PACWEST BANCORP (Form: 10-Q, Received: 11/10/2014 06:03:48)

Formatted: S&C DocID AMENDED AND RESTATED BYLAWS OF PACWEST BANCORP April 22, 2008 November 5, 2014 ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the Chief Executive Officer, the Board of Directors or the holders of shares entitled to cast not less than ten percent of the votes at the meeting, such meeting, such meeting to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice of any meeting at which directors are to be elected shall include a list of the names of the nominees intended at the time of the mailing of the notice to be presented by the Board for election. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. Quorum. At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these bylaws, the holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 1.4 of these bylaws until a quorum of such class shall be so present or represented. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the

LA_LAN01:278326.2 Formatted: S&C DocID shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the Chief Executive Officer, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 1.7. Inspectors. Prior to any meeting of stockholders, the Board of Directors or the President shall appoint one or more inspectors to act at such meeting and any adjournment thereof and make a written report thereof and may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted therewith, any information provided by a stockholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined that the proxy was authorized by the stockholder, ballots and the regular books and records of the Corporation, and they may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for such purpose, they shall, at the time they make their certification, specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. Section 1.8. Voting; Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be elected by a plurality of the

LA_LAN01:278326.2 Formatted: S&C DocID votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.Except as may be otherwise required by the certificate of incorporation, each director shall be elected by the vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at any meeting for the election of directors at which a quorum is present, provided that the directors shall be elected by a plurality of the votes cast (instead of by votes cast for or against a nominee) at any meeting at which a quorum is present for which (i) the Secretary of the Corporation receives a notice pursuant to these bylaws that a stockholder intends to nominate a director or directors and (ii) such proposed nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders. In all other matters, unless otherwise provided by law or by the certificate of incorporation or these bylaws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation or these bylaws. Section 1.9. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the Formatted: Font: 10 pt

LA_LAN01:278326.2 Formatted: S&C DocID meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Section 1.11. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the certificate of incorporation or these bylaws, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this bylaw to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.11. Section 1.12. Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals. (a) The matters to be considered and brought before any annual or special meeting of stockholders of the Corporation shall be limited to only such matters, including the nomination and election of directors, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 1.12. (b) For any matter to be properly before any annual meeting of stockholders, the matter must be (i) specified in the notice of annual meeting given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors or (iii) brought before the annual meeting in the manner specified in this Section 1.12(b) by a stockholder of record. In addition to any other requirements under applicable law and these bylaws, persons nominated by stockholders for election as directors of the Corporation and any other proposals by stockholders shall be properly brought before the meeting only if notice in the manner contemplated hereby of any such matter to be presented by a stockholder at such meeting of stockholders (the “Stockholder Notice”) is delivered to the Secretary of the Corporation at the principal executive office of the Corporation not less than 90 nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), such Stockholder Notice shall be given in the manner provided herein by the later of the close of business on (i) the date 90 days prior to such Other Meeting Date or (ii) the tenth day following the date such Other Annual Meeting Date is first publicly announced or disclosed. Any stockholder entitled to nominate any person or persons (as the case may be) for election as a director or directors of the Corporation shall deliver, as part of such Stockholder Notice, a statement in writing setting forth the name of the person or persons to be nominated, the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by each such person, as reported to such stockholder by such nominee(s), the information regarding each such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the Corporation), each such person’s signed consent to serve as a director of the Corporation if elected, such stockholder’s name and

LA_LAN01:278326.2 Formatted: S&C DocID address and the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by such stockholder. Any stockholder who gives a Stockholder Notice of any matter proposed to be brought before the meeting (not involving nominees for director) shall deliver, as part of such Stockholder Notice, the text of the proposal to be presented (including the text of any resolutions to be proposed for consideration by stockholders) and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and address, the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by such stockholder and, if applicable, any material interest of such stockholder in the matter proposed (other than as a stockholder). As used herein, shares “beneficially owned” shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (the “Exchange Act”). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine whether the nominee would be considered “independent” under the various rules and standards applicable to the Corporation. Notwithstanding anything in this Section 1.12(b) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and either all of the nominees for director or the size of the increased Board of Directors is not publicly announced or disclosed by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Stockholder Notice shall also be considered timely hereunder, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth day following the first date all of such nominees or the size of the increased Board of Directors shall have been publicly announced or disclosed. (c) Only such matters shall be properly brought before a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the Stockholder Notice required by Section 1.12(b) hereof shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth day following the day on which the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is publicly announced or disclosed. (d) For purposes of this Section 1.12, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission. (e) Only persons who are nominated in accordance with the procedures set forth in this Section 1.12 shall be eligible for election as directors of the Corporation. In no event shall the postponement or adjournment of an annual meeting already publicly noticed, or any announcement of such postponement or adjournment, commence a new period (or extend any time period) for the giving of notice as provided in this Section 1.12. This Section 1.12 shall not apply to (i) stockholders proposals made pursuant to Rule 14a-8 under the Exchange Act or (ii) the election of directors selected by or pursuant to the provisions of Article Four of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock of the Corporation having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances. (f) The person presiding at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether notice of nominees and other matters proposed to be brought before a meeting has been duly given in the manner provided in this Section 1.12 and, if not so given, shall direct and declare at the meeting that such nominees and other matters are not properly before the meeting and shall not be considered. ARTICLE II

