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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 Number)

Stuart G. Stein, Esq. Hogan & Hartson L.L.P. 555 13th Street, N.W. Washington, DC 20004 Telephone: (202) 637-8575 Facsimile: (202) 637-5910		Gregg A. Noel, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, CA 90071 Telephone: (213) 687-5000 Facsimile: (213) 687-5600

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The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

		Per Share				Total
Price to public		$				$
Underwriting discounts and commissions		$				$
Proceeds to us(1)		$				$

(1)	This amount is the total before deducting legal, accounting, printing, and other offering expenses payable by us, which are estimated at $1,240,000.

Sandler O’Neill & Partners, L.P.	Keefe, Bruyette & Woods

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		Page
Summary			1
Risk Factors			8
Cautionary Note Regarding Forward-looking Statements			17
Use of Proceeds			18
Trading History and Dividend Policy			18
Capitalization			19
Dilution			20
Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Business			61
Supervision and Regulation			76
Management			88
Principal Stockholders			103
Description of Our Capital Stock			105
Shares Eligible for Future Sale			108
Underwriting			110
Legal Matters			113
Experts			113
Where You Can Obtain More Information			113
Index to Consolidated Financial Statements			F-1
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-9.1: VOTING AGREEMENT
EX-23.1: CONSENT OF MCGLADREY & PULLEN, LLP.

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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 $544.2 million, or 40.8% of total loans,
	•	construction and land development loans of $362.9 million, or 27.2% of total loans,
	•	commercial and industrial loans of $266.7 million, or 20.0% of total loans,
	•	residential real estate loans of $140.2 million, or 10.5% of total loans, and
	•	consumer loans of $20.0 million, or 1.5% 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.

	•	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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	•	“business combination moratorium” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our voting stock) for three years following the date on which the shareholder becomes an interested shareholder; and
	•	“control share” provisions that provide that a person who acquires a “controlling interest” (which, under the definition in the statue, can be as small as 20% of the voting power in the election of directors) in our company will obtain voting rights in the “control shares” only to the extent such rights are conferred by a vote of the disinterested shareholders.

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	•	changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business;
	•	inflation, interest rate, market and monetary fluctuations;
	•	changes in gaming or tourism in our primary market area;
	•	risks associated with our growth and expansion strategy and related costs;
	•	increased lending risks associated with our high concentration of commercial real estate, construction and land development and commercial, industrial loans;
	•	increases in competitive pressures among financial institutions and businesses offering similar products and services;
	•	higher defaults on our loan portfolio than we expect;
	•	changes in management’s estimate of the adequacy of the allowance for loan losses;
	•	legislative or regulatory changes or changes in accounting principles, policies or guidelines;
	•	management’s estimates and projections of interest rates and interest rate policy;
	•	the execution of our business plan; and
	•	other factors affecting the financial services industry generally or the banking industry in particular.

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	•	the net proceeds to us in this offering, at an assumed initial public offering price of $20.00 per share (the midpoint of the range set forth on the cover page of this prospectus) after deducting underwriting discounts and commissions and estimated offering expenses payable by us in this offering of $6.1 million; and
	•	the underwriters’ over-allotment option is not exercised.

					March 31, 2005
					Actual				As adjusted
					($ in thousands)
Junior Subordinated Debt					$	30,928			$	30,928
Stockholders’ Equity:
	Common stock, $.0001 par value; 50,000,000 shares authorized; 18,372,211 issued and outstanding; 22,122,211 on an as adjusted basis(1)					2				2
	Additional paid-in capital					81,457				150,342
	Retained earnings					63,537				63,537
	Deferred compensation — restricted stock					(431	)			(431	)
	Accumulated other comprehensive loss					(7,483	)			(7,483	)
		Total Stockholders’ Equity				137,082				205,967
			Total Capitalization		$	168,010			$	236,895
Regulatory Capital Ratios:(2)
	Leverage capital					7.7	%			10.5	%
	Tier 1 capital					10.4				14.4
	Total capital					11.4				15.5

(1)	The above-table excludes the following: (a) 1,444,019 shares of common stock issuable upon the exercise of outstanding warrants at an exercise price of $7.62 per share; (b) 2,248,550 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $9.32 per share; and (c) 6,950 shares of common stock available for future issuance under our equity compensation plans. In addition, subsequent to March 31, 2005, our stockholders approved (i) the 2005 Stock Incentive Plan, which increased the number of shares available for issuance under the plan by 1,000,000 shares; and (ii) amended and restated articles of incorporation, which provide for the issuance of up to 20,000,000 shares of serial preferred stock, and an increase in the authorized common stock by 50,000,000 shares to 100,000,000 shares.
(2)	The net proceeds from our sale of common stock in this offering are presumed to be invested in securities which carry a 20% risk weighting for purposes of as adjusted risk-based capital ratios. If the over-allotment option is exercised in full, net proceeds would be $78.2 million, our leverage capital ratio, Tier 1 capital ratio, and our total capital ratio would have been 10.9%, 15.0%, and 16.1%, respectively.

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Initial public offering price per share							$	20.00
	Net tangible book value per share prior to offering		$	7.17
	Increase in net tangible book value per share attributable to new investors			1.90
	Pro forma net tangible book value per share after offering							9.07
Dilution per share to new investors							$	10.93

			Shares Purchased								Total Consideration
																			Average Price
			Number				Percent				Amount				Percent				per Share
			($ in thousands)
Existing shareholders				18,372,211				83.0	%		$	82,363				52.3	%		$	4.48
New investors				3,750,000				17.0				75,000				47.7				20.00
	Total			22,122,211				100.0	%		$	157,363				100.0	%		$	7.11

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		Key Financial Measures
		At or for the Three Months
		Ended March 31,								At or for the Years Ended December 31,
		2005				2004				2004				2003				2002
		($ in thousands, except per share data)
Net Income		$	5,321			$	3,429			$	20,057			$	8,689			$	8,409
Basic earnings per share			0.29				0.21				1.17				0.61				0.79
Diluted earnings per share			0.27				0.19				1.09				0.59				0.78
Total Assets			2,338,856				1,816,028				2,176,849				1,576,773				872,074
Gross Loans			1,331,801				832,803				1,188,535				733,078				464,355
Total Deposits			2,018,689				1,377,025				1,756,036				1,094,646				720,304
Net interest margin(1)			4.35	%			3.94	%			4.00	%			3.83	%			4.57	%
Efficiency Ratio			59.24				59.60				56.26				60.25				57.24
Return on average assets(1)			0.98				0.86				1.05				0.76				1.22
Return on average equity(1)			15.28				13.54				17.48				12.19				19.39

(1)	Annualized for the three-month periods ended March 31, 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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	Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

		Three Months Ended
		March 31,
		2005				2004				Increase
		($ in thousands, except per share
		data)
Consolidated Statement of Earnings Data:
Interest income		$	28,423			$	18,877			$	9,546
Interest expense			6,409				4,178				2,231
Net interest income			22,014				14,699				7,315
Provision for loan losses			1,747				1,492				255
Net interest income after provision for loan losses			20,267				13,207				7,060
Other income			2,584				1,564				1,020
Other expense			14,573				9,692				4,881
Net income before income taxes			8,278				5,079				3,199
Income tax expense			2,957				1,650				1,307
Net income		$	5,321			$	3,429			$	1,892
Earnings per share — basic		$	0.29			$	0.21			$	0.08
Earnings per share — diluted		$	0.27			$	0.19			$	0.08

