Attached files
file | filename |
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10-K - FORM 10-K - WESTERN ALLIANCE BANCORPORATION | p18710e10vk.htm |
EX-31.1 - EX-31.1 - WESTERN ALLIANCE BANCORPORATION | p18710exv31w1.htm |
EX-23.1 - EX-23.1 - WESTERN ALLIANCE BANCORPORATION | p18710exv23w1.htm |
EX-21.1 - EX-21.1 - WESTERN ALLIANCE BANCORPORATION | p18710exv21w1.htm |
EX-31.2 - EX-31.2 - WESTERN ALLIANCE BANCORPORATION | p18710exv31w2.htm |
EX-99.1 - EX-99.1 - WESTERN ALLIANCE BANCORPORATION | p18710exv99w1.htm |
EX-32.1 - EX-32.1 - WESTERN ALLIANCE BANCORPORATION | p18710exv32w1.htm |
EX-10.19 - EX-10.19 - WESTERN ALLIANCE BANCORPORATION | p18710exv10w19.htm |
Exhibit 99.2
WESTERN
ALLIANCE BANCORPORATION UST #44
Certification of the Principal Financial Officer for Years Following First Fiscal Year
Pursuant to 31 C.F.R. Section 30.15
Fiscal Year Ended December 31, 2010
Pursuant to 31 C.F.R. Section 30.15
Fiscal Year Ended December 31, 2010
I, Dale Gibbons, Executive Vice President and Chief Financial Officer of Western
Alliance Bancorporation, certify, based on my knowledge, that:
(i) | The compensation committee of Western Alliance Bancorporation has discussed,
reviewed, and evaluated with senior risk officers at least every six months during any
part of the most recently completed fiscal year that was a TARP period, senior executive
officer (SEO) compensation plans and employee compensation plans and the risks these
plans pose to Western Alliance Bancorporation; |
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(ii) | The compensation committee of Western Alliance Bancorporation has identified and
limited during any part of the most recently completed fiscal year that was a TARP
period any features of the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of Western Alliance
Bancorporation and has identified any features of the employee compensation plans that
pose risks to Western Alliance Bancorporation and has limited those features to ensure
that Western Alliance Bancorporation is not unnecessarily exposed to risks; |
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(iii) | The compensation committee has reviewed, at least every six months during any
part of the most recently completed fiscal year that was a TARP period, the terms of
each employee compensation plan and identified any features of the plan that could
encourage the manipulation of reported earnings of Western Alliance Bancorporation to
enhance the compensation of an employee, and has limited such features; |
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(iv) | The compensation committee of Western Alliance Bancorporation will certify to the
reviews of the SEO compensation plans and employee compensation plans required under (i)
and (iii) above; |
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(v) | The compensation committee of Western Alliance Bancorporation will provide a
narrative description of how it limited during any part of the most recently completed
fiscal year that was a TARP period the features in |
A. | SEO compensation plans that could lead SEOs to take unnecessary and
excessive risks that could threaten the value of Western Alliance Bancorporation; |
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B. | Employee compensation plans that unnecessarily expose Western Alliance
Bancorporation to risks; and |
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C. | Employee compensation plans that could encourage the manipulation of
reported earnings of Western Alliance Bancorporation to enhance the compensation of
an employee; |
(vi) | Western Alliance Bancorporation has required that bonus payments to SEOs and
twenty next most highly compensated employees, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), be subject to a
recovery or clawback provision during any part of the most recently completed fiscal
year that was a TARP period if the bonus payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric criteria; |
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(vii) | Western Alliance Bancorporation has prohibited any golden parachute payment, as
defined in the regulations and guidance established under section 111 of EESA, to a SEO
or any of the next five most highly compensated employees during any part of the most
recently completed fiscal year that was a TARP period; |
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(viii) | Western Alliance Bancorporation has limited bonus payments to its applicable employees
in accordance with section 111 of EESA and the regulations and guidance established
thereunder during any part of the most recently completed fiscal year that was a TARP
period; |
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(ix) | Western Alliance Bancorporation and its employees have complied with the
excessive or luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, during any part of the most recently completed
fiscal year that was a TARP period; and any expenses that, pursuant to the policy,
required approval of the board of directors, a committee of the board of directors, an
SEO, or an executive officer with a similar level of responsibility, were properly
approved; |
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(x) | Western Alliance Bancorporation will permit a non-binding shareholder resolution
in compliance with any applicable Federal securities rules and regulations on the
disclosures provided under the Federal |
securities laws related to SEO compensation paid
or accrued during any part of the most recently completed fiscal year that was a TARP
period; |
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(xi) | Western Alliance Bancorporation will disclose the amount, nature, and
justification for the offering, during any part of the most recently completed fiscal
year that was a TARP period, of any perquisites, as defined in the regulations and
guidance established under section 111 of EESA, whose total value exceeds $25,000 for
any employee who is subject to the bonus payment limitations identified in paragraph
(viii); |
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(xii) | Western Alliance Bancorporation will disclose whether Western Alliance
Bancorporation, the board of directors of Western Alliance Bancorporation, or the
compensation committee of Western Alliance Bancorporation has engaged during any part of
the most recently completed fiscal year that was a TARP period a compensation
consultant; and the services the compensation consultant or any affiliate of the
compensation consultant provided during this period; |
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(xiii) | Western Alliance Bancorporation has prohibited the payment of any gross-ups, as
defined in the regulations and guidance established under section 111 of EESA, to the
SEOs and the next twenty most highly compensated employees during any part of the most
recently completed fiscal year that was a TARP period; |
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(xiv) | Western Alliance Bancorporation has substantially complied with all other
requirements related to employee compensation that are provided in the agreement between
Western Alliance Bancorporation and Treasury, including any amendments; |
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(xv) | Western Alliance Bancorporation has submitted to Treasury a complete and accurate
list of the SEOs and the twenty next most highly compensated employees for the current
fiscal year, with the non-SEOs ranked in descending order of level of annual
compensation, and with the name, title and employer of each SEO and most highly
compensated employee identified; and |
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(xvi) | I understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or both. (See,
for example, 18 USC 1001.) |
By: | /s/ Dale Gibbons | |||||
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Dale Gibbons | ||||||
Principal Financial Officer | ||||||
Western Alliance Bancorporation | ||||||
Dated: | March 4, 2011 |