LA_LAN01:278326.2 Formatted: S&C DocID Board of Directors Section 2.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The number of directors of the Corporation shall be from seven (7) to fifteen (15), the exact number thereof to be determined from time to time by the Board by resolution. Directors need not be stockholders. Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign effective upon giving written notice to the Chairman of the Board, the Board of Directors or to the Secretary of the Corporation unless the notice specifies a time for the effectiveness of such notice. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; except that, if the certificate of incorporation provides for cumulative voting and less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board. Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any director elected or appointed to fill a vacancy shall hold office until the next election of the class of directors of the director which such director replaced, and until and his or her successor is elected and qualified or until his or her earlier resignation or removal. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given. Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting. Section 2.5. Participation in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting. Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present. Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

LA_LAN01:278326.2 Formatted: S&C DocID Section 2.8. Action by Directors Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 2.9. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. ARTICLE III Committees Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these bylaws or (iii) removing or indemnifying directors. Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these bylaws. ARTICLE IV Officers Section 4.1. Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a Chairman of the Board, a Secretary and a Chief Financial Officer, and it may, if it so determines, elect from among its members a Vice Chairman of the Board. The Board may also elect one or more Managing Directors, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the certificate of incorporation or these bylaws otherwise provide. Section 4.2. Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of shareholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the Chairman of the Board or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be

LA_LAN01:278326.2 Formatted: S&C DocID necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting. Section 4.3. Powers and Duties. The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these bylaws or in a resolution of the Board of Directors which is not inconsistent with these bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties. ARTICLE V Stock Section 5.1. Certificates. The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board, if any, or the President or a Vice President, and by the Chief Financial Officer or Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical. Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to

LA_LAN01:278326.2 Formatted: S&C DocID have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. ARTICLE VI Miscellaneous Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors. Section 6.2. Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws. Section 6.4. Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this bylaw shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director, officer or employee as provided above. No amendment of this bylaw shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this bylaw, the term “Corporation” shall include any predecessor of the Corporation and any constituent Corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any Corporation, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation. Section 6.5. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or

LA_LAN01:278326.2 Formatted: S&C DocID interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 6.6. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same. Section 6.7. Amendment of Bylaws. These bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional bylaws and may amend or repeal any bylaw whether or not adopted by them. Section 6.8. Principal Executive or Business Offices. The Board of Directors shall fix the location of the principal executive office of the Corporation at any place either within or without the State of Delaware. If the principal executive office is located outside Delaware and the Corporation has one or more business offices in Delaware, the Board shall designate one of these offices as the Corporation’s principal business office in Delaware.



Delaware		33-0885320
(State of Incorporation)		(I.R.S. Employer Identification No.)



þ Large accelerated filer		o Accelerated filer

o Non-accelerated filer	(Do not check if a smaller reporting company)	o Smaller reporting company



		Page

PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Earnings (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	5
	Condensed Consolidated Statement Changes in Stockholders' Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 4.	Controls and Procedures	87

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	88
Item 1A.	Risk Factors	88
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	88
Item 6.	Index to Exhibits	89
Signatures		90



	September 30, 2014			December 31, 2013
	(Unaudited)
	(Dollars in thousands, except par value and share data)
ASSETS
Cash and due from banks	$	145,463		$	96,424
Interest-earning deposits in financial institutions	115,399			50,998
Total cash and cash equivalents	260,862			147,422
Securities available-for-sale, at fair value	1,539,681			1,494,745
Federal Home Loan Bank stock, at cost	45,602			27,939
Total investment securities	1,585,283			1,522,684
Gross loans and leases	11,591,395			4,313,335
Deferred fees and costs	(16,510		)	(983		)
Allowance for loan and lease losses	(81,899		)	(82,034		)
Total loans and leases, net	11,492,986			4,230,318
Equipment leased to others under operating leases	125,119			—
Premises and equipment, net	38,368			32,435
Foreclosed assets, net	40,524			55,891
Goodwill	1,722,129			208,743
Core deposit and customer relationship intangibles, net	18,823			17,248
FDIC loss sharing asset	22,977			45,524
Deferred tax asset, net	331,176			79,636
Other assets	300,098			193,462
Total assets	$	15,938,345		$	6,533,363

LIABILITIES:
Non interest-bearing deposits	$	2,842,488		$	2,318,446
Interest-bearing deposits	8,680,949			2,962,541
Total deposits	11,523,437			5,280,987
Borrowings	363,672			113,726
Subordinated debentures	433,545			132,645
Accrued interest payable and other liabilities	139,445			196,912
Total liabilities	12,460,099			5,724,270
Commitments and contingencies	0			0
STOCKHOLDERS' EQUITY:
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued and outstanding)	—			—
Common stock ($0.01 par value, 200,000,000 and 75,000,000 shares authorized at September 30, 2014 and December 31, 2013, respectively; 104,225,010 and 46,526,124 shares issued, respectively, includes 1,115,550 and 1,216,524 shares of unvested restricted stock, respectively)	1,042			465
Additional paid-in capital	3,855,546			1,286,737
Accumulated deficit	(356,516		)	(454,422		)
Treasury stock, at cost (1,197,180 and 703,290 shares at September 30, 2014 and December 31, 2013, respectively)	(42,647		)	(20,340		)
Accumulated other comprehensive income, net	20,821			(3,347		)
Total stockholders' equity	3,478,246			809,093
Total liabilities and stockholders' equity	$	15,938,345		$	6,533,363