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			Three Months Ended March 31,
			2005												2004
			Average								Average				Average								Average
			Balance				Interest				Yield/Cost(6)				Balance				Interest				Yield/Cost(6)
			($ in thousands)
Earning Assets
Securities:
	Taxable		$	763,554			$	7,669				4.07	%		$	700,066			$	7,086				4.07	%
	Tax-exempt(1)			7,070				85				4.88				7,274				84				4.64
	Total securities			770,624				7,754				4.08				707,340				7,170				4.08
Federal funds sold				35,498				213				2.43				22,127				51				0.93
Loans(1)(2)(3)				1,233,903				20,334				6.68				757,972				11,559				6.13
Federal Home Loan Bank stock				13,561				122				3.65				14,246				97				2.74
	Total earnings assets			2,053,586				28,423				5.61				1,501,685				18,877				5.06
Non-earning Assets
Cash and due from banks				71,321												62,335
Allowance for loan losses				(15,595	)											(11,658	)
Bank-owned life insurance				26,276												25,089
Other assets				58,838												34,539
	Total assets		$	2,194,426											$	1,611,990
Interest Bearing Liabilities
Interest-bearing deposits:
	Interest checking		$	99,382			$	97				0.40	%		$	62,624			$	23				0.15	%
	Savings and money market			714,193				3,015				1.71				449,611				1,407				1.26
	Time deposits			249,830				1,407				2.28				190,781				937				1.98
	Total interest-bearing deposits			1,063,405				4,519				1.72				703,016				2,367				1.35
Short-term borrowings				160,766				1,026				2.59				214,490				729				1.37
Long-term debt				63,700				398				2.53				103,507				732				2.84
Junior subordinated debt				30,928				466				6.11				30,928				350				4.55
	Total interest-bearing liabilities			1,318,799				6,409				1.97				1,051,941				4,178				1.60
Non-interest Bearing Liabilities
Noninterest-bearing deposits				722,561												448,757
Other liabilities				11,813												9,462
Stockholders’ equity				141,253												101,830
Total liabilities and stockholders’ equity			$	2,194,426											$	1,611,990
Net interest income and margin(4)							$	22,014				4.35	%						$	14,699				3.94	%
Net interest spread(5)												3.64	%											3.46	%

(1)	Yields on loans and securities have not been adjusted to a tax equivalent basis.
(2)	Net loan fees of $297,000 and $176,000 are included in the yield computation for March 31, 2005 and 2004, respectively.
(3)	Includes average non-accrual loans of $896,000 in 2005 and $842,000 in 2004.
(4)	Net interest margin is computed by dividing net interest income by total average earning assets.

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(5)	Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.
(6)	Annualized.

			Three Months Ended March 31,
			2005 v. 2004
			Increase (Decrease)
			Due to Changes in (1)
			Volume				Rate				Total
			(In thousands)
Interest on securities:
	Taxable		$	638			$	(55	)		$	583
	Tax-exempt			(2	)			3				1
	Federal funds sold			80				82				162
Loans				7,844				931				8,775
Other investment				(6	)			31				25
Total interest income				8,554				992				9,546
Interest expense:
	Interest checking			36				38				74
	Savings and Money market			1,117				491				1,608
	Time deposits			334				136				470
	Short-term borrowings			(343	)			640				297
	Long-term debt			(249	)			(85	)			(334	)
	Junior subordinated debt			—				116				116
Total interest expense				895				1,336				2,231
Net increase (decrease)			$	7,659			$	(344	)		$	7,315

(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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			Three Months Ended
			March 31,
											Increase
			2005				2004				(Decrease)
			(In thousands)
Trust and investment advisory services			$	1,313			$	146			$	1,167
Service charges				555				609				(54	)
Income from bank owned life insurance				289				322				(33	)
Mortgage loan pre-underwriting fees				16				101				(85	)
Investment securities gains, net				69				—				69
Other				342				386				(44	)
	Total non-interest income		$	2,584			$	1,564			$	1,020

			Three Months Ended
			March 31,
											Increase
			2005				2004				(Decrease)
			(In thousands)
Salaries and employee benefits			$	8,493			$	5,414			$	3,079
Occupancy				2,245				1,604				641
Customer service				708				471				237
Advertising, public relations and business development				549				460				89
Legal, professional and director fees				484				288				196
Correspondent banking service charges and wire transfer costs				396				235				161
Audits and exams				400				209				191
Supplies				261				185				76
Data processing				181				117				64
Telephone				167				129				38
Insurance				148				110				38
Travel and automobile				125				51				74
Other				416				419				(3	)
	Total non-interest expense		$	14,573			$	9,692			$	4,881

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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

			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
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.

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(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.

			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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			Years 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

			Years 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
Audits 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,
			March 31,
			2005				2004				2003				2002				2001				2000
			(In thousands)
Construction and land development(1)			$	362,909			$	323,176			$	195,182			$	127,974			$	82,604			$	37,283
Commercial real estate				544,168				491,949				324,702				209,834				208,683				168,314
Residential real estate				140,181				116,360				42,773				21,893				18,067				20,043
Commercial and industrial				266,691				241,292				159,889				94,411				85,050				84,200
Consumer				19,993				17,682				11,802				10,281				13,156				14,561
Net deferred loan fees				(2,141	)			(1,924	)			(1,270	)			(38	)			(350	)			(51	)
	Gross loans, net of deferred fees			1,331,801				1,188,535				733,078				464,355				407,210				324,350
Less: Allowance for loan losses				(17,114	)			(15,271	)			(11,378	)			(6,449	)			(6,563	)			(4,746	)
			$	1,314,687			$	1,173,264			$	721,700			$	457,906			$	400,647			$	319,604

(1)	Includes raw commercial land of approximately $74.6 million, $77.3 million, $42.9 million, $30.2 million, $21.4 million, and $6.1 million at March 31, 2005 and December 31, 2004, 2003, 2002, 2001 and 2000, respectively.

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				March 31, 2005
				Due
				Within				Due 1-5				Due Over
				One Year				Years				Five Years				Total
				(In thousands)
Construction and land development				$	285,887			$	69,612			$	7,410			$	362,909
Commercial real estate					66,002				165,483				312,683				544,168
Residential real estate					17,247				15,016				107,918				140,181
Commercial and industrial					162,956				93,506				10,229				266,691
Consumer					15,378				4,501				114				19,993
Net deferred loan fees					—				—				—				(2,141	)
		Gross loans, net of deferred fees			547,470				348,118				438,354				1,331,801
Less: Allowance for loan losses					—				—				—				(17,114	)
				$	547,470			$	348,118			$	438,354			$	1,314,687
Interest rates:
	Fixed			$	55,106			$	179,262			$	318,779			$	553,147
	Variable				492,364				168,856				119,575				780,795
Net deferred loan fees					—				—				—				(2,141	)
		Gross loans, net of deferred fees		$	547,470			$	348,118			$	438,354			$	1,331,801

			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
			Three Months				At or for the Years Ended December 31,
			Ended March 31,
			2005				2004				2003				2002				2001				2000
			($ in thousands)
Total nonaccrual loans			$	575			$	1,591			$	210			$	1,039			$	686			$	3,251
Loans past due 90 days or more and still accruing				57				2				65				317				236				1,186
Restructured loans				—				—				—				2,193				—				—
	Total non-performing loans			632				1,593				275				3,549				922				4,437
Other real estate owned (OREO)				—				—				—				—				79				—
	Total non-performing assets			632				1,593				275				3,549				1,001				4,437
Non-performing loans to gross loans				0.05	%			0.13	%			0.04	%			0.76	%			0.23	%			1.37	%
Non-performing assets to gross loans and OREO				0.05				0.13				0.04				0.76				0.25				1.37
Non-performing assets to total assets				0.03				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				26				96				29				242				108				669

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				At or for the
				Three Months
				Ended March 31,								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 year				$	15,271			$	11,378			$	11,378			$	6,449			$	6,563			$	4,746			$	4,166
Provisions charged to operating expenses					1,747				1,492				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				1				15				1				—				—				—
	Commercial and industrial				130				11				132				272				464				921				87
	Consumer				5				1				10				7				7				32				—
		Total recoveries			138				13				157				420				471				953				87
Loans charged-off:
	Construction and land development				—				—				—				—				—				—				—
	Commercial real estate				—				—				—				140				—				132				—
	Residential real estate				—				4				9				20				60				—				—
	Commercial and industrial				18				—				115				1,090				1,201				1,601				3,516
	Consumer				24				5				54				123				61				203				290
		Total charged-off			42				9				178				1,373				1,322				1,936				3,806
Net charge-offs (recoveries)					(96	)			(4	)			21				953				851				983				3,719
Balance at end of year				$	17,114			$	12,874			$	15,271			$	11,378			$	6,449			$	6,563			$	4,746
Net charge-offs (recoveries) to average loans outstanding					(0.01	)%			0.00	%			0.00	%			0.17	%			0.19	%			0.27	%			1.24	%
Allowance for loan losses to gross loans					1.29				1.55				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 $313,000, $307,000 and $68,000 as of March 31, 2005 and December 31, 2004 and 2003, respectively.

