.79
	Basic — pro forma			1.13				0.58				0.78
	Diluted — as reported			1.09				0.59				0.78
	Diluted — pro forma			1.05				0.56				0.77

		2004				2003				2002
Expected life in years			7				7				7
Risk-free interest rate			3.93	%			3.58	%			3.78	%
Dividends rate			None				None				None
Fair value per optional share		$	2.84			$	1.96			$	1.61

	Off-balance sheet instruments

	Trust assets and investment advisory assets under management

	Fair values of financial instruments

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	Cash and cash equivalents

	The carrying amounts reported in the consolidated balance sheets for cash and due from banks and federal funds sold approximate their fair value.

	Securities

	Fair values for securities are based on quoted market prices where available or on quoted markets for similar securities in the absence of quoted prices on the specific security.

	Federal Home Loan Bank stock

	The Company’s subsidiary banks are members of the Federal Home Loan Bank (FHLB) system and maintain an investment in capital stock of the FHLB. No ready market exists for the FHLB stock and it has no quoted market value.

	Loans

For variable rate loans that reprice frequently and that have experienced no significant change in credit risk, fair values are based on carrying values. Variable rate loans comprised approximately 58% and 54% of the loan portfolio at December 31, 2004 and 2003, respectively. Fair value for all other loans is estimated based on discounted cash flows using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. Prepayments prior to the repricing date are not expected to be significant. Loans are expected to be held to maturity and any unrealized gains or losses are not expected to be realized.

	Accrued interest receivable and payable

	The carrying amounts reported in the consolidated balance sheets for accrued interest receivable and payable approximate their fair value.

	Deposit liabilities

The fair value disclosed for demand and savings deposits is by definition equal to the amount payable on demand at their reporting date (that is, their carrying amount). The carrying amount for variable-rate deposit accounts approximates their fair value. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on

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	certificates to a schedule of aggregated expected monthly maturities on these deposits. Substantially all of the Company’s certificates of deposit at December 31, 2004 and 2003 mature in less than one year. Early withdrawals of fixed-rate certificates of deposit are not expected to be significant.

	Federal Home Loan Bank and other borrowings

	The fair values of the Company’s borrowings are estimated using discounted cash flow analyses, based on the Company’s incremental borrowing rates for similar types of borrowing arrangements.

	Junior subordinated debt

	The carrying amounts reported in the consolidated balance sheets for junior subordinated debt instruments approximate their fair value due to the variable nature of these instruments.

	Off-balance sheet instruments

	Fair values for the Company’s off-balance sheet instruments (lending commitments and standby letters of credit) are based on quoted fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

	Earnings per share

			2004				2003				2002
Basic:
	Net income applicable to common stock		$	20,057			$	8,689			$	8,409
	Average common shares outstanding			17,189,687				14,313,611				10,677,736
	Earnings per share		$	1.17			$	0.61			$	0.79
Diluted:
	Net income applicable to common stock		$	20,057			$	8,689			$	8,409
	Average common shares outstanding			17,189,687				14,313,611				10,677,736
	Stock option adjustment			694,801				254,021				37,712
	Stock warrant adjustment			520,632				45,541				—
	Average common shares outstanding			18,405,120				14,613,173				10,715,448
	Earnings per share		$	1.09			$	0.59			$	0.78

	Reclassifications

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	Recent accounting pronouncements

Note 2.	Mergers and Acquisition Activity

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			Miller/Russell				Premier Trust
Cash			$	230			$	363
Furniture and equipment				67				18
Customer relationship intangible asset				950				673
Goodwill				3,946				—
Other assets				463				103
	Total assets acquired			5,656				1,157
Other liabilities assumed				849				140
	Net assets acquired		$	4,807			$	1,017

Note 3.	Restrictions on Cash and Due from Banks

Note 4.	Securities

		2004
						Gross				Gross
		Amortized				Unrealized				Unrealized
		Cost				Gains				(Losses)				Fair Value
Securities held to maturity
U.S. Treasury securities		$	3,501			$	—			$	(26	)		$	3,475
Small Business Administration loan pools			625				—				(8	)			617
Municipal obligations			7,290				464				—				7,754
Mortgage-backed securities			118,133				3				(998	)			117,138
		$	129,549			$	467			$	(1,032	)		$	128,984
Securities available for sale
U.S. Government-sponsored agencies		$	118,798			$	7			$	(457	)		$	118,348
Mortgage-backed securities			537,382				631				(8,046	)			529,967
Other			10,781				—				(23	)			10,758
		$	666,961			$	638			$	(8,526	)		$	659,073

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		2003
						Gross				Gross
		Amortized				Unrealized				Unrealized
		Cost				Gains				(Losses)				Fair Value
Securities held to maturity
U.S. Treasury securities		$	3,014			$	5			$	—			$	3,019
Small Business Administration loan pools			1,142				4				(4	)			1,142
Municipal obligations			7,563				212				—				7,775
Mortgage-backed securities			120,575				300				(1,239	)			119,636
		$	132,294			$	521			$	(1,243	)		$	131,572
Securities available for sale
U.S. Government-sponsored agencies		$	112,223			$	314			$	—			$	112,537
Mortgage-backed securities			466,063				793				(5,985	)			460,871
Other			10,329				—				(53	)			10,276
		$	588,615			$	1,107			$	(6,038	)		$	583,684

		Less Than Twelve
		Months								Over Twelve Months
		Gross								Gross
		Unrealized				Fair				Unrealized				Fair
		Losses				Value				Losses				Value
Securities held to maturity
U.S. Treasury securities		$	26			$	3,475			$	—			$	—
Small Business Administration loan pools			4				305				4				312
Mortgage-backed securities			795				84,144				203				26,050
		$	825			$	87,924			$	207			$	26,362

		Less Than Twelve
		Months								Over Twelve Months
		Gross								Gross
		Unrealized				Fair				Unrealized				Fair
		Losses				Value				Losses				Value
Securities available for sale
U.S. Government-sponsored agencies		$	457			$	105,589			$	—			$	—
Mortgage-backed securities			4,641				359,352				3,405				99,699
Other			23				10,758				—				—
		$	5,121			$	475,699			$	3,405			$	99,699