	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2014			2014			2013			2014			2013
	(Unaudited)
	(Dollars in thousands, except per share data)
Interest income:
Loans and leases	$	189,961		$	192,201		$	75,196		$	459,625		$	199,374
Investment securities	12,331			11,986			9,871			35,140			26,501
Deposits in financial institutions	64			176			91			314			183
Total interest income	202,356			204,363			85,158			495,079			226,058
Interest expense:
Deposits	8,822			7,313			1,692			17,360			6,418
Borrowings	74			199			108			352			451
Subordinated debentures	4,614			4,318			1,069			9,973			2,734
Total interest expense	13,510			11,830			2,869			27,685			9,603
Net interest income	188,846			192,533			82,289			467,394			216,455
Provision (negative provision) for credit losses	5,050			5,030			(4,167		)	9,436			(2,872		)
Net interest income after provision (negative provision) for credit losses	183,796			187,503			86,456			457,958			219,327
Noninterest income:
Service charges on deposit accounts	2,725			2,719			2,938			8,446			8,568
Other commissions and fees	6,371			5,743			2,204			14,046			6,291
Leased equipment income	5,615			5,672			—			11,287			—
Gain (loss) on sale of loans and leases	973			(485		)	604			594			1,108
Gain on securities	—			89			5,222			4,841			5,631
FDIC loss sharing expense, net	(7,415		)	(8,525		)	(7,032		)	(27,370		)	(15,579		)
Other income	8,045			3,266			1,191			17,640			2,151
Total noninterest income	16,314			8,479			5,127			29,484			8,170
Noninterest expense:
Compensation and benefits	45,861			45,081			27,963			119,569			79,370
Occupancy	11,188			11,078			7,828			29,861			21,906
Data processing	3,929			4,099			2,590			10,568			7,278
Other professional services	3,687			2,843			1,906			8,053			4,984
Insurance and assessments	3,020			3,179			1,496			7,792			4,024
Intangible asset amortization	1,608			1,677			1,512			4,649			3,972
Other expense	13,355			12,115			7,875			32,758			19,860
Total operating expense	82,648			80,072			51,170			213,250			141,394
Leased equipment depreciation	2,961			3,095			—			6,056			—
Foreclosed assets expense (income), net	4,827			497			(420		)	3,463			(934		)
Acquisition, integration and reorganization costs	5,193			86,242			5,450			93,635			24,139
Total noninterest expense	95,629			169,906			56,200			316,404			164,599
Earnings from continuing operations before taxes	104,481			26,076			35,383			171,038			62,898
Income tax expense	(42,205		)	(14,846		)	(11,243		)	(71,627		)	(20,868		)
Net earnings from continuing operations	62,276			11,230			24,140			99,411			42,030
(Loss) earnings from discontinued operations before taxes	(8		)	(1,151		)	39			(2,572		)	(42		)
Income tax benefit	3			476			(16		)	1,067			18
Net (loss) earnings from discontinued operations	(5		)	(675		)	23			(1,505		)	(24		)
Net earnings	$	62,271		$	10,555		$	24,163		$	97,906		$	42,006
Basic earnings per share:
Net earnings from continuing operations	$	0.60		$	0.11		$	0.53		$	1.20		$	1.03
Net earnings	$	0.60		$	0.10		$	0.53		$	1.18		$	1.03
Diluted earnings per share:
Net earnings from continuing operations	$	0.60		$	0.11		$	0.53		$	1.20		$	1.03
Net earnings	$	0.60		$	0.10		$	0.53		$	1.18		$	1.03
Dividends declared per share	$	0.25		$	0.25		$	0.25		$	0.75		$	0.75


⁽¹⁾	Recognized in "Other income" on the Condensed Consolidated Statements of Earnings.


⁽²⁾	Recognized in "Income Tax Expense" on the Condensed Consolidated Statements of Earnings.


⁽³⁾	Recognized in "Gain on securities" on the Condensed Consolidated Statements of Earnings.



	Nine Months Ended September 30, 2014
	Common Stock
	Shares		Par Value		Additional Paid-in Capital			Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
	(Unaudited)
	(Dollars in thousands, except share data)
Balance, December 31, 2013	45,822,834		$	465	$	1,286,737		$	(454,422	)	$	(20,340	)	$	(3,347	)	$	809,093
Net earnings	—		—		—			97,906			—			—			97,906
Other comprehensive income - net unrealized gain on securities available-for-sale, net of tax	—		—		—			—			—			24,168			24,168
Issuance of common stock for merger with CapitalSource Inc.	56,601,997		566		2,593,504			—			—			—			2,594,070
Restricted stock awarded and earned stock compensation, net of shares forfeited	1,095,538		11		33,630			—			—			—			33,641
Restricted stock surrendered	(493,890	)	—					—			(22,307		)	—			(22,307		)
Dividend reinvestment	1,351		—		57			—			—			—			57
Tax effect from vesting of restricted stock	—		—		4,402			—			—			—			4,402
Cash dividends paid	—		—		(62,784		)	—			—			—			(62,784		)
Balance, September 30, 2014	103,027,830		$	1,042	$	3,855,546		$	(356,516	)	$	(42,647	)	$	20,821		$	3,478,246