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											December 31,
			March 31, 2005								2004								2003								2002								2001								2000
							% of Loans								% of Loans								% of Loans								% of Loans								% of Loans								% of Loans
							in Each								in Each								in Each								in Each								in Each								in 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
			(In thousands)
Construction and land development			$	5,529				27.2	%		$	4,920				27.1	%		$	3,252				26.6	%		$	1,050				27.6	%		$	1,462				20.3	%		$	493				11.4	%
Commercial real estate				2,242				40.8				2,095				41.3				1,446				44.2				2,531				45.2				1,566				51.2				1,645				51.9
Residential real estate				960				10.5				327				9.8				179				5.8				282				4.7				100				4.4				89				6.2
Commercial and industrial				7,917				20.0				7,502				20.3				6,192				21.8				2,340				20.3				3,110				20.9				2,228				26.0
Consumer				466				1.5				427				1.5				309				1.6				246				2.2				325				3.2				291				4.5
	Total		$	17,114				100.0	%		$	15,271				100.0	%		$	11,378				100.0	%		$	6,449				100.0	%		$	6,563				100.0	%		$	4,746				100.0	%

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	Investments

			Carrying Value
							December 31,
			March 31,
			2005				2004				2003				2002
			(In thousands)
U.S. Treasury securities			$	3,493			$	3,501			$	3,014			$	3,040
U.S. Government-sponsored agencies				105,859				118,348				112,537				59,651
Mortgage-backed obligations				600,168				648,100				581,446				156,982
SBA Loan Pools				586				625				1,142				1,779
State and Municipal obligations				7,289				7,290				7,563				8,109
Other				11,749				10,758				10,276				3,287
	Total investment securities		$	729,144			$	788,622			$	715,978			$	232,848

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			March 31, 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			$	2,000				2.25	%		$	59,800				2.98	%		$	29,062				3.72	%		$	16,114				3.90	%		$	106,976				3.31	%
Mortgage-backed obligations				—				—				—				—				7,654				3.47				482,884				4.17				490,538				4.16
Other				11,913				3.77				—				—				—				—				—				—				11,913				3.77
	Total available for sale		$	13,913				3.53	%		$	59,800				2.98	%		$	36,716				3.67	%		$	498,998				4.16	%		$	609,427				4.00	%
Held to Maturity:
U.S. Treasury securities			$	—				—	%		$	3,493				2.68	%		$	—				—	%		$	—				—	%		$	3,493				2.68	%
State and Municipal obligations				—				—				100				5.04				1,335				4.68				5,854				4.94				7,289				4.89
Mortgage-backed obligations				—				—				—				—				—				—				120,029				4.41				120,029				4.41
SBA Loan Pools				—				—				—				—				79				3.08				507				2.76				586				2.80
	Total held to maturity		$	—				—	%		$	3,593				2.75	%		$	1,414				4.59	%		$	126,390				4.43	%		$	131,397				4.38	%

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			December 31, 2004
			Due Under																								Due Over
			1 Year								Due 1-5 Years								Due 5-10 Years								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	%

						December 31,
		March 31,
		2005				2004				2003				2002
		(In thousands)
Aggregate carrying value		$	706,027			$	766,448			$	693,983			$	216,633
Aggregate fair value		$	703,672			$	765,453			$	693,044			$	216,633

	Deposits

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											Years Ended December 31,
			Three Months Ended
			March 31, 2005								2004								2003								2002
			Balance				Rate				Balance				Rate				Balance				Rate				Balance				Rate
			($ in thousands)
Interest checking (NOW)			$	99,382				0.40	%		$	73,029				0.19	%		$	51,723				0.18	%		$	43,139				0.24	%
Savings and money market				714,193				1.71				561,744				1.35				336,012				1.30				198,613				1.92
Time				249,830				2.28				214,515				2.05				158,418				2.34				112,782				3.08
	Total interest-bearing deposits			1,063,405				1.72				849,288				1.43				546,153				1.49				354,534				2.09
Non-interest bearing demand deposits				722,561				—				600,790				—				345,274				—				229,843				—
	Total deposits		$	1,785,966				1.03	%		$	1,450,078				0.84	%		$	891,427				0.92	%		$	584,377				1.27	%

		March 31, 2005
		(In thousands)
3 months or less			142,673
3 to 6 months			52,667
6 to 12 months			47,343
Over 12 months			6,293
Total		$	248,976

	Capital Resources

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			March 31, 2005
											Adequately
			Actual								Capitalized(1)								Well-Capitalized
			Amount				Ratio				Amount				Ratio				Amount				Ratio
			($ in thousands)
Leverage ratio (to Average Assets)
	BankWest of Nevada		$	100,623				6.4	%		$	63,264				4.0	%		$	79,080				5.0	%
	Alliance Bank of Arizona(1)			32,278				9.4				13,736				4.0				17,170				5.0
	Torrey Pines Bank(1)			26,998				10.1				10,711				4.0				13,389				5.0
	Company			169,062				7.7				87,802				4.0				109,753				5.0
Tier I Capital (to Risk Weighted Assets)
	BankWest of Nevada		$	100,623				9.3	%		$	43,411				4.0	%		$	65,116				6.0	%
	Alliance Bank of Arizona			32,278				10.4				12,461				4.0				18,692				6.0
	Torrey Pines Bank			26,998				11.6				9,333				4.0				14,000				6.0
	Company			169,062				10.4				65,325				4.0				97,988				6.0
Total Capital (to Risk Weighted Assets)
	BankWest of Nevada		$	111,738				10.3	%		$	86,821				8.0	%		$	108,526				10.0	%
	Alliance Bank of Arizona			36,173				11.6				24,922				8.0				31,153				10.0
	Torrey Pines Bank			29,371				12.6				18,667				8.0				23,334				10.0
	Company			186,489				11.4				130,651				8.0				163,314				10.0

			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.

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	Subordinated Debt

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			$	—			$	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			$	3,545			$	70,780			$	2,527			$	36,268

		December 31, 2004
						Amount of Commitment Expiration Per Period
		Total
		Amounts				Less Than				1-3				3-5				After
		Committed				1 Year				Years				Years				5 Years
		(In thousands)
Commitments to extend credit		$	423,767			$	292,013			$	78,792			$	8,100			$	44,862
Credit card guarantees			5,421				5,421				—				—				—
Standby letters of credit			5,978				3,984				1,994				—				—
Total		$	435,166			$	301,418			$	80,786			$	8,100			$	44,862

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			At or for the				At or for the Years Ended
			Three Months
			Ended				December 31,
			March 31,
			2005				2004				2003				2002
			($ in thousands)
FHLB Advances:
	Maximum month-end balance		$	50,000			$	174,200			$	163,211			$	11,300
	Balance at end of period			50,000				151,900				163,211				11,300
	Average balance			127,542				186,662				69,319				9,285
Other:
	Maximum month-end balance		$	29,117			$	78,050			$	78,050			$	6,000
	Balance at end of period			29,117				33,594				78,050				6,000
	Average balance			33,224				52,513				41,939				5,047
Total Short-Term Borrowed Funds			$	79,117			$	185,494			$	241,261			$	17,300
Weighted average interest rate at end of period				2.28	%			2.23	%			1.31	%			2.37	%
Weighted average interest rate during period/year				2.59	%			1.87	%			1.50	%			2.47	%