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		Amortized				Fair
		Cost				Value
Securities held to maturity
Due in one year or less		$	1,000			$	999
Due after one year through five years			2,601				2,579
Due after five years through ten years			680				727
Due after ten years			6,510				6,924
Small Business Administration loan pools			625				617
Mortgage-backed securities			118,133				117,138
		$	129,549			$	128,984
Securities available for sale
Due in one year or less		$	—			$	—
Due after one year through five years			66,800				66,489
Due after five years through ten years			24,289				24,191
Due after ten years			27,709				27,668
Mortgage-backed securities			537,382				529,967
Other			10,781				10,758
		$	666,961			$	659,073

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Note 5.	Loans

		2004				2003
Construction and land development, including raw commercial land of approximately $77,252 for 2004 and $42,872 for 2003		$	323,176			$	195,182
Commercial real estate			491,949				324,702
Residential real estate			116,360				42,773
Commercial and industrial			241,292				159,889
Consumer			17,682				11,802
Less: net deferred loan fees			(1,924	)			(1,270	)
			1,188,535				733,078
Less:
Allowance for loan losses			(15,271	)			(11,378	)
		$	1,173,264			$	721,700

		2004				2003
Total impaired loans, all with an allowance for loan losses		$	1,718			$	333
Related allowance for loan losses on impaired loans		$	498			$	130
Total non accrual loans		$	1,591			$	210
Loans past due 90 days or more and still accruing		$	2			$	65

		2004				2003				2002
Average balance during the year on impaired loans		$	1,553			$	434			$	3,289
Interest income recognized on impaired loans		$	61			$	6			$	158

			2004				2003				2002
Balance, beginning			$	11,378			$	6,449			$	6,563
	Provision charged to operating expense			3,914				5,145				1,587
	Recoveries of amounts charged off			157				420				471
	Less amounts charged off			(178	)			(1,373	)			(1,322	)
	Reclassification (to) from other liabilities			—				737				(850	)
Balance, ending			$	15,271			$	11,378			$	6,449

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Note 6.	Premises and Equipment

			2004				2003
Land			$	13,355			$	7,795
Bank premises				6,246				4,092
Equipment and furniture				15,120				10,937
Leasehold improvements				4,306				2,305
				39,027				25,129
Less accumulated depreciation and amortization				(9,663	)			(7,091	)
	Net premises and equipment		$	29,364			$	18,038

Note 7.	Income Tax Matters

				2004				2003
Deferred tax assets:
	Allowance for loan losses			$	5,500			$	3,600
	Unrealized loss on available for sale securities				2,800				1,700
	Organizational costs				200				300
	Accrual to cash adjustment				200				—
	Deferred compensation				100				100
	Other				31				536
Total deferred tax assets					8,831				6,236
Deferred tax liabilities:
	Deferred loan costs				(800	)			(700	)
	Premises and equipment				(1,700	)			(700	)
	Federal Home Loan Bank dividend				(300	)			—
	Other				(82	)			(58	)
Total deferred tax liabilities					(2,882	)			(1,458	)
		Net deferred tax asset		$	5,949			$	4,778

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			2004				2003				2002
Current			$	11,030			$	5,641			$	4,458
Deferred				(69	)			(1,470	)			(223	)
	Total provision for income taxes		$	10,961			$	4,171			$	4,235

			2004				2003				2002
Computed “expected” tax expense			$	10,856			$	4,501			$	4,425
Increase (decrease) resulting from:
	State income taxes, net of federal benefits			580				145				—
	Bank-owned life insurance			(420	)			(338	)			—
	Tax-exempt income			(116	)			(116	)			(124	)
	Nondeductible expenses			100				59				39
	Other			(39	)			(80	)			(105	)
			$	10,961			$	4,171			$	4,235

Note 8.	Deposits

2005		$	227,854
2006			8,410
2007			1,048
2008			26
		$	237,338

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Note 9.	Borrowed Funds

		2004				2003
Short Term
FHLB Advances (weighted average rate is 2004: 2.21% 2003: 1.26%)		$	151,900			$	163,211
Securities sold under agreement to repurchase (weighted average rate is 2004: 2.32% 2003: 1.41%)			33,594				78,050
Due in one year or less		$	185,494			$	241,261
Long Term
FHLB Advances (weighted average rate is 2004: 2.63% 2003: 2.70%)		$	63,700			$	89,400
Securities sold under agreement to repurchase (weighted average rate is 2003: 4.17%)			—				8,000
Due in over one year		$	63,700			$	97,400

Year ending December 31:
2005		$	185,494
2006			34,400
2007			29,300
		$	249,194

Note 10.	Junior Subordinated Debt

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Note 11.	Commitments and Contingencies

	Contingencies

	Financial instruments with off-balance sheet risk

		2004				2003
Commitments to extend credit, including unsecured loan commitments of $81,606 in 2004 and $66,940 in 2003		$	423,767			$	262,595
Credit card guarantees			5,421				5,553
Standby letters of credit, including unsecured letters of credit of $1,264 in 2004 and $448 in 2003			5,978				3,919
		$	435,166			$	272,067

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Year ending December 31:
	2005		$	3,545
	2006			3,560
	2007			3,520
	2008			1,318
	2009			1,209
	Thereafter			5,340
			$	18,492

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	Stock Options

			2004				2003				2002
Outstanding options, beginning of year				1,680,308				1,359,850				534,744
	Granted			439,500				442,000				887,500
	Exercised			(97,800	)			(108,042	)			(53,394	)
	Forfeited			(36,000	)			(13,500	)			(9,000	)
Outstanding options, end of year				1,986,008				1,680,308				1,359,850
Options exercisable, end of year				642,908				450,208				370,450
Available to grant, end of year				354,600				258,100				686,600
Weighted-average exercise price:
	Outstanding options, beginning of year		$	6.70			$	5.87			$	3.08
	Options granted, during the year		$	12.17			$	7.85			$	7.03
	Options exercised, during the year		$	4.24			$	1.64			$	1.74
	Options outstanding, end of year		$	7.96			$	6.70			$	5.87
	Options forfeited, during the year		$	3.79			$	7.03			$	1.39
	Options exercisable, end of year		$	6.04			$	4.90			$	2.90
Weighted-average expiration (in years)				8.03				8.43				8.68