	Nine Months Ended September 30,
	2014			2013
	(Unaudited)
	(Dollars in thousands)
Cash flows from operating activities:
Net earnings	$	97,906		$	42,006
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	28,434			23,768
Provision (negative provision) for credit losses	9,436			(2,872		)
Gain on sale of foreclosed assets	(2,746		)	(4,006		)
Provision for losses on foreclosed assets	5,065			2,094
Gain on sale of loans and leases	(594		)	(1,108		)
Gain on sale of premises and equipment	(1,523		)	(15		)
Gain on sale of securities	(4,841		)	(5,631		)
Foreign currency gain	(1,331		)	—
Derivatives loss	(1,062		)	—
Earned stock compensation	33,641			6,545
Write off of goodwill relating to the asset financing segment reorganization	6,645			—
Tax effect included in stockholders' equity of restricted stock vesting	(4,402		)	(985		)
Decrease (increase) in deferred income taxes, net	47,938			4,267
Decrease in FDIC loss sharing asset	22,547			19,063
(Increase) decrease in other assets	(8,206		)	6,254
Decrease in accrued interest payable and other liabilities	(79,644		)	(22,952		)
Net cash provided by operating activities	147,263			66,428

Cash flows from investing activities:
Cash acquired in acquisitions, net of cash consideration paid	346,047			273,013
Net (increase) decrease in loans and leases	(433,525		)	221,779
Proceeds from sale of loans and leases	35,696			18,812
Securities available-for-sale:
Proceeds from maturities and paydowns	95,039			264,654
Proceeds from sales	465,608			12,810
Purchases	(186,969		)	(504,936		)
Collection of securities sales proceeds	484,084			—
Net redemptions of Federal Home Loan Bank stock	28,397			12,549
Proceeds from sales of foreclosed assets	20,097			28,918
Purchases of premises and equipment, net	(2,283		)	(2,246		)
Proceeds from sales of premises and equipment	3,759			26
Net decrease of equipment leased to others under operating leases	30,502			—
Net cash provided by investing activities	886,452			325,379

Cash flows from financing activities:
Net increase (decrease) in deposits:
Noninterest-bearing	420,478			28,310
Interest-bearing	(518,012		)	(405,166		)
Net decrease in borrowings	(742,109		)	(4,258		)
Restricted stock surrendered	(22,307		)	(2,415		)
Tax effect included in stockholders' equity of restricted vesting stock	4,402			985
Cash dividends paid	(62,727		)	(29,648		)
Net cash used in financing activities	(920,275		)	(412,192		)
Net increase (decrease) in cash and cash equivalents	113,440			(20,385		)
Cash and cash equivalents, beginning of period	147,422			164,404
Cash and cash equivalents, end of period	$	260,862		$	144,019

Supplemental disclosures of cash flow information:
Cash paid for interest	$	23,959		$	10,604
Cash (received) paid for income taxes	(3,829		)	16,703
Loans transferred to other real estate owned	667			12,754
Common stock issued in CapitalSource acquisition	2,594,070			—
Common stock issued in First California Financial Group acquisition	—			242,268



	Acquisition and Date Acquired
	CapitalSource Inc.		First California Financial Group
	April 7, 2014		May 31, 2013
	(In thousands)
Assets Acquired:
Cash and due from banks	$	768,553	$	6,124
Interest‑earning deposits in financial institutions	60,612		266,889
Investment securities available‑for‑sale	382,797		4,444
FHLB SF stock	46,060		9,518
Loans and leases	6,877,427		1,049,613
Equipment leased to others under operating leases	160,015		—
Premises and equipment	12,663		15,322
Foreclosed assets	6,382		13,772
FDIC loss sharing asset	—		17,241
Income tax assets	311,462		33,360
Goodwill	1,520,031		129,070
Core deposit and customer relationship intangibles	6,720		7,927
Other assets	581,905		27,576
Total assets acquired	$	10,734,627	$	1,580,856
Liabilities Assumed:
Noninterest‑bearing deposits	$	4,631	$	361,166
Interest‑bearing deposits	6,236,419		739,713
Other borrowings	992,109		—
Subordinated debentures	300,918		24,061
Discontinued operations	—		184,619
Accrued interest payable and other liabilities	123,362		19,729
Total liabilities assumed	$	7,657,439	$	1,329,288
Total consideration paid	$	3,077,188	$	251,568
Summary of consideration:
Cash paid	$	483,118	$	—
PacWest common stock issued	2,594,070		242,268
Cancellation of FCAL common stock owned by PacWest (at acquisition date fair value)	—		9,300
Total	$	3,077,188	$	251,568



	Three Months Ended September 30,		Nine Months Ended September 30,
	2013		2014		2013
	(Dollars in thousands, except per share data)
Pro forma revenues (net interest income plus noninterest income)	$	209,558	$	591,283	$	606,570
Pro forma net earnings from continuing operations	$	82,662	$	177,846	$	180,219
Pro forma net earnings from continuing operations per share:
Basic	$	0.81	$	1.73	$	1.76
Diluted	$	0.81	$	1.73	$	1.76