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						Percentage				Percentage				Percentage of
		Economic				Change				of Total				Equity Book
Interest Rate Scenario		Value				from Base				Assets				Value
		($ in millions)
Up 300 basis points		$	306.0				(1.2	)%			13.1	%			223.2	%
Up 200 basis points			308.3				(0.5	)			13.2				224.9
BASE			309.8								13.2				226.0
Down 100 basis points			298.1				(3.8	)			12.7				217.4

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						Percentage
		Adjusted Net				Change
Interest Rate Scenario		Interest Income				from Base
		(In millions)
Up 300 basis points		$	100.0				5.4	%
Up 200 basis points			99.5				4.9
BASE			94.9				—
Down 100 basis points			91.9				(3.1	)

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

	EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments

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

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	•	total assets from $443.7 million to $2.3 billion;
	•	total net loans from $319.6 million to $1.3 billion;
	•	total deposits from $410.2 million to $2.0 billion; and
	•	core deposits (all deposits other than certificates of deposit greater than $100,000) from $355.8 million to $1.8 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 March 31, 2005, non-performing assets represented approximately 0.03% of total assets. The average for similarly sized publicly traded banks in the United States was 0.45% as of March 31, 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

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		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.
	•	Offering a broader array of personal financial products and services. Part of our growth strategy is to offer a broader array of personal financial products and services to high net worth individuals and to senior managers at commercial enterprises with which we have established relationships. To this end, we acquired Miller/ Russell & Associates, Inc. in May 2004, and Premier Trust, Inc. in December 2003.
	•	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 March 31, 2005, we maintained 13 bank branch offices located throughout our market areas. To accommodate our growth and enhance efficiency, we intend to expand over the next 18 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 March 31, 2005, our deposit base was comprised of 42.8% non-interest bearing deposits, of which 38.1% consisted of title company deposits, 56.1% consisted of other business deposits and 5.8% consisted of consumer deposits. Given our relatively current loan-to-deposit ratio of 66.0%, 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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						Population Growth								Per Capita Income
		Total				Projected				National				2004				National
		Deposits				Growth Rate				Percentile				Per Capita				Percentile
Metropolitan Area		March 31, 2005				2004 – 2009				Rank				Income				Rank
		(In millions)
Las Vegas		$	1,418.3				18.9	%			99.5	%		$	23,533				84.6	%
San Diego			263.8				6.5				84.0				26,039				93.8
Phoenix			177.8				13.8				97.9				24,499				88.9
Tucson			158.8				9.6				93.4				22,021				74.4

	•	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 March 31, 2005, the bank had $1.7 billion in assets, $875.1 million in loans and $1.4 billion in deposits. BankWest of Nevada has three full-service offices in Las Vegas and two in Henderson. In addition, BankWest of Nevada expects to open five full-service offices and a 36,000 square foot service center facility in the Las Vegas metropolitan area in the next 18 months.
	•	Alliance Bank of Arizona. Alliance Bank of Arizona is an Arizona-chartered commercial bank headquartered in Phoenix, Arizona. As of March 31, 2005, the bank had $381.7 million in assets, $264.4 million in loans and $341.6 million in deposits. Alliance Bank has two full-service offices in Phoenix, two in Tucson and one in Scottsdale. In addition, Alliance Bank expects to open two

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		additional full-service offices in the Phoenix metropolitan area and one in Tucson in the next 18 months.
	•	Torrey Pines Bank. Torrey Pines Bank is a California-chartered commercial bank headquartered in San Diego, California. As of March 31, 2005, the bank had $294.3 million in assets, $192.3 million in loans and $263.8 million in deposits. Torrey Pines has two full-service offices in San Diego and one in La Mesa. In addition, Torrey Pines expects to open three additional full-service offices in the San Diego metropolitan area in the next 18 months.
	•	Miller/Russell & Associates, Inc. Miller/Russell offers investment advisory services to businesses, individuals and non-profit entities. As of March 31, 2005, Miller/Russell had $891.8 million 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 March 31, 2005, Premier Trust had $196.7 million in trust assets and $103.6 million in assets under management. Premier Trust has offices in Las Vegas and Phoenix.

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

			March 31, 2005
Loan Type			Amount				Percent
			($ in millions)
Commercial Real Estate			$	544.2				40.8	%
Construction and Land Development				362.9				27.2
Commercial and Industrial				266.7				20.0
Residential Real Estate				140.2				10.5
Consumer				19.9				1.5
Total Gross Loans			$	1,333.9				100.0	%
	Net Deferred Loan Fees			(2.1	)
Gross Loans, net of deferred loan fees			$	1,331.8

		March 31, 2005
State of Loan Origination		Amount				Percent
		($ in millions)
Nevada		$	809.6				60.8	%
Arizona			312.2				23.4
California			210.0				15.8
Gross Loans, net of deferred loan fees		$	1,331.8				100.0	%

	General

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	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 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

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		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 $27.9 million for BankWest of Nevada, $5.4 million for Alliance Bank of Arizona, and $7.3 million for Torrey Pines Bank, each as of March 31, 2005).

	•	BankWest of Nevada: $14.6 million, consisting of construction loans to a local developer of apartments and condominiums;
	•	Alliance Bank of Arizona: $11.4 million, consisting of a $9.2 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: $9.8 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	%			327	%			65	%			42	%
Construction			250				213				30				27
Commercial and Industrial			200				157				30				20
Residential Real Estate			150				78				65				9
Consumer			50				12				15				2

	General

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	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 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.

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	•	“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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		March 31, 2005
		Amount				Percent
		($ in millions)
Mortgage-backed Securities		$	600.2				82.3	%
U.S. Government Sponsored Agencies			105.9				14.5
Municipal Bonds, U.S. Treasuries & Other			23.0				3.2
Total Investment Securities		$	729.1				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.

		March 31, 2005
		Amount				Percent
		($ in millions)
Non-interest Bearing Demand		$	864.1				42.8	%
Savings & Money Market			783.5				38.8
Time, $100k and over			249.0				12.3
Interest Bearing Demand			103.0				5.1
Other Time			19.1				1.0
Total Deposits		$	2,018.7				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				Leased				1/1/98 - 12/31/07
	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

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			Owned or				Original Year
			Leased				Acquired/Term of Lease
Tucson Regional Office				Leased				11/1/03 - 10/31/2013
	4703 E. Camp Lowell Drive
	Tucson, AZ 85712
Tucson Downtown Office				Leased				7/19/04 - 9/30/09
	1 South Church Avenue, #950
	Tucson, AZ 85701
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				10/1/98 - 9/30/06
	3131 E. Camelback Road, Suite 230
	Phoenix, AZ 85016

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

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										Adequate Capital(1)												Well Capitalized
		Actual								Required								Excess				Required								Excess
		($ in thousands)
Tier 1/Risk-weighted:
Western Alliance		$	163,205				10.9	%		$	59,816				4.0	%		$	103,389			$	89,274				6.0	%		$	73,931
BankWest of Nevada			95,449				9.4				40,484				4.0				54,965				60,276				6.0				35,173
Alliance Bank of Arizona			31,810				11.3				11,214				4.0				20,596				16,821				6.0				14,989
Torrey Pines Bank			26,774				13.4				8,006				4.0				18,768				12,010				6.0				14,764
Total/Risk-weighted:
Western Alliance			178,784				12.0				119,632				8.0				59,152				149,540				10.0				29,244
BankWest of Nevada			105,544				10.4				80,968				8.0				24,576				101,210				10.0				4,334
Alliance Bank of Arizona			35,258				12.6				22,428				8.0				12,830				28,035				10.0				7,223
Torrey Pines Bank			28,809				14.4				16,013				8.0				12,796				20,016				10.0				8,793
Tier 1/Average assets:
Western Alliance			163,205				7.7				85,231				4.0				77,974				106,651				5.0				56,554
BankWest of Nevada			95,449				6.1				62,970				4.0				32,479				78,713				5.0				16,736
Alliance Bank of Arizona			31,810				10.3				12,394				4.0				19,416				15,492				5.0				16,318
Torrey Pines Bank			26,774				10.9				9,830				4.0				16,944				12,288				5.0				14,486

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

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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 Superintendent.
	•	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 during its last three fiscal years, less any previous distributions made during that period by the bank or its subsidiaries, whichever is less. 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.