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Outstanding Options
						Weighted Average				Exercisable Options
						Remaining Contractual
Exercise Price		Number of Shares				Life (Years)				Number of Shares
$ 1.39			97,050				2.85				97,050
$ 3.79			22,500				5.25				22,500
$ 6.33			137,458				6.74				121,158
$ 7.03			1,100,500				7.98				369,200
$ 9.00			189,000				8.81				33,000
$12.00			392,000				9.48				—
$13.20			37,500				9.83				—
$15.00			10,000				9.98				—

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			2004				2003				2002
Rights outstanding, beginning of year				216,000				72,000				72,000
	Granted			—				—				—
	Forfeited			—				—				—
	Exercised			(216,000	)			—				—
	Shares granted through amendment of plan			—				144,000				—
Rights outstanding, end of year				—				216,000				72,000
Rights exercisable, end of year				—				216,000				54,000
Available to grant, end of year				234,000				234,000				78,000

Note 13.	Regulatory Capital

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												For Capital
												Adequacy								To Be
				Actual								Purposes								Well Capitalized
				Amount				Ratio				Amount				Ratio				Amount				Ratio
As of December 31, 2004:
	Total Capital (to Risk Weighted Assets)
		BankWest of Nevada		$	105,544				10.4	%		$	80,968				8.0	%		$	101,210				10.0	%
		Alliance Bank of Arizona			35,258				12.6	%			22,428				8.0	%			28,035				10.0	%
		Torrey Pines Bank			28,809				14.4	%			16,013				8.0	%			20,016				10.0	%
		Company			178,784				12.0	%			119,632				8.0	%			149,540				10.0	%
	Tier I Capital (to Risk Weighted Assets)
		BankWest of Nevada			95,449				9.4	%			40,484				4.0	%			60,726				6.0	%
		Alliance Bank of Arizona			31,810				11.3	%			11,214				4.0	%			16,821				6.0	%
		Torrey Pines Bank			26,774				13.4	%			8,006				4.0	%			12,010				6.0	%
		Company			163,205				10.9	%			59,816				4.0	%			89,724				6.0	%
	Tier I Capital (to Average Assets)
		BankWest of Nevada			95,449				6.1	%			62,970				4.0	%			78,713				5.0	%
		Alliance Bank of Arizona			31,810				10.3	%			12,394				4.0	%			15,492				5.0	%
		Torrey Pines Bank			26,774				10.9	%			9,830				4.0	%			12,288				5.0	%
		Company			163,205				7.7	%			85,321				4.0	%			106,651				5.0	%
As of December 31, 2003:
	Total Capital (to Risk Weighted Assets)
		BankWest of Nevada		$	79,604				10.7	%		$	59,686				8.0	%		$	74,607				10.0	%
		Alliance Bank of Arizona			19,529				14.2	%			10,987				8.0	%			13,734				10.0	%
		Torrey Pines Bank			19,877				20.2	%			7,859				8.0	%			9,823				10.0	%
		Company			141,321				14.4	%			78,379				8.0	%			97,974				10.0	%
	Tier I Capital (to Risk Weighted Assets)
		BankWest of Nevada			71,107				9.5	%			29,843				4.0	%			44,764				6.0	%
		Alliance Bank of Arizona			17,814				13.0	%			5,494				4.0	%			8,241				6.0	%
		Torrey Pines Bank			18,755				19.1	%			3,929				4.0	%			5,894				6.0	%
		Company			129,875				13.3	%			39,190				4.0	%			58,785				6.0	%
	Tier I Capital (to Average Assets)
		BankWest of Nevada			71,107				6.1	%			46,510				4.0	%			58,137				5.0	%
		Alliance Bank of Arizona			17,814				10.6	%			6,696				4.0	%			8,371				5.0	%
		Torrey Pines Bank			18,755				14.3	%			5,234				4.0	%			6,542				5.0	%
		Company			129,875				8.9	%			58,457				4.0	%			73,027				5.0	%

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Note 14.	Employee Benefit Plan

Note 15.	Transactions with Related Parties

	Loan transactions

			2004				2003
Balance, beginning			$	18,222			$	8,500
	New loans			44,380				21,351
	Repayments			(35,515	)			(11,629	)
Balance, ending			$	27,087			$	18,222

	Other transactions

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Note 16.	Fair Value of Financial Instruments

			2004								2003
			Carrying								Carrying
			Amount				Fair Value				Amount				Fair Value
Financial assets:
	Cash and due from banks		$	92,282			$	92,282			$	61,893			$	61,893
	Federal funds sold			23,115				23,115				4,015				4,015
	Securities held to maturity			129,549				128,984				132,294				131,572
	Securities available for sale			659,073				659,073				583,684				583,684
	Federal Home Loan Bank stock			15,097				15,097				12,628				12,628
	Loans, net			1,173,264				1,170,202				721,700				723,572
	Accrued interest receivable			8,359				8,359				6,389				6,389
Financial liabilities:
	Deposits			1,756,036				1,756,297				1,094,646				1,095,036
	Accrued interest payable			2,439				2,439				2,320				2,320
	Other borrowed funds			249,194				248,048				338,661				339,462
Junior subordinated debt				30,928				30,928				30,928				30,928

	Interest rate risk

	Fair value of commitments

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Note 17.	Parent Company Financial Information

				2004				2003
ASSETS
Cash				$	7,185			$	21,284
Investment in subsidiaries					156,826				106,570
Other assets					1,221				1,129
				$	165,232			$	128,983
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accrued interest and other liabilities				$	733			$	604
Junior subordinated debt					30,928				30,928
		Total liabilities			31,661				31,532
Stockholders’ equity:
	Common stock				2				2
	Additional paid-in capital				80,459				62,533
	Retained earnings				58,216				38,159
	Accumulated other comprehensive loss				(5,106	)			(3,243	)
		Total stockholders’ equity			133,571				97,451
				$	165,232			$	128,983

					2004				2003				2002
Interest income					$	97			$	—			$	—
Interest expense on borrowings						1,539				1,494				938
	Net interest expense					(1,442	)			(1,494	)			(938	)
Other income:
	Income from consolidated subsidiaries					22,096				10,102				9,366
Expenses:
	Salaries and employee benefits					330				212				—
	Other					383				218				512
						713				430				512
		Income before income tax benefit				19,941				8,178				7,916
		Income tax benefit				116				511				493
			Net income		$	20,057			$	8,689			$	8,409