	September 30, 2014									December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Residential mortgage-backed securities:
Government agency and
government-sponsored enterprise
pass through securities	$	537,969	$	17,917	$	(799	)	$	555,087	$	691,944	$	18,012	$	(2,768	)	$	707,188
Government agency and
government-sponsored enterprise
collateralized mortgage obligations	280,820		1,456		(2,485		)	279,791		197,069		388		(4,584		)	192,873
Covered private label collateralized
mortgage obligations	27,830		7,568		(89		)	35,309		30,502		7,552		(150		)	37,904
Other private label collateralized
mortgage obligations	12,563		35		(5		)	12,593		—		—		—			—
Municipal securities	473,426		12,212		(3,211		)	482,427		459,182		1,749		(24,273		)	436,658
Corporate debt securities	110,032		2,139		(28		)	112,143		84,119		71		(1,483		)	82,707
Government-sponsored enterprise debt
securities	36,214		168		—			36,382		10,046		—		(174		)	9,872
Other securities	26,044		33		(128		)	25,949		27,654		2		(113		)	27,543
Total	$	1,504,898	$	41,528	$	(6,745	)	$	1,539,681	$	1,500,516	$	27,774	$	(33,545	)	$	1,494,745



	September 30, 2014
	Less Than 12 Months					12 Months or More					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(In thousands)
Residential mortgage-backed securities:
Government agency and government-
sponsored enterprise pass through
securities	$	38,316	$	(191	)	$	27,894	$	(608	)	$	66,210	$	(799	)
Government agency and government-
sponsored enterprise collateralized
mortgage obligations	159,329		(967		)	42,340		(1,518		)	201,669		(2,485		)
Covered private label collateralized
mortgage obligations	—		—			1,050		(89		)	1,050		(89		)
Other private label collateralized
mortgage obligations	893		(5		)	—		—			893		(5		)
Municipal securities	18,058		(75		)	133,602		(3,136		)	151,660		(3,211		)
Corporate debt securities	—		—			12,971		(28		)	12,971		(28		)
securities	—		—			—		—			—		—
Other securities	6,427		(108		)	10,030		(20		)	16,457		(128		)
Total	$	223,023	$	(1,346	)	$	227,887	$	(5,399	)	$	450,910	$	(6,745	)



	September 30, 2014
	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	4,386	$	4,422
Due after one year through five years	85,057		85,209
Due after five years through ten years	249,748		252,685
Due after ten years	1,165,707		1,197,365
Total securities available-for-sale	$	1,504,898	$	1,539,681



	April 7, 2014 Accretable Yield
	(In thousands)
Undiscounted contractual cash flows	$	227,688
Undiscounted cash flows not expected to be collected (nonaccretable difference)	(134,726		)
Undiscounted cash flows expected to be collected	92,962
Estimated fair value of PCI loans acquired	(79,234		)
Accretable yield	$	13,728



	September 30, 2014									December 31, 2013
	Non-PCI									Non-PCI
	Loans			PCI						Loans			PCI
	and Leases			Loans			Total			and Leases			Loans			Total
	(In thousands)
Real estate mortgage	$	5,406,371		$	314,919		$	5,721,290		$	2,424,864		$	371,134		$	2,795,998
Real estate construction	285,109			8,208			293,317			209,090			10,427			219,517
Commercial	5,440,144			27,961			5,468,105			1,241,776			974			1,242,750
Consumer	108,340			343			108,683			54,809			261			55,070
Total gross loans and leases	11,239,964			351,431			11,591,395			3,930,539			382,796			4,313,335
Deferred fees and costs	(16,458		)	(52		)	(16,510		)	(983		)	—			(983		)
Total loans and leases, net of unearned income	11,223,506			351,379			11,574,885			3,929,556			382,796			4,312,352
Allowance for loan and lease losses	(63,084		)	(18,815		)	(81,899		)	(60,241		)	(21,793		)	(82,034		)
Total net loans and leases	$	11,160,422		$	332,564		$	11,492,986		$	3,869,315		$	361,003		$	4,230,318



	Three Months Ended September 30, 2014
	Real Estate Mortgage			Real Estate Construction		Commercial			Consumer			Total Non-PCI			Total PCI			Total
	(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period	$	22,276		$	4,302	$	35,530		$	3,415		$	65,523		$	16,626		$	82,149
Charge-offs	(395		)	—		(7,282		)	(171		)	(7,848		)	(108		)	(7,956		)
Recoveries	1,312			24		337			52			1,725			—			1,725
Provision (negative provision)	3,810			1,591		422			(2,139		)	3,684			2,297			5,981
Balance, end of period	$	27,003		$	5,917	$	29,007		$	1,157		$	63,084		$	18,815		$	81,899



	Nine Months Ended September 30, 2014
	Real Estate Mortgage			Real Estate Construction		Commercial			Consumer			Total Non-PCI			Total PCI			Total
	(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period	$	26,078		$	4,298	$	26,921		$	2,944		$	60,241		$	21,793		$	82,034
Charge-offs	(976		)	—		(9,049		)	(203		)	(10,228		)	(4,712		)	(14,940		)
Recoveries	1,949			112		1,301			294			3,656			51			3,707
Provision (negative provision)	(48		)	1,507		9,834			(1,878		)	9,415			1,683			11,098
Balance, end of period	$	27,003		$	5,917	$	29,007		$	1,157		$	63,084		$	18,815		$	81,899

Amount of the allowance applicable to loans and leases:
Individually evaluated for impairment	$	1,568		$	119	$	7,654		$	34		$	9,375
Collectively evaluated for impairment	$	25,435		$	5,798	$	21,353		$	1,123		$	53,709
Acquired loans with deteriorated credit quality															$	18,815
Loan and Leases:
Ending balance	$	5,398,244		$	283,067	$	5,433,787		$	108,408		$	11,223,506		$	351,379		$	11,574,885
The ending balance of the loan and lease portfolio is composed of loans and leases:
Individually evaluated for impairment	$	59,729		$	12,692	$	47,180		$	3,655		$	123,256
Collectively evaluated for impairment	$	5,338,515		$	270,375	$	5,386,607		$	104,753		$	11,100,250
Acquired loans with deteriorated credit quality															$	351,379