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

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	•	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.

	•	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			43			Chairman of the Board, President and Chief Executive Officer
Gary Cady			51			Executive Vice President, California Administration
Duane Froeschle			52			Executive Vice President and Chief Credit Officer
Dale Gibbons			45			Executive Vice President and Chief Financial Officer
James Lundy			55			Executive Vice President, Arizona Administration
Linda Mahan			47			Executive Vice President, Operations
Merrill Wall			57			Executive Vice President and Chief Administrative Officer
Larry L. Woodrum			67			Executive Vice President, Nevada Administration and Director
Paul Baker			63			Director
Bruce Beach			55			Director
William S. Boyd			73			Director
Steven J. Hilton			43			Director
Marianne Boyd Johnson			46			Director
Cary Mack			45			Director
Arthur Marshall			75			Director
Todd Marshall			48			Director
M. Nafees Nagy, M.D.			62			Director
James E. Nave, D.V.M.			60			Director
Edward Nigro			62			Director
Donald D. Snyder			57			Director

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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.

	Compensation Committee

	•	determining the compensation of our executive officers;
	•	reviewing our executive compensation policies and plans;
	•	administering and implementing our equity compensation plans;

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	•	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

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

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							Annual Compensation
															Awards
															Securities
															Underlying				All Other
Name and Principal Position			Year				Salary				Bonus				Options/SARs				Compensation
Robert Sarver				2004			$	—			$	—				65,000			$	60,000	(1)
	Chairman, President and Chief			2003				—				—				—				60,000	(1)
	Executive Officer(1)			2002				—				—				—				—
Larry Woodrum				2004				294,840				94,666				—				8,000	(2)
	President and Chief Executive Officer,			2003				284,048				67,775				—				7,000	(2)
	BankWest of Nevada			2002				261,250				69,806				75,000				6,000	(2)
Dale Gibbons				2004				206,000				72,100				—				6,500	(2)
	Executive Vice President and			2003				145,654	(4)			58,333				50,000				—
	Chief Financial Officer(3)			2002				—				—				—				—
James Lundy				2004				206,000				—				—				4,915	(2)
	President and Chief Executive Officer,			2003				198,454				—				—				3,000	(2)
	Alliance Bank of Arizona			2002				—				—				75,000				—
Linda Mahan				2004				160,365				41,943				—				4,939	(2)
	Executive Vice President and			2003				148,846				28,757	(5)			—				4,567	(2)
	Chief Operations Officer			2002				133,500				27,755				37,500				2,754	(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 and beginning in fiscal year 2005, Mr. Sarver is receiving an annual salary of $500,000. In addition, Mr. Sarver is eligible to receive a discretionary bonus in such amount as our Compensation Committee may determine, which amount is currently targeted to be 100% of his 2005 base salary.
(2)	Represents amounts contributed to the BankWest 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			37,500	(1)			8.53	%		$	13.20				10/27/14			$	67,450
			27,500	(1)			6.26				12.00				10/27/14				74,967
Larry Woodrum			—				—				—				—				—
Dale Gibbons			—				—				—				—				—
James Lundy			—				—				—				—				—
Linda Mahan			—				—				—				—				—

(1)	Options were granted on October 27, 2004 and vest annually beginning on October 27, 2005 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 3.75%, 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			—			$	—				—				65,000			$	—			$	150,000
Larry Woodrum			66,000	(3)			455,739	(4)			36,000				45,000				329,100				358,650
Dale Gibbons			—				—				10,000				40,000				79,700				318,800
James Lundy			—				—				30,000				45,000				239,100				358,650
Linda Mahan			33,750	(3)			175,037	(4)			32,250				22,500				269,108				179,325

(1)	Represents the difference between the fair market value of our common stock on the date of exercise as determined by our board of directors less the exercise.
(2)	The dollar values were calculated by determining the difference between the fair market value of our common stock on December 31, 2004 of $15.00, as determined by our board of directors, and the exercise price of the option.
(3)	Includes shares with respect to which SARs were exercised as follows: Mr. Woodrum, 36,000; and Ms. Mahan, 27,000. No shares were acquired upon the exercise of SARs.
(4)	Includes cash received in connection with the exercise of SARs as follows: Mr. Woodrum, $137,439; and Ms. Mahan, $103,419.

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	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.

	•	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;

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

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	401(k) Plan

	Noncompetition Agreement

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	Indemnification Agreement

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																		Percentage of
		Number of				Percentage of Common								Number of Shares				Common Stock
		Shares Beneficially				Stock Beneficially				Number of Shares				Beneficially Owned				Beneficially
		Owned Prior to the				Owned Prior to the				to be Purchased				Following the				Owned Following
Beneficial Owner		Offering(1)				Offering(1)				in the Offering				Offering(1)				the Offering(1)
Paul Baker			239,455				1.30	%			5,000				244,455				1.10	%
Bruce Beach			75,568				*				5,000				80,568				*
William S. Boyd			4,968,730				27.15				5,000				4,973,730				22.48
Dale Gibbons			79,900				*				5,000				84,900				*
Steve Hilton			239,455				1.30				5,000				244,455				1.10
Marianne Boyd Johnson			512,246				2.80				5,000				517,246				2.34
James Lundy			148,795				*				5,000				153,795				*
Cary Mack			89,697				*				5,000				94,697				*
Linda Mahan			52,484				*				—				52,484				*
Arthur Marshall			221,396				1.21				5,000				226,396				1.02
Todd Marshall			578,239				3.16				5,000				583,239				2.64
M. Nafees Nagy			836,852				4.57				5,000				841,852				3.81
James Nave			506,644				2.77				5,000				511,644				2.31
Edward Nigro			258,060				1.41				5,000				263,060				1.19
Robert Sarver			3,507,021				18.15				5,000				3,512,021				15.18
Donald Snyder			203,771				1.11				5,000				208,771				*
Larry Woodrum			136,000				*				—				136,000				*
All directors and executive officers as a group (20 persons)			12,442,341				63.12	%			110,000				12,552,341				53.35	%

	*	Less than 1%.

(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 March 31, 2005. As used herein, “voting power” includes to power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.

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	The table includes shares owned by spouses, other immediate family members and others over which the persons named in the table possess shared voting and/or shared investment power as follows: Mr. Boyd, 978,883 shares (includes 510,046 shares owned of record by Ms. Johnson over which Mr. Boyd has voting power pursuant to an irrevocable proxy); Ms. Johnson, 510,046 shares (represents shares owned of record by Ms. Johnson over which Mr. Boyd has voting power pursuant an irrevocable proxy); Mr. Sarver, 30,000 shares (represents shares held by Mr. Sarver’s spouse over which he disclaims all beneficial ownership). The table also includes the following: 174,650 shares subject to outstanding options exercisable within 60 days after March 31, 2005 and 1,228,946 shares subject to outstanding warrants exercisable within 60 days after March 31, 2005. Shares subject to outstanding stock options and warrants, which an individual has the right to acquire within 60 days after March 31, 2005, are deemed to be outstanding for the purpose of computing the percentage of 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, 2,200 shares; Mr. Beach, 1,600 shares; Mr. Boyd, 1,000 shares; Mr. Gibbons, 20,000 shares; Mr. Hilton, 2,200 shares; Ms. Johnson, 2,200 shares; Mr. Lundy, 30,000 shares; Mr. Mack, 1,200 shares; Ms. Mahan, 32,250 shares; Mr. A. Marshall, 2,200 shares; Mr. T. Marshall, 2,200 shares; Dr. Nagy, 1,200 shares; Dr. Nave, 2,200 shares; Mr. Nigro, 2,200 shares; Mr. Snyder 2,200 shares; and Mr. Woodrum, 36,000 shares. Outstanding warrants reflected in the table are as follows: Mr. Baker, 68,274 shares; Mr. Hilton, 68,274 shares; Mr. Lundy, 34,137 shares; and Mr. Sarver, 1,013,880 shares.

