WESTERN ALLIANCE BANCORPORATION (a Nevada corporation) 29,200,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2009 • Western Alliance Bancorporation • State commercial banks • New York
Western Alliance Bancorporation, a Nevada corporation (the “Company”), confirms its agreements with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette”) and the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe Bruyette is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters of the number of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 4,380,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 4,380,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 4,