	Three Months Ended September 30, 2013
	Real Estate Mortgage			Real Estate Construction			Commercial			Consumer			Total Non-PCI			Total PCI			Total
	(In thousands)
Allowance for loan and lease losses:
Balance, beginning of period	$	31,804		$	3,432		$	26,343		$	1,667		$	63,246		$	27,397		$	90,643
Charge-offs	(281		)	—			(2,439		)	(75		)	(2,795		)	—			(2,795		)
Recoveries	152			179			324			15			670			5			675
Provision (negative provision)	(2,069		)	(66		)	1,233			332			(570		)	(4,167		)	(4,737		)
Balance, end of period	$	29,606		$	3,545		$	25,461		$	1,939		$	60,551		$	23,235		$	83,786



	Nine Months Ended September 30, 2013
	Real Estate Mortgage			Real Estate Construction			Commercial			Consumer			Total Non-PCI			Total PCI			Total
	(In thousands)
Allowance for loan and lease losses:
Balance, beginning of period	$	38,700		$	3,221		$	22,252		$	1,726		$	65,899		$	26,069		$	91,968
Charge-offs	(3,840		)	—			(4,631		)	(111		)	(8,582		)	—			(8,582		)
Recoveries	1,665			514			2,028			57			4,264			38			4,302
Provision (negative provision)	(6,919		)	(190		)	5,812			267			(1,030		)	(2,872		)	(3,902		)
Balance, end of period	$	29,606		$	3,545		$	25,461		$	1,939		$	60,551		$	23,235		$	83,786

Amount of the allowance applicable to loans and leases:
Individually evaluated for impairment	$	3,225		$	103		$	6,147		$	240		$	9,715
Collectively evaluated for impairment	$	26,381		$	3,442		$	19,314		$	1,699		$	50,836
Acquired loans with deteriorated credit quality																$	23,235
Loan and Leases:
Ending balance	$	2,548,932		$	188,872		$	1,178,923		$	33,909		$	3,950,636		$	432,757		$	4,383,393
The ending balance of the loan and lease portfolio is composed of loans and leases:
Individually evaluated for impairment	$	90,329		$	14,878		$	25,083		$	792		$	131,082
Collectively evaluated for impairment	$	2,458,603		$	173,994		$	1,153,840		$	33,117		$	3,819,554
Acquired loans with deteriorated credit quality																$	432,757



	September 30, 2014						December 31, 2013
	Nonclassified		Classified		Total		Nonclassified		Classified		Total
	(In thousands)
Real estate mortgage:
Hospitality	$	504,066	$	15,284	$	519,350	$	168,216	$	12,337	$	180,553
SBA	344,285		7,483		351,768		39,869		5,297		45,166
Other	4,430,742		96,384		4,527,126		2,132,109		64,279		2,196,388
Total real estate mortgage	5,279,093		119,151		5,398,244		2,340,194		81,913		2,422,107
Real estate construction:
Residential	71,961		925		72,886		58,131		750		58,881
Commercial	205,258		4,923		210,181		142,607		6,291		148,898
Total real estate construction	277,219		5,848		283,067		200,738		7,041		207,779
Commercial:
Collateralized	416,759		11,818		428,577		567,643		18,838		586,481
Unsecured	125,373		1,666		127,039		151,896		1,856		153,752
Asset-based	1,575,920		18,512		1,594,432		195,569		6,859		202,428
Cash flow	2,238,196		76,002		2,314,198		—		—		—
Equipment finance	906,494		21,966		928,460		272,851		632		273,483
SBA	39,042		2,039		41,081		22,880		5,761		28,641
Total commercial	5,301,784		132,003		5,433,787		1,210,839		33,946		1,244,785
Consumer	104,424		3,984		108,408		50,474		4,411		54,885
Total Non-PCI loans and leases	$	10,962,520	$	260,986	$	11,223,506	$	3,802,245	$	127,311	$	3,929,556



	September 30, 2014
	30-89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Real estate mortgage:
Hospitality	$	—	$	—	$	—	$	519,350	$	519,350
SBA	2,304		516		2,820		348,948		351,768
Other	8,150		13,128		21,278		4,505,848		4,527,126
Total real estate mortgage	10,454		13,644		24,098		5,374,146		5,398,244
Real estate construction:
Residential	—		542		542		72,344		72,886
Commercial	1,928		1,487		3,415		206,766		210,181
Total real estate construction	1,928		2,029		3,957		279,110		283,067
Commercial:
Collateralized	56		940		996		427,581		428,577
Unsecured	38		25		63		126,976		127,039
Asset-based	271		—		271		1,594,161		1,594,432
Cash flow	235		—		235		2,313,963		2,314,198
Equipment finance	119		132		251		928,209		928,460
SBA	—		—		—		41,081		41,081
Total commercial	719		1,097		1,816		5,431,971		5,433,787
Consumer	168		3,244		3,412		104,996		108,408
Total Non-PCI loans and leases	$	13,269	$	20,014	$	33,283	$	11,190,223	$	11,223,506