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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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			Number
Underwriters			of Shares
Sandler O’Neill & Partners, L.P.
Keefe, Bruyette & Woods, Inc.
	Total

		Without				With
		Over-allotment				Over-allotment
Per Share
Total

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	•	prevailing market and general economic conditions;
	•	our results of operations, including, but not limited to, our recent financial performance;
	•	our current financial position, including, but not limited to, our stockholders’ equity and the composition of assets and liabilities reflected on our balance sheet;
	•	our business potential and prospects in our principal market area;
	•	an assessment of our management; and
	•	the present state of our business.

	•	Stabilizing transactions permit bids to purchase shares of common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress.
	•	Over-allotment transactions involve sales by the underwriters of shares of common stock in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position that may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.
	•	Syndicate covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over-allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

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	•	Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by that syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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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-7-34
Consolidated Balance Sheets at March 31, 2005 (unaudited) and December 31, 2004			F-35
Consolidated Statements of Income for the three months ended March 31, 2005 and 2004 (unaudited)			F-36
Consolidated Statements Stockholders’ Equity for the three months ended March 31, 2005 (unaudited)			F-37
Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited)			F-38
Notes to Consolidated Financial Statements			F-39-45

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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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					March 31,				December 31,
					2005				2004
					(Unaudited)
					($ in thousands, except
					per share amounts)
ASSETS
Cash and due from banks					$	87,034			$	92,282
Federal funds sold						109,495				23,115
			Cash and cash equivalents			196,529				115,397
Securities held to maturity (approximate fair value $129,319 and $128,984, respectively)						131,397				129,549
Securities available for sale						597,747				659,073
Gross loans, including net deferred loan fees						1,331,801				1,188,535
Less: Allowance for loan losses						(17,114	)			(15,271	)
			Loans, net			1,314,687				1,173,264
Premises and equipment, net						29,218				29,364
Bank owned life insurance						26,459				26,170
Investment in Federal Home Loan Bank stock						12,859				15,097
Accrued interest receivable						8,053				8,359
Deferred tax assets, net						7,369				5,949
Goodwill						3,946				3,946
Other intangible assets, net of accumulated amortization of $238 and $183, respectively						1,385				1,440
Other assets						9,207				9,241
			Total assets		$	2,338,856			$	2,176,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
	Non-interest bearing demand deposits				$	864,111			$	749,550
	Interest bearing deposits:
		Demand				102,997				103,723
		Savings and money market				783,476				665,425
		Time, $100 and over				248,976				219,451
		Other time				19,129				17,887
						2,018,689				1,756,036
	Federal Home Loan Bank advances and other borrowings
		One year or less				79,117				185,494
		Over one year				63,700				63,700
	Junior subordinated debt					30,928				30,928
	Accrued interest payable and other liabilities					9,340				7,120
			Total liabilities			2,201,774				2,043,278
Commitments and Contingencies
Stockholders’ Equity
Common stock, par value $.0001; shares authorized 50,000,000; shares issued and outstanding 2005: 18,372,211; 2004: 18,249,554						2				2
Additional paid-in capital						81,457				80,459
Retained earnings						63,537				58,216
Deferred compensation — restricted stock						(431	)			—
Accumulated other comprehensive loss — net unrealized loss on available for sale securities						(7,483	)			(5,106	)
			Total stockholders’ equity			137,082				133,571
			Total liabilities and stockholders’ equity		$	2,338,856			$	2,176,849

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				2005				2004
				($ in thousands, except per
				share amounts)
Interest income on:
	Loans, including fees			$	20,334			$	11,559
	Securities — taxable				7,669				7,086
	Securities — nontaxable				85				84
	Dividends — taxable				122				97
	Federal funds sold and other				213				51
		Total interest income			28,423				18,877
Interest expense on:
	Deposits				4,519				2,367
	Federal Home Loan Bank advances and other borrowings, short-term				1,026				729
	Federal Home Loan Bank advances and other borrowings, long-term				398				732
	Junior subordinated debt				466				350
		Total interest expense			6,409				4,178
		Net interest income			22,014				14,699
Provision for loan losses					1,747				1,492
		Net interest income after provision for loan losses			20,267				13,207
Other income:
	Trust and investment advisory services				1,313				146
	Service charges				555				609
	Income from bank owned life insurance				289				322
	Mortgage loan pre-underwriting fees				16				101
	Investment securities gains, net				69				—
	Other				342				386
					2,584				1,564
Other expense:
	Salaries and employee benefits				8,493				5,414
	Occupancy				2,245				1,604
	Customer service				708				471
	Advertising, public relations and business development				549				460
	Legal, professional and director fees				484				288
	Correspondent banking service charges and wire transfer costs				396				235
	Audits and exams				400				209
	Supplies				261				185
	Data processing				181				117
	Telephone				167				129
	Insurance				148				110
	Travel and automobile				125				51
	Other				416				419
					14,573				9,692
		Income before income taxes			8,278				5,079
Income tax expense					2,957				1,650
		Net income		$	5,321			$	3,429
Earnings per share:
	Basic			$	0.29			$	0.21
	Diluted			$	0.27			$	0.19

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																								Deferred				Accumulated
								Common Stock								Additional								Compensation —				Other
				Comprehensive												Paid-In				Retained				Restricted				Comprehensive
Description				Income				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
Stock options exercised									58,108				—				266				—				—				—				266
Stock warrants exercised									37,549				—				286				—				—				—				286
Restricted stock granted									27,000				—				446				—				(446	)			—				—
Compensation cost on restricted stock									—				—				—				—				15				—				15
Comprehensive income:
	Net income			$	5,321				—				—				—				5,321				—				—				5,321
	Other comprehensive income
		Unrealized holding losses on securities available for sale arising during the period, net of taxes of $1,436			(2,332	)
		Less reclassification adjustment for gains included in net income, net of taxes of $24			(45	)
		Net unrealized holding losses			(2,377	)			—				—				—				—				—				(2,377	)			(2,377	)
				$	2,944
Balance, March 31, 2005									18,372,211			$	2			$	81,457			$	63,537			$	(431	)		$	(7,483	)		$	137,082

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					2005				2004
					($ in thousands)
Cash Flows from Operating Activities:
Net income					$	5,321			$	3,429
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				899				567
		Net amortization of securities premiums				562				890
		Stock dividends received, FHLB stock				(122	)			(97	)
		Provision for loan losses				1,747				1,492
		Gain on sales of securities available for sale				(69	)			—
		Deferred taxes				(8	)			(450	)
		Compensation cost on restricted stock				15				—
		(Increase) decrease in accrued interest receivable				306				(335	)
		(Increase) in bank-owned life insurance				(289	)			(321	)
		Increase in other assets				730				330
		Increase in accrued interest payable and other liabilities				2,220				1,597
		Other, net				93				3
			Net cash provided by operating activities			11,405				7,105
Cash Flows from Investing Activities:
	Purchases of securities held to maturity					(8,233	)			—
	Proceeds from maturities of securities held to maturity					6,300				5,246
	Purchases of securities available for sale					(5,000	)			(142,746	)
	Proceeds from maturities of securities available for sale					42,760				96,188
	Proceeds from the sale of securities available for sale					18,728				—
	Proceeds from sale (purchase) of Federal Home Loan Bank stock					2,360				(2,031	)
	Net increase in loans made to customers					(143,266	)			(99,724	)
	Purchase of premises and equipment					(753	)			(2,053	)
	Proceeds from sale of premises and equipment					3				—
			Net cash used in investing activities			(87,101	)			(145,120	)
Cash Flows from Financing Activities:
	Net increase in deposits					262,653				282,379
	Net repayments on borrowings					(106,377	)			(42,891	)
	Proceeds from exercise of stock options and stock warrants					552				122
			Net cash provided by financing activities			156,828				239,610
			Increase in cash and cash equivalents			81,132				101,595
Cash and Cash Equivalents, beginning of period						115,397				65,908
Cash and Cash Equivalents, end of period					$	196,529			$	167,503
Supplemental Disclosure of Cash Flow Information
	Cash payments for interest				$	7,636			$	5,280
	Cash payments for income taxes				$	790			$	105