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					2004				2003				2002
Cash Flows from Operating Activities:
	Net income				$	20,057			$	8,689			$	8,409
	Adjustments to reconcile net income to net cash provided by operating activities:
		Equity in net undistributed earnings of consolidated subsidiaries				(22,096	)			(10,102	)			(9,366	)
		(Increase) decrease in other assets				(92	)			336				(1,324	)
		Increase (decrease) in other liabilities				129				436				(104	)
			Net cash used in operating activities			(2,002	)			(641	)			(2,385	)
Cash Flows from Investing Activities:
	Investment in subsidiaries					(27,623	)			(39,309	)			—
			Net cash used in investing activities			(27,623	)			(39,309	)			—
Cash Flows from Financing Activities:
	Proceeds from issuance of junior subordinated debt					—				—				15,000
	Proceeds from exercise of stock options and stock warrants					571				178				93
	Proceeds from stock issuance					14,955				25,507				21,364
	Repurchase of Treasury stock					—				(678	)			—
			Net cash provided by financing activities			15,526				25,007				36,457
Increase (decrease) in cash and cash equivalents						(14,099	)			(14,943	)			34,072
Cash and Cash Equivalents, beginning of year						21,284				36,227				2,155
Cash and Cash Equivalents, end of year					$	7,185			$	21,284			$	36,227

Note 18.	Segment Information

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		BankWest				Alliance Bank				Torrey Pines								Intersegment				Consolidated
		of Nevada				of Arizona				Bank				Other				Eliminations				Company
2004:
Assets		$	1,578,332			$	332,805			$	257,516			$	173,748			$	(165,552	)		$	2,176,849
Gross loans and deferred fees			790,312				234,141				164,082				—				—				1,188,535
Less: Allowance for loan losses			(9,857	)			(3,416	)			(1,998	)			—				—				(15,271	)
Net loans			780,455				230,725				162,084				—				—				1,173,264
Deposits			1,287,615				277,231				199,382				—				(8,192	)			1,756,036
Stockholders’ equity			91,361				31,189				26,405				140,634				(156,018	)			133,571
Number of branch locations			5				5				3				—				—				13
Net interest income		$	54,215			$	10,225			$	8,141			$	(1,444	)		$	(2	)		$	71,135
Provision for loan losses			1,417				1,657				840				—				—				3,914
Net interest income after provision for loan losses			52,798				8,568				7,301				(1,444	)			(2	)			67,221
Noninterest income			4,851				774				604				25,149				(22,652	)			8,726
Noninterest expense			(27,286	)			(8,074	)			(6,301	)			(3,705	)			437				(44,929	)
Income (loss) before income taxes			30,363				1,268				1,604				20,000				(22,217	)			31,018
Income tax expense (benefit)			10,033				422				584				(78	)			—				10,961
Net income (loss)		$	20,330			$	846			$	1,020			$	20,078			$	(22,217	)		$	20,057

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		BankWest				Alliance Bank				Torrey Pines								Intersegment				Consolidated
		of Nevada				of Arizona				Bank				Other				Eliminations				Company
2003:
Assets		$	1,244,549			$	187,314			$	157,156			$	130,953			$	(143,199	)		$	1,576,773
Gross loans and deferred fees			557,868				106,239				68,971				—				—				733,078
Less: Allowance for loan losses			(8,460	)			(1,759	)			(1,159	)			—				—				(11,378	)
Net loans			549,408				104,480				67,812				—				—				721,700
Deposits			917,983				115,726				82,265				—				(21,328	)			1,094,646
Stockholders’ equity			69,114				17,117				18,394				98,353				(105,527	)			97,451
Number of branch locations			5				3				2				—				—				10
Net interest income		$	37,615			$	3,137			$	1,768			$	(1,494	)		$	(1	)		$	41,025
Provision for loan losses			2,227				1,759				1,159				—				—				5,145
Net interest income after provision for loan losses			35,388				1,378				609				(1,494	)			(1	)			35,880
Noninterest income			4,043				245				102				10,102				(10,222	)			4,270
Noninterest expense			(20,016	)			(4,319	)			(2,645	)			(430	)			120				(27,290	)
Income (loss) before income taxes			19,415				(2,696	)			(1,934	)			8,178				(10,103	)			12,860
Income tax expense (benefit)			6,352				(981	)			(689	)			(511	)			—				4,171
Net income (loss)		$	13,063			$	(1,715	)		$	(1,245	)		$	8,689			$	(10,103	)		$	8,689
2002:
Assets		$	869,186			$	—			$	—			$	99,723			$	(96,835	)		$	872,074
Gross loans and deferred fees			464,355				—				—				—				—				464,355
Less: Allowance for loan losses			(6,449	)			—				—				—				—				(6,449	)
Net loans			457,906				—				—				—				—				457,906
Deposits			756,531				—				—				—				(36,227	)			720,304
Stockholders’ equity			59,680				—				—				67,442				(59,680	)			67,442
Number of branch locations			5				—				—				—				—				5
Net interest income		$	30,284			$	—			$	—			$	(938	)		$	—			$	29,346
Provision for loan losses			1,587				—				—				—				—				1,587
Net interest income after provision for loan losses			28,697				—				—				(938	)			—				27,759
Noninterest income			3,935				—				—				9,366				(9,366	)			3,935
Noninterest expense			(18,538	)			—				—				(512	)			—				(19,050	)
Income (loss) before income taxes			14,094				—				—				7,916				(9,366	)			12,644
Income tax expense (benefit)			4,728				—				—				(493	)			—				4,235
Net income (loss)		$	9,366			$	—			$	—			$	8,409			$	(9,366	)		$	8,409

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Note 19.	Quarterly Data (Unaudited)