	September 30, 2014						December 31, 2013
	Nonaccrual		Performing		Total		Nonaccrual		Performing		Total
	(In thousands)
Real estate mortgage:
Hospitality	$	6,451	$	512,899	$	519,350	$	6,723	$	173,830	$	180,553
SBA	7,483		344,285		351,768		2,602		42,564		45,166
Other	26,575		4,500,551		4,527,126		18,648		2,177,740		2,196,388
Total real estate mortgage	40,509		5,357,735		5,398,244		27,973		2,394,134		2,422,107
Real estate construction:
Residential	925		71,961		72,886		389		58,492		58,881
Commercial	2,703		207,478		210,181		2,830		146,068		148,898
Total real estate construction	3,628		279,439		283,067		3,219		204,560		207,779
Commercial:
Collateralized	5,165		423,412		428,577		9,991		576,490		586,481
Unsecured	226		126,813		127,039		458		153,294		153,752
Asset-based	5,003		1,589,429		1,594,432		1,070		201,358		202,428
Cash flow	15,958		2,298,240		2,314,198		—		—		—
Equipment finance	12,885		915,575		928,460		632		272,851		273,483
SBA	2,039		39,042		41,081		3,037		25,604		28,641
Total commercial	41,276		5,392,511		5,433,787		15,188		1,229,597		1,244,785
Consumer	3,535		104,873		108,408		394		54,491		54,885
Total Non-PCI loans and leases	$	88,948	$	11,134,558	$	11,223,506	$	46,774	$	3,882,782	$	3,929,556



	September 30, 2014						December 31, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
With An Allowance Recorded:
Real estate mortgage:
Hospitality	$	1,957	$	1,956	$	92	$	5,717	$	6,215	$	198
SBA	—		—		—		1,642		1,643		230
Other	13,302		13,389		1,476		15,937		16,571		1,760
Real estate construction:
Residential	767		767		72		778		778		168
Commercial	1,162		4,945		47		1,250		1,250		1
Commercial:
Collateralized	5,404		5,789		3,536		4,377		4,692		4,270
Unsecured	620		631		416		801		829		375
Asset-based	262		262		262		1,070		1,070		180
Cash flow	15,958		18,014		2,666		—		—		—
Equipment finance	1,864		1,864		774		—		—		—
SBA	—		—		—		1,136		1,136		178
Consumer	146		145		34		424		471		240
With No Related Allowance Recorded:
Real estate mortgage:
Hospitality	$	6,451	$	7,593	$	—	$	3,013	$	3,385	$	—
SBA	7,483		10,712		—		2,602		3,646		—
Other	30,536		41,596		—		33,365		46,062		—
Real estate construction:
Residential	542		550		—		—		—		—
Commercial	10,221		10,995		—		5,484		9,923		—
Commercial:
Collateralized	3,820		10,932		—		6,700		9,924		—
Unsecured	180		278		—		179		247		—
Asset-based	4,741		5,584		—		—		—		—
Cash flow	—		505		—		—		—		—
Equipment finance	11,021		14,809		—		632		632		—
SBA	3,310		4,984		—		3,037		4,945		—
Consumer	3,509		3,681		—		278		394		—
Total Non-PCI Loans and Leases With and Without an Allowance Recorded:
Real estate mortgage	$	59,729	$	75,246	$	1,568	$	62,276	$	77,522	$	2,188
Real estate construction	12,692		17,257		119		7,512		11,951		169
Commercial	47,180		63,652		7,654		17,932		23,475		5,003
Consumer	3,655		3,826		34		702		865		240
Total	$	123,256	$	159,981	$	9,375	$	88,422	$	113,813	$	7,600


(1)	For the loans and leases (excluding PCI loans) reported as impaired at September 30, 2014 and 2013 , amounts were calculated based on the period of time such loans and leases were impaired during the reported period.



	Three Months Ended September 30, 2014					Three Months Ended September 30, 2013
Troubled Debt Restructurings:	Number of Loans	Pre- Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre- Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Real estate mortgage:
SBA	1	$	64	$	64	—	$	—	$	—
Other	7	10,496		10,496		—	—		—
Commercial:
Collateralized	9	1,507		1,507		8	4,824		4,824
Unsecured	3	173		173		2	499		499
Asset-based	—	—		—		1	17		17
SBA	2	1,313		1,313		—	—		—
Consumer	3	183		183		—	—		—
Total	25	$	13,736	$	13,736	11	$	5,340	$	5,340


(1)	The population of defaulted restructured loans for the period indicated includes only those loans restructured during the preceding 12-month period. The table excludes defaulted troubled restructurings in those classes for which the recorded investment was zero at the end of the period.


(2)	Represents the balance at September 30, 2014 , and is net of charge-offs of $0.2 million .



	Carrying Amount			Accretable Yield
	(In thousands)
Balance, December 31, 2013	$	361,003		$	(139,568	)
Addition	79,234			(13,728		)
Accretion	45,919			45,919
Payments received	(151,910		)	—
Decrease in expected cash flows, net	—			(12,435		)
Provision for credit losses	(1,682		)	—
Balance, September 30, 2014	$	332,564		$	(119,812	)



Property Type:	September 30, 2014		December 31, 2013
	(In thousands)
Commercial real estate	$	2,559	$	15,753
Construction and land development	27,731		35,063
Multi‑family	835		835
Single family residence	13		186
Total other real estate owned, net	31,138		51,837
Other foreclosed assets	9,386		4,054
Total foreclosed assets	$	40,524	$	55,891