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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

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	Stock compensation plans

			Three Months
			Ended March 31,
			2005				2004
Net income:
	As reported		$	5,321			$	3,429
	Deduct total stock-based employee compensation expense determined under fair value based method for all awards			(207	)			(167	)
	Related tax benefit for nonqualified stock options			13				3
	Pro forma		$	5,127			$	3,265
Earnings per share:
	Basic — as reported		$	0.29			$	0.21
	Basic — pro forma			0.28				0.20
	Diluted — as reported			0.27				0.19
	Diluted — pro forma			0.26				0.18

Note 2.	Earnings Per Share

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			Three Months
			Ended March 31,
			2005				2004
Basic:
	Net income applicable to common stock		$	5,321			$	3,429
	Average common shares outstanding			18,294,233				16,689,158
	Earnings per share		$	0.29			$	0.21
Diluted:
	Net income applicable to common stock		$	5,321			$	3,429
	Average common shares outstanding			18,294,233				16,689,158
	Stock option adjustment			948,446				592,393
	Stock warrant adjustment			778,467				413,699
	Average common shares outstanding			20,021,146				17,695,250
	Earnings per share		$	0.27			$	0.19

Note 3.	Loans

			March 31,				December 31,
			2005				2004
Construction and land development, including raw commercial land of approximately $74,561 for 2005 and $77,252 for 2004			$	362,909			$	323,176
Commercial real estate				544,168				491,949
Residential real estate				140,181				116,360
Commercial and industrial				266,691				241,292
Consumer				19,993				17,682
Less: net deferred loan fees				(2,141	)			(1,924	)
				1,331,801				1,188,535
Less:
	Allowance for loan losses			(17,114	)			(15,271	)
			$	1,314,687			$	1,173,264

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			March 31,				March 31,
			2005				2004
Balance, beginning			$	15,271			$	11,378
	Provision charged to operating expense			1,747				1,492
	Recoveries of amounts charged off			138				13
	Less amounts charged off			(42	)			(9	)
Balance, ending			$	17,114			$	12,874

Note 4.	Commitments and Contingencies

	Contingencies

	Financial instruments with off-balance sheet risk

		March 31,				December 31,
		2005				2004
Commitments to extend credit, including unsecured loan commitments of $76,277 in 2005 and $81,606 in 2004		$	467,495			$	423,767
Credit card guarantees			5,928				5,421
Standby letters of credit, including unsecured letters of credit of $2,339 in 2005 and $1,264 in 2004			10,617				5,978
		$	484,040			$	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
2005:
	Assets		$	1,654,504			$	381,749			$	294,255			$	176,079			$	(167,731	)		$	2,338,856
	Gross loans and deferred fees			875,079				264,428				192,294				—				—				1,331,801
	Less: Allowance for loan losses			(10,911	)			(3,894	)			(2,309	)			—				—				(17,114	)
	Net loans			864,168				260,534				189,985				—				—				1,314,687
	Deposits			1,420,697				341,621				263,782				—				(7,411	)			2,018,689
	Stockholders’ equity			94,628				31,447				26,515				144,217				(159,725	)			137,082
	Net interest income		$	15,832			$	3,817			$	2,810			$	(445	)		$	—			$	22,014
	Provision for loan losses			959				478				310				—				—				1,747
	Net interest income after provision for loan losses			14,873				3,339				2,500				(445	)			—				20,267
	Noninterest income			1,223				128				124				7,385				(6,276	)			2,584
	Noninterest expense			(8,108	)			(2,688	)			(2,269	)			(1,710	)			202				(14,573	)
	Income before income taxes			7,988				779				355				5,230				(6,074	)			8,278
	Income tax expense (benefit)			2,672				308				130				(153	)			—				2,957
	Net income		$	5,316			$	471			$	225			$	5,383			$	(6,074	)		$	5,321

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			BankWest				Alliance Bank				Torrey Pines								Intersegment				Consolidated
			of Nevada				of Arizona				Bank				Other				Eliminations				Company
2004:
	Assets		$	1,380,885			$	253,042			$	183,257			$	137,617			$	(138,773	)		$	1,816,028
	Gross loans and deferred fees			604,716				138,748				89,339				—				—				832,803
	Less: Allowance for loan losses			(9,105	)			(2,210	)			(1,559	)			—				—				(12,874	)
	Net loans			595,611				136,538				87,780				—				—				819,929
	Deposits			1,092,521				179,449				121,015				—				(15,960	)			1,377,025
	Stockholders’ equity			76,097				22,663				19,080				106,227				(118,906	)			105,161
	Net interest income		$	11,537			$	1,878			$	1,583			$	(298	)		$	(1	)		$	14,699
	Provision for loan losses			641				451				400				—				—				1,492
	Net interest income after provision for loan losses			10,896				1,427				1,183				(298	)			(1	)			13,207
	Noninterest income			1,215				99				181				3,948				(3,879	)			1,564
	Noninterest expense			(6,375	)			(1,798	)			(1,291	)			(306	)			78				(9,692	)
	Income (loss) before income taxes			5,736				(272	)			73				3,344				(3,802	)			5,079
	Income tax expense (benefit)			1,870				(143	)			11				(88	)			—				1,650
	Net income (loss)		$	3,866			$	(129	)		$	62			$	3,432			$	(3,802	)		$	3,429

Note 7.	Subsequent Events

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Sandler O’Neill & Partners, L.P.	Keefe, Bruyette & Woods

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Table of Contents

Item 13.	Other Expenses of Issuance And Distribution.

Securities and Exchange Commission registration fee			$	10,050
NASD filing fee			$	9,000
New York Stock Exchange listing fee			$	150,000
Accounting fees and expenses			$	200,000
Legal fees and expenses			$	600,000
Printing and engraving expenses			$	200,000
Blue Sky qualification fees and expenses			$	15,000
Transfer agent and registrar fees and expenses			$	5,000
Miscellaneous expenses			$	50,950
	Total		$	1,240,000

Item 14.	Indemnification of Directors and Officers

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Item 15.	Recent Sales of Unregistered Securities