		Years Ended December 31,
		2004																2003
		Fourth				Third				Second				First				Fourth				Third				Second				First
		Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter				Quarter
Interest and dividend income		$	27,075			$	24,145			$	20,758			$	18,877			$	16,925			$	14,396			$	11,992			$	10,510
Interest expense			5,936				5,148				4,458				4,178				3,937				3,329				2,893				2,639
Net interest income			21,139				18,997				16,300				14,699				12,988				11,067				9,099				7,871
Provision for loan losses			751				1,256				415				1,492				1,281				1,813				1,184				867
Net interest income, after provision for loan losses			20,388				17,741				15,885				13,207				11,707				9,254				7,915				7,004
Noninterest income			2,552				2,619				1,991				1,564				1,097				1,210				1,062				901
Noninterest expenses			(12,873	)			(11,740	)			(10,624	)			(9,692	)			(9,169	)			(6,425	)			(6,277	)			(5,419	)
Income before income taxes			10,067				8,620				7,252				5,079				3,635				4,039				2,700				2,486
Income tax expense			3,638				3,071				2,602				1,650				1,268				1,252				816				835
Net income		$	6,429			$	5,549			$	4,650			$	3,429			$	2,367			$	2,787			$	1,884			$	1,651
Earnings per share:
Basic		$	0.35			$	0.33			$	0.28			$	0.21			$	0.16			$	0.20			$	0.13			$	0.12
Diluted		$	0.33			$	0.31			$	0.26			$	0.19			$	0.15			$	0.19			$	0.13			$	0.12

Note 20.	Subsequent Events

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					September 30,				December 31,
					2005				2004
					(Unaudited)
					($ in thousands, except
					per share amounts)
ASSETS
Cash and due from banks					$	90,618			$	92,282
Federal funds sold						203,999				23,115
			Cash and cash equivalents			294,617				115,397
Securities held to maturity (approximate fair value $115,689 and $128,984, respectively)						117,116				129,549
Securities available for sale						595,959				659,073
Loans, net of allowance for loan losses of $19,288 and $15,271, respectively						1,598,253				1,173,264
Premises and equipment, net						36,859				29,364
Bank owned life insurance						51,215				26,170
Investment in Federal Home Loan Bank stock						14,006				15,097
Accrued interest receivable						9,189				8,359
Deferred tax assets, net						8,858				5,949
Goodwill						3,946				3,946
Other intangible assets, net of accumulated amortization of $349 and $183, respectively						1,274				1,440
Other assets						13,722				9,241
			Total assets		$	2,745,014			$	2,176,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
	Non-interest bearing demand deposits				$	1,048,175			$	749,550
	Interest bearing deposits:
		Demand				107,700				103,723
		Savings and money market				893,736				665,425
		Time, $100 and over				275,325				219,451
		Other time				22,562				17,887
						2,347,498				1,756,036
	Federal Home Loan Bank advances and other borrowings
		One year or less				55,810				185,494
		Over one year				63,700				63,700
	Junior subordinated debt					30,928				30,928
	Accrued interest payable and other liabilities					8,825				7,120
			Total liabilities			2,506,761				2,043,278
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, par value $.0001; shares authorized 20,000,000; no shares issued and outstanding 2005 and 2004						—				—
Common stock, par value $.0001; shares authorized 100,000,000; shares issued and outstanding 2005: 22,793,241; 2004:18,249,554						2				2
Additional paid-in capital						167,950				80,459
Retained earnings						77,839				58,216
Deferred compensation — restricted stock						(386	)			—
Accumulated other comprehensive loss — net unrealized loss on available for sale securities						(7,152	)			(5,106	)
			Total stockholders’ equity			238,253				133,571
			Total liabilities and stockholders’ equity		$	2,745,014			$	2,176,849

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				Three Months Ended								Nine Months Ended
				September 30,								September 30,
				2005				2004				2005				2004
				($ in thousands, except per share amounts)
Interest income on:
	Loans, including fees			$	27,343			$	15,866			$	71,266			$	40,819
	Securities — taxable				7,269				7,989				22,053				22,097
	Securities — nontaxable				85				84				256				256
	Dividends — taxable				135				149				441				384
	Federal funds sold and other				868				57				1,919				224
		Total interest income			35,700				24,145				95,935				63,780
Interest expense on:
	Deposits				6,767				3,228				17,124				8,344
	Short-term borrowings				357				601				1,305				1,961
	Long-term borrowings				699				912				2,259				2,376
	Junior subordinated debt				546				407				1,520				1,103
		Total interest expense			8,369				5,148				22,208				13,784
		Net interest income			27,331				18,997				73,727				49,996
Provision for loan losses					1,283				1,256				4,217				3,163
		Net interest income after provision for loan losses			26,048				17,741				69,510				46,833
Other income:
	Trust and investment advisory services				1,448				1,045				4,108				1,801
	Service charges				662				638				1,858				1,884
	Income from bank owned life insurance				463				293				1,045				908
	Investment securities gains (losses), net				—				58				69				14
	Other				660				585				1,655				1,568
					3,233				2,619				8,735				6,175
Other expense:
	Salaries and employee benefits				9,541				6,678				27,049				17,934
	Occupancy				2,619				1,917				7,314				5,271
	Customer service				1,257				468				2,930				1,473
	Advertising and other business development				702				316				2,023				1,234
	Legal, professional and director fees				527				420				1,523				1,057
	Correspondent and wire transfer costs				417				349				1,220				888
	Audits and exams				367				311				1,128				822
	Data processing				350				168				715				467
	Supplies				304				230				804				616
	Travel and automobile				232				173				487				307
	Insurance				223				167				540				383
	Telephone				195				149				558				419
	Other				540				394				1,523				1,185
					17,274				11,740				47,814				32,056
		Income before income taxes			12,007				8,620				30,431				20,952
Income tax expense					4,258				3,071				10,808				7,324
		Net income		$	7,749			$	5,549			$	19,623			$	13,628
		Comprehensive income		$	6,071			$	12,631			$	17,577			$	12,713
Earnings per share:
	Basic			$	0.34			$	0.33			$	0.99			$	0.81
	Diluted			$	0.31			$	0.31			$	0.90			$	0.76