														Total
		Date				Options				Option				Purchase
Name		Exercised				Exercised				Price				Price
Linda Mahan			2/28/2002				2,250			$	1.39			$	3,128
Jack Mishel			7/31/2002				1,500				1.39				2,085
Sharleen Teraya			7/31/2002				9,000				1.39				12,510
Sherry Colquitt (nonqualified)			8/31/2002				18,000				1.39				25,020
Larry Woodrum			4/30/2002				15,000				1.39				20,850
Daline Januik			4/30/2002				150				1.39				209
Allen McConville			4/30/2002				3,744				1.39				5,204
Selma Bartlett			7/31/2002				3,750				6.33				23,738
Robert E. Clark (nonqualified)			11/3/2003				9,000				1.39				12,510
Donald D. Snyder (nonqualified)			11/3/2003				90,000				1.39				125,100
Jack Wallis			9/5/2003				1,800				6.33				11,394
Selma Bartlett			5/1/2003				3,242				6.33				20,522
Diane Fearon			9/2/2003				500				1.39				695
A. Mark Affeldt			5/1/2003				3,000				1.39				4,170
Lori Harrison			12/26/2003				500				6.33				3,165
M. Nafees Nagy (nonqualified)			12/22/2004				1,000				7.03				7,030
Bruce Beach (nonqualified)			5/18/2004				600				7.03				4,218
Larry Woodrum			4/14/2004				15,000				1.39				20,850
Larry Woodrum			6/17/2004				15,000				1.39				20,850
Jack Wallis			4/29/2004				1,800				6.33				11,394
Linda Mahan			5/4/2004				6,750				1.39				9,383
Selma Bartlett			2/20/2004				2,500				6.33				15,825
Selma Bartlett			6/2/2004				8,000				6.33				50,640
Selma Bartlett			8/9/2004				2,900				6.33				18,357
Sanford Sadler			4/23/2004				7,500				7.03				52,725
Sanford Sadler			10/28/2004				7,500				7.03				52,725
Jack Mishel			9/15/2004				2,000				1.39				2,780
Daline Januik			9/13/2004				3,400				1.39				4,726
Laurene Rogers			4/9/2004				3,000				1.39				4,170
Diane Fearon			12/17/2004				1,000				1.39				1,390
Barry Harrison			4/20/2004				500				6.33				3,165
Barry Harrison			8/6/2004				750				6.33				4,748
Flossie Christensen			8/13/2004				1,200				6.33				7,596
Brent Medovich			10/25/2004				1,800				7.03				12,654
Marcia Synko			12/13/2004				600				7.03				4,218
Duane Froeschle			2/20/2004				15,000				7.03				105,450
M. Nafees Nagy (nonqualified)			1/3/2005				200				7.03				1,406
Bruce Beach (nonqualified)			2/14/2005				600				7.03				4,218
Jack Wallis			1/11/2005				1,800				6.33				11,394
Selma Bartlett			1/31/2005				5,108				6.33				32,334

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														Total
		Date				Options				Option				Purchase
Name		Exercised				Exercised				Price				Price
Selma Bartlett			1/31/2005				2,250			$	6.33			$	14,243
Lois Greene			2/24/2005				15,750				1.39				21,893
Lois Greene			2/24/2005				1,500				6.33				9,495
Lois Greene			2/24/2005				2,400				7.03				16,872
Jack Mishel			1/3/2005				10,000				1.39				13,900
Lori Harrison			3/10/2005				1,000				6.33				6,330
Ed Zito			1/24/2005				2,500				9.00				22,500
Rick Krivel			3/16/2005				15,000				7.03				105,450

														Total
		Date				Warrants				Warrant				Purchase
Name		Exercised				Exercised				Price				Price
Bruce Beach			6/23/2004				20,481.00			$	7.62			$	156,065
Robert Gugino			1/31/2005				6,828.00				7.62				52,029
Russell D. Garrett			1/31/2005				6,828.00				7.62				52,029
Richard Price			3/7/2005				23,893.00				7.62				182,065

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Item 16.	Exhibits and Financial Statement Schedules.

	1	.1		Form of Underwriting Agreement.
	3	.1		Amended and Restated Articles of Incorporation.†
	3	.2		Amended and Restated By-Laws.†
	4	.1		Form of common stock certificate.*
	5	.1		Opinion of Hogan & Hartson L.L.P.*
	9	.1		Voting Agreement by and among Western Alliance Bancorporation, William S. Boyd, as trustee of the William S. Boyd Trust and the stockholders of Western Alliance Bancorporation who are signatories thereto, as amended.
	10	.1		Western Alliance Bancorporation 2005 Stock Incentive Plan.†
	10	.3		Form of BankWest of Nevada Incentive Stock Option Plan Agreement.†
	10	.4		Form of Western Alliance Incentive Stock Option Plan Agreement.†
	10	.5		Form of Western Alliance 2002 Stock Option Plan Agreement.†
	10	.6		Form of Western Alliance 2002 Stock Option Plan Agreement (with double trigger acceleration clause).†
	10	.7		Form of Indemnification Agreement by and between Western Alliance Bancorporation and the following directors and officers: Messrs. Baker, Beach, Boyd, Cody, Froeschle, Gibbons, Hilton, Lundy, Mack A. Marshall, T. Marshall, Nigro, Sarver, Snyder, Wall and Woodrum, Drs. Nagy and Nave, and Mses. Boyd Johnson and Mahan.†
	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.†
	10	.9		Form of Warrant to purchase shares of Western Alliance Bancorporation common stock, dated December 12, 2002, together with a schedule of warrantholders.†
	10	.10		Directors Fee Schedule.†
	10	.11		Summary of Compensation Arrangements with Named Executive Officers.†
	21	.1		List of Subsidiaries of Western Alliance Bancorporation.†
	23	.1		Consent of McGladrey & Pullen, LLP.
	23	.2		Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).*
	24	.1		Power of Attorney (included on Signature Page).†

	*	To be filed by amendment.

†		Previously filed.
(b)		Financial Statement Schedules

	All schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.

Item 17.	Undertakings.

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	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the 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)		June 17, 2005
/s/ Dale Gibbons   Dale Gibbons				Executive Vice President and Chief Financial Officer (Principal Financial Officer)		June 17, 2005
/s/ Terry A. Shirey   Terry A. Shirey				Vice President and Controller (Principal Accounting Officer)		June 17, 2005
*   Paul Baker				Director		June 17, 2005
*   Bruce Beach				Director		June 17, 2005
*   William S. Boyd				Director		June 17, 2005
*   Steve Hilton				Director		June 17, 2005
*   Marianne Boyd Johnson				Director		June 17, 2005
*   Cary Mack				Director		June 17, 2005
*   Arthur Marshall				Director		June 17, 2005

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Name				Title		Date
*   Todd Marshall				Director		June 17, 2005
*   M. Nafees Nagy, M.D.				Director		June 17, 2005
*   James Nave, D.V.M				Director		June 17, 2005
*   Edward Nigro				Director		June 17, 2005
*   Donald Snyder				Director		June 17, 2005
*   Larry Woodrum				Director		June 17, 2005
/s/ Dale Gibbons   Dale Gibbons Attorney-In-Fact

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	1	.1		Form of Underwriting Agreement.
	3	.1		Amended and Restated Articles of Incorporation.†
	3	.2		Amended and Restated By-Laws.†
	4	.1		Form of common stock certificate.*
	5	.1		Opinion of Hogan & Hartson L.L.P.*
	9	.1		Voting Agreement by and among Western Alliance Bancorporation, William S. Boyd, as trustee of the William S. Boyd Trust and the stockholders of Western Alliance Bancorporation who are signatories thereto, as amended.
	10	.1		Western Alliance Bancorporation 2005 Stock Incentive Plan.†
	10	.3		Form of BankWest of Nevada Incentive Stock Option Plan Agreement.†
	10	.4		Form of Western Alliance Incentive Stock Option Plan Agreement.†
	10	.5		Form of Western Alliance 2002 Stock Option Plan Agreement.†
	10	.6		Form of Western Alliance 2002 Stock Option Plan Agreement (with double trigger acceleration clause).†
	10	.7		Form of Indemnification Agreement by and between Western Alliance Bancorporation and the following directors and officers: Messrs. Baker, Beach, Boyd, Cody, Froeschle, Gibbons, Hilton, Lundy, Mack A. Marshall, T. Marshall, Nigro, Sarver, Snyder, Wall and Woodrum, Drs. Nagy and Nave, and Mses. Boyd Johnson and Mahan.†
	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.†
	10	.9		Form of Warrant to purchase shares of Western Alliance Bancorporation common stock, dated December 12, 2002, together with a schedule of warrantholders.†
	10	.10		Directors Fee Schedule.†
	10	.11		Summary of Compensation Arrangements with Named Executive Officers.†
	21	.1		List of Subsidiaries of Western Alliance Bancorporation.†
	23	.1		Consent of McGladrey & Pullen, LLP.
	23	.2		Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).*
	24	.1		Power of Attorney (included on Signature Page).†

	*	To be filed by amendment.

†		Previously filed.
(b)		Financial Statement Schedules