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																																Deferred				Accumulated
								Preferred Stock								Common Stock								Additional								Compensation —				Other
				Comprehensive																				Paid-In				Retained				Restricted				Comprehensive
Description				Income				Shares Issued				Amount				Shares Issued				Amount				Capital				Earnings				Stock				(Loss)				Total
				($ in thousands, except per share amounts)
Balance, December 31, 2004									—			$	—				18,249,554			$	2			$	80,459			$	58,216			$	—			$	(5,106	)		$	133,571
Issuance of 4,200,000 shares of common stock, net of offering costs of $7,337																	4,200,000				—				85,063				—				—				—				85,063
Stock options exercised																	210,864				—				1,176				—				—				—				1,176
Stock warrants exercised																	105,823				—				806				—				—				—				806
Restricted stock granted																	27,000				—				446				—				(446	)			—				—
Compensation cost on restricted stock																	—				—				—				—				60				—				60
Comprehensive income:
	Net income			$	19,623												—				—				—				19,623				—				—				19,623
	Other comprehensive income
		Unrealized holding losses on securities available for sale arising during the period, net of taxes of $1,239			(2,001	)
		Less reclassification adjustment for gains included in net income, net of taxes of $24			(45	)
		Net unrealized holding losses			(2,046	)											—				—				—				—				—				(2,046	)			(2,046	)
				$	17,577
Balance, September 30, 2005									—			$	—				22,793,241			$	2			$	167,950			$	77,839			$	(386	)		$	(7,152	)		$	238,253

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					2005				2004
					($ in thousands)
Cash Flows from Operating Activities:
Net income					$	19,623			$	13,628
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				2,809				1,890
		Net amortization of securities premiums				1,196				3,024
		Stock dividends received, FHLB stock				(440	)			(384	)
		Provision for loan losses				4,217				3,163
		(Gain) loss on sales of securities available for sale				(69	)			14
		Deferred taxes				(25	)			(522	)
		Compensation cost on restricted stock				60				—
		(Decrease) in accrued interest receivable				(830	)			(1,094	)
		(Increase) in bank-owned life insurance				(1,045	)			(907	)
		Increase in other assets				(4,260	)			(1,535	)
		Increase in accrued interest payable and other liabilities				84				1,029
		Other, net				(30	)			15
			Net cash provided by operating activities			21,290				18,321
Cash Flows from Investing Activities:
	Purchases of securities held to maturity					(8,233	)			(19,964	)
	Proceeds from maturities of securities held to maturity					20,560				26,491
	Purchases of securities available for sale					(85,747	)			(409,644	)
	Proceeds from maturities of securities available for sale					125,697				244,469
	Proceeds from the sale of securities available for sale					18,728				13,768
	Net cash paid in settlement of acquisition					—				(2,177	)
	Proceeds from sale (purchase) of Federal Home Loan Bank stock					1,531				(2,483	)
	Net increase in loans made to customers					(429,206	)			(352,361	)
	Purchase of premises and equipment					(10,285	)			(7,142	)
	Proceeds from sale of premises and equipment					62				—
	Purchase of bank owned life insurance					(24,000	)			—
			Net cash used in investing activities			(390,893	)			(509,043	)
Cash Flows from Financing Activities:
	Net increase in deposits					591,462				595,294
	Net repayments on borrowings					(129,684	)			(75,360	)
	Proceeds from stock issuance					85,063				14,955
	Proceeds from exercise of stock options and stock warrants					1,982				502
			Net cash provided by financing activities			548,823				535,391
			Increase in cash and cash equivalents			179,220				44,669
Cash and Cash Equivalents, beginning of period						115,397				65,908
Cash and Cash Equivalents, end of period					$	294,617			$	110,577
Supplemental Disclosure of Cash Flow Information
	Cash payments for interest				$	23,141			$	14,860
	Cash payments for income taxes				$	12,640			$	6,935
Supplemental Disclosure of Noncash Investing and Financing Activities Stock issued in connection with acquisition					$	—			$	2,400

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Note 1.	Nature of Business and Summary of Significant Accounting Policies

	Nature of business

	Use of estimates in the preparation of financial statements

	Principles of consolidation

	Interim financial information

	Stock compensation plans

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			Three Months
			Ended								Nine Months
			September 30,								Ended September 30,
			2005				2004				2005				2004
Net income:
	As reported		$	7,749			$	5,549			$	19,623			$	13,628
	Deduct total stock-based employee compensation expense determined under fair value based method for all awards			(259	)			(172	)			(684	)			(481	)
	Related tax benefit for nonqualified stock options			19				10				42				19
	Pro forma		$	7,509			$	5,387			$	18,981			$	13,166
Earnings per share:
	Basic — as reported		$	0.34			$	0.33			$	0.99			$	0.81
	Basic — pro forma			0.33				0.32				0.96				0.78
	Diluted — as reported			0.31				0.31				0.90				0.76
	Diluted — pro forma			0.30				0.30				0.87				0.73

	Recent Accounting Pronouncements

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	Capital Stock

Note 2.	Earnings Per Share

			Three Months Ended								Nine Months Ended
			September 30,								September 30,
			2005				2004				2005				2004
Basic:
	Net income applicable to common stock		$	7,749			$	5,549			$	19,623			$	13,628
	Average common shares outstanding			22,732,713				16,994,849				19,841,670				16,838,882
	Earnings per share		$	0.34			$	0.33			$	0.99			$	0.81
Diluted:
	Net income applicable to common stock		$	7,749			$	5,549			$	19,623			$	13,628
	Average common shares outstanding			22,732,713				16,994,849				19,841,670				16,838,882
	Stock option adjustment			1,340,705				669,478				1,128,402				694,500
	Stock warrant adjustment			1,008,205				540,772				886,541				500,715
	Average common equivalent shares outstanding			25,081,623				18,205,099				21,856,613				18,034,097
	Earnings per share		$	0.31			$	0.31			$	0.90			$	0.76

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Note 3.	Loans

			September 30,				December 31,
			2005				2004
Construction and land development			$	396,970			$	323,176
Commercial real estate				655,004				491,949
Residential real estate				239,538				116,360
Commercial and industrial				307,045				241,292
Consumer				21,046				17,682
Less: net deferred loan fees				(2,062	)			(1,924	)
				1,617,541				1,188,535
Less:
	Allowance for loan losses			(19,288	)			(15,271	)
			$	1,598,253			$	1,173,264

			Three Months Ended								Nine Months Ended
			September 30,								September 30,
			2005				2004				2005				2004
Balance, beginning			$	18,118			$	13,360			$	15,271			$	11,378
	Provision charged to operating expense			1,283				1,256				4,217				3,163
	Recoveries of amounts charged off			13				24				171				130
	Less amounts charged off			(126	)			(115	)			(371	)			(146	)
Balance, ending			$	19,288			$	14,525			$	19,288			$	14,525

Note 4.	Commitments and Contingencies

	Commitments

	Contingencies

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	Financial instruments with off-balance sheet risk

		September 30,				December 31,
		2005				2004
Commitments to extend credit, including unsecured loan commitments of $125,960 in 2005 and $81,606 in 2004		$	674,341			$	423,767
Credit card guarantees			7,404				5,421
Standby letters of credit, including unsecured letters of credit of $4,463 in 2005 and $1,264 in 2004			29,506				5,978
		$	711,251			$	435,166

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	Concentrations

Note 5.	Stock Options, Stock Warrants and Restricted Stock

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Note 6.	Segment Information

			BankWest				Alliance Bank				Torrey Pines								Intersegment				Consolidated
			of Nevada				of Arizona				Bank				Other				Eliminations				Company
At September 30, 2005:
	Assets		$	1,815,708			$	514,073			$	357,272			$	277,999			$	(220,038	)		$	2,745,014
	Gross loans and deferred fees			1,002,762				358,490				256,289				—				—				1,617,541
	Less: Allowance for loan losses			(11,474	)			(4,833	)			(2,981	)			—				—				(19,288	)
	Net loans			991,288				353,657				253,308				—				—				1,598,253
	Deposits			1,586,490				460,078				315,093				—				(14,163	)			2,347,498
	Stockholders’ equity			122,708				43,132				32,705				245,289				(205,581	)			238,253
Three Months Ended September 30, 2005:
	Net interest income		$	18,414			$	5,128			$	3,929			$	(122	)		$	(18	)		$	27,331
	Provision for loan losses			375				515				393				—				—				1,283
	Net interest income after provision for loan losses			18,039				4,613				3,536				(122	)			(18	)			26,048
	Noninterest income			1,375				454				213				9,929				(8,738	)			3,233
	Noninterest expense			(9,345	)			(3,707	)			(2,465	)			(2,035	)			278				(17,274	)
	Income before income taxes			10,069				1,360				1,284				7,772				(8,478	)			12,007
	Income tax expense			3,227				483				517				31				—				4,258
	Net income		$	6,842			$	877			$	767			$	7,741			$	(8,478	)		$	7,749
Nine Months Ended September 30, 2005:
	Net interest income		$	51,208			$	13,469			$	10,114			$	(1,046	)		$	(18	)		$	73,727
	Provision for loan losses			1,817				1,417				983				—				—				4,217
	Net interest income after provision for loan losses			49,391				12,052				9,131				(1,046	)			(18	)			69,510
	Noninterest income			3,830				983				488				25,826				(22,392	)			8,735
	Noninterest expense			(26,098	)			(9,603	)			(7,282	)			(5,563	)			732				(47,814	)
	Income before income taxes			27,123				3,432				2,337				19,217				(21,678	)			30,431
	Income tax expense (benefit)			8,997				1,312				940				(441	)			—				10,808
	Net income		$	18,126			$	2,120			$	1,397			$	19,658			$	(21,678	)		$	19,623

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			BankWest				Alliance Bank				Torrey Pines								Intersegment				Consolidated
			of Nevada				of Arizona				Bank				Other				Eliminations				Company
At September 30, 2004:
	Assets		$	1,579,308			$	294,704			$	244,147			$	166,460			$	(158,367	)		$	2,126,252
	Gross loans and deferred fees			752,326				203,736				129,377				—				—				1,085,439
	Less: Allowance for loan losses			(9,861	)			(2,905	)			(1,759	)			—				—				(14,525	)
	Net loans			742,465				200,831				127,618				—				—				1,070,914
	Deposits			1,253,583				232,683				217,368				—				(13,694	)			1,689,940
	Stockholders’ equity			85,959				27,651				24,245				134,557				(144,390	)			128,022
Three Months Ended September 30, 2004:
	Net interest income		$	14,544			$	2,686			$	2,174			$	(404	)		$	(3	)		$	18,997
	Provision for loan losses			679				527				50				—				—				1,256
	Net interest income after provision for loan losses			13,865				2,159				2,124				(404	)			(3	)			17,741
	Noninterest income			1,270				240				124				7,178				(6,193	)			2,619
	Noninterest expense			(6,916	)			(2,075	)			(1,727	)			(1,143	)			121				(11,740	)
	Income before income taxes			8,219				324				521				5,631				(6,075	)			8,620
	Income tax expense			2,723				87				194				67				—				3,071
	Net income		$	5,496			$	237			$	327			$	5,564			$	(6,075	)		$	5,549
Nine Months Ended September 30, 2004:
	Net interest income		$	38,509			$	6,858			$	5,663			$	(1,032	)		$	(2	)		$	49,996
	Provision for loan losses			1,417				1,146				600				—				—				3,163
	Net interest income after provision for loan losses			37,092				5,712				5,063				(1,032	)			(2	)			46,833
	Noninterest income			3,703				545				480				16,882				(15,435	)			6,175
	Noninterest expense			(19,844	)			(5,803	)			(4,443	)			(2,264	)			298				(32,056	)
	Income before income taxes			20,951				454				1,100				13,586				(15,139	)			20,952
	Income tax expense (benefit)			6,893				81				387				(37	)			—				7,324
	Net income		$	14,058			$	373			$	713			$	13,623			$	(15,139	)		$	13,628

Note 7.	Initial Public Offering

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	(a) Consummation of a conversion or plan of merger to which the domestic corporation is a constituent entity:

	(1) If approval by the stockholders is required for the conversion or merger by NRS 92A.120 to 92A.160, inclusive, or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the conversion or plan of merger; or

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	(2) If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180.

	(b) Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be acquired, if his shares are to be acquired in the plan of exchange.
	(c) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.

	Corporations § 182.4(5).

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	(a) The articles of incorporation of the corporation issuing the shares provide otherwise; or
	(b) The holders of the class or series are required under the plan of merger or exchange to accept for the shares anything except:

	(1) Cash, owner’s interests or owner’s interests and cash in lieu of fractional owner’s interests of:

	(I) The surviving or acquiring entity; or
	(II) Any other entity which, at the effective date of the plan of merger or exchange, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held of record by a least 2,000 holders of owner’s interests of record; or

	(2) A combination of cash and owner’s interests of the kind described in sub-subparagraphs (I) and (H) of subparagraph (1) of paragraph (b).

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	(a) He submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter’s rights; and
	(b) He does so with respect to all shares of which he is the beneficial stockholder or over which he has power to direct the vote.

	(a) Must deliver to the subject corporation, before the vote is taken, written notice of his intent to demand payment for his shares if the proposed action is effectuated; and
	(b) Must not vote his shares in favor of the proposed action.

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	(a) State where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited;
	(b) Inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received;
	(c) Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter’s rights certify whether or not he acquired beneficial ownership of the shares before that date;
	(d) Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered; and
	(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.

	(a) Demand payment;
	(b) Certify whether he or the beneficial owner on whose behalf he is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter’s notice for this certification; and
	(c) Deposit his certificates, if any, in accordance with the terms of the notice.

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	(a) Of the county where the corporation’s registered office is located; or
	(b) At the election of any dissenter residing or having its registered office in this state, of the county where the dissenter resides or has its registered office. The court shall dispose of the complaint promptly.

	(a) The subject corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders’ equity for that year and the latest available interim financial statements, if any;
	(b) A statement of the subject corporation’s estimate of the fair value of the shares;
	(c) An explanation of how the interest was calculated;
	(d) A statement of the dissenter’s rights to demand payment under NRS 92A.480; and
	(e) A copy of NRS 92A.300 to 92A.500, inclusive.

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	(a) For the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the subject corporation; or
	(b) For the fair value, plus accrued interest, of his after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470.
	(Added to NRS by 1995, 2091)

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	(a) Against the subject corporation and in favor of all dissenters if the court finds the subject corporation did not substantially comply with the requirements of NRS 92A.300 to 92A.500, inclusive; or
	(b) Against either the subject corporation or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.

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Item 20.	Indemnification of Directors and Officers

Item 21.	Exhibits and Financial Statement Schedules

Item 22.	Undertakings

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

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
	(2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	WESTERN ALLIANCE BANCORPORATION

	By:	/s/ Robert Sarver

	Robert Sarver
	Chairman of the Board; President and
	Chief Executive Officer

Name				Title		Date
/s/ Robert Sarver Robert Sarver				Chairman of the Board; President and Chief Executive Officer (Principal Executive Officer)		February 15, 2006
/s/ Dale Gibbons Dale Gibbons				Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 15, 2006
/s/ Terry A. Shirey Terry A. Shirey				Senior Vice President and Controller (Principal Accounting Officer)		February 15, 2006
Paul Baker				Director
/s/ Bruce Beach Bruce Beach				Director		February 15, 2006
William S. Boyd				Director

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Name				Title		Date
Steve Hilton				Director
/s/ Marianne Boyd Johnson Marianne Boyd Johnson				Director		February 15, 2006
/s/ Cary Mack Cary Mack				Director		February 15, 2006
/s/ Arthur Marshall Arthur Marshall				Director		February 15, 2006
/s/ Todd Marshall Todd Marshall				Director		February 15, 2006
/s/ M. Nafees Nagy, M.D. M. Nafees Nagy, M.D.				Director		February 15, 2006
/s/ James Nave, D.V.M James Nave, D.V.M				Director		February 15, 2006
/s/ Edward Nigro Edward Nigro				Director		February 15, 2006
Donald Snyder				Director
/s/ Larry Woodrum Larry Woodrum				Director		February 15, 2006

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Exhibit No.				Description of Exhibit
	2	.1		Agreement and Plan of Merger dated as of December 30, 2005 between Western Alliance Bancorporation and Intermountain First Bancorp (included as Appendix A to this joint proxy statement/ prospectus)
	3	.1		Amended and Restated Articles of Incorporation (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on June 7, 2005 and incorporated herein by reference).
	3	.2		Amended and Restated By-Laws (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on June 7, 2005 and incorporated herein by reference).
	4	.1		Form of common stock certificate (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on June 27, 2005 and incorporated herein by reference).
	5	.1*		Opinion of Hogan & Hartson L.L.P.
	8	.1*		Tax Opinion of Hogan & Hartson L.L.P.
	10	.1		Western Alliance Bancorporation 2005 Stock Incentive Plan (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on June 7, 2005 and incorporated herein by reference).
	10	.2		Form of Western Alliance Bancorporation 2005 Stock Incentive Plan Agreement (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on June 7, 2005 and incorporated herein by reference).
	10	.3		Form of BankWest of Nevada Incentive Stock Option Plan Agreement (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.4		Form of Western Alliance Incentive Stock Option Plan Agreement (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.5		Form of Western Alliance 2002 Stock Option Plan Agreement (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.6		Form of Western Alliance 2002 Stock Option Plan Agreement (with double trigger acceleration clause) (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.7		Form of Indemnification Agreement by and between Western Alliance Bancorporation and the following directors and officers: Messrs. Boyd, Froeschle, Lundy, A. Marshall, Nagy, Sarver, Snyder and Woodrum, Drs. Nagy and Nave, and Mses. Boyd Johnson and Mahan (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.8		Form of Non-Competition Agreement by and between Western Alliance Bancorporation and the following directors and officers: Messrs. Froeschle, Sarver, Lundy, Snyder and Woodrum (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.9		Form of Warrant to purchase shares of Western Alliance Bancorporation common stock, dated December 12, 2002, together with a schedule of warrantholders (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.10		Directors Fee Schedule (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	10	.11		Summary of Compensation Arrangements with Named Executive Officers.

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Exhibit No.				Description of Exhibit
	10	.12		Support Agreement dated as of December 30, 2005 by and among Western Alliance Bancorporation and certain shareholders of Intermountain First Bancorp named therein.
	10	.13		Agreement and Plan of Merger dated January 16, 2006 by and between Western Alliance Corporation and Bank of Nevada.
	21	.1		List of Subsidiaries of Western Alliance Bancorporation (incorporated by reference to Western Alliance’s Registration Statement on Form S-1, File No. 333-124406, filed with the SEC on April 28, 2005 and incorporated herein by reference).
	23	.1		Consent of McGladrey & Pullen LLP
	23	.2		Consents of Hogan & Hartson L.L.P. (included in Exhibit 5.1 and 8.1)
	24	.1		Power of Attorney (included on the signature pages of this registration statement)
	99	.1*		Proxy for Special Meeting of Stockholders of Intermountain First Bancorp

*	To be filed by amendment

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