	September 30, 2014
	Affinity Bank			Los Padres Bank		Western Commercial Bank		San Luis Trust Bank		Total
	(In thousands)
FDIC loss sharing asset	$	(819	)	$	13,283	$	1,432	$	9,081	$	22,977
True‑up liability	N/A			N/A		$	1,574	$	5,350	$	6,924
Non-single family covered assets	$	142,454		$	92,440	$	13,746	$	30,670	$	279,310
Single family covered assets	$	12,536		$	64,131	N/A		$	31,302	$	107,969

Loss sharing expiration dates:
Non‑single family	3rd Quarter 2014			3rd Quarter 2015		4th Quarter 2015		1st Quarter 2016
Single family	3rd Quarter 2019			3rd Quarter 2020		N/A		1st Quarter 2021
Loss recovery expiration dates:
Non‑single family	3rd Quarter 2017			3rd Quarter 2018		4th Quarter 2018		1st Quarter 2019
Single family	3rd Quarter 2019			3rd Quarter 2020		N/A		1st Quarter 2021



	September 30, 2014				December 31, 2013
	Amount		Rate		Amount		Rate
	(Dollars in thousands)
Non‑recourse debt	$	3,672	6.26	%	$	7,126	6.30	%
FHLB overnight advances	360,000		0.07	%	106,600		0.06	%
Total borrowings	$	363,672			$	113,726



	September 30, 2014					December 31, 2013
											Date	Maturity	Rate Index
Series	Amount			Rate ⁽¹⁾		Amount			Rate ⁽²⁾		Issued	Date	(Quarterly Reset)
	(Dollars in thousands)
Trust V	$	10,310		3.33	%	$	10,310		3.34	%	8/15/2003	9/17/2033	3 month LIBOR + 3.10
Trust VI	10,310			3.28	%	10,310			3.29	%	9/3/2003	9/15/2033	3 month LIBOR + 3.05
Trust CII	5,155			3.18	%	5,155			3.19	%	9/17/2003	9/17/2033	3 month LIBOR + 2.95
Trust VII	61,856			2.99	%	61,856			2.99	%	2/5/2004	4/23/2034	3 month LIBOR + 2.75
Trust CIII	20,619			1.92	%	20,619			1.93	%	8/15/2005	9/15/2035	3 month LIBOR + 1.69
Trust FCCI	16,495			1.83	%	16,495			1.84	%	1/25/2007	3/15/2037	3 month LIBOR + 1.60
Trust FCBI	10,310			1.78	%	10,310			1.79	%	9/30/2005	12/15/2035	3 month LIBOR + 1.55
Trust CS 2005-1 ⁽³⁾	82,475			2.18	%	—			—		11/21/2005	12/15/2035	3 month LIBOR + 1.95
Trust CS 2005-2 ⁽³⁾	128,866			2.19	%	—			—		12/14/2005	1/30/2036	3 month LIBOR + 1.95
Trust CS 2006-1 ⁽³⁾	51,545			2.19	%	—			—		2/22/2006	4/30/2036	3 month LIBOR + 1.95
Trust CS 2006-2 ⁽³⁾	51,550			2.19	%	—			—		9/27/2006	10/30/2036	3 month LIBOR + 1.95
Trust CS 2006-3 ⁽³⁾	32,551			1.29	%	—			—		9/29/2006	10/30/2036	3 month EURIBOR + 2.05
Trust CS 2006-4 ⁽³⁾	16,470			2.19	%	—			—		12/5/2006	1/30/2037	3 month LIBOR + 1.95
Trust CS 2006-5 ⁽³⁾	6,650			2.19	%	—			—		12/19/2006	1/30/2037	3 month LIBOR + 1.95
Trust CS 2007-2 ⁽³⁾	39,177			2.19	%	—			—		6/13/2007	7/30/2037	3 month LIBOR + 1.95
Gross subordinated debentures	544,339					135,055
Unamortized discount ⁽⁴⁾	(110,794		)			(2,410		)
Net subordinated debentures	$	433,545				$	132,645


(4)	Amount represents the fair value adjustment on trust preferred securities assumed in the CapitalSource Inc. and FCAL acquisitions.



	Fair Value Measurements as of
	September 30, 2014
Measured on a Recurring Basis:	Total		Level 1		Level 2		Level 3
	(In thousands)
Securities available‑for‑sale:
Government agency and government‑sponsored enterprise
pass through securities	$	555,087	$	—	$	555,087	$	—
Government agency and government‑sponsored enterprise
collateralized mortgage obligations	279,791		—		279,791		—
Covered private label CMOs	35,309		—		—		35,309
Other private label CMOs	12,593		—		12,593		—
Municipal securities	482,427		—		482,427		—
Corporate debt securities	112,143		—		112,143		—
Government‑sponsored enterprise debt securities	36,382		—		36,382		—
Other securities	25,949		514		25,435		—
Total	$	1,539,681	$	514	$	1,503,858	$	35,309



	Covered Private Label CMOs
Unobservable Inputs:	Range of Inputs	Weighted Average Input
Voluntary annual prepayment speeds	0% - 34.2%	10.2%
Annual default rates	0% - 9.7%	3.2%
Loss severity rates	0% - 65.2%	40.9%
Discount rates	0% - 7.1%	4.9%



	Covered Private Label CMOs (Level 3)
	(In thousands)
Balance, December 31, 2013	$	37,904
Total realized in earnings	862
Total unrealized gain in comprehensive income	76
Net settlements	(3,533		)
Balance, September 30, 2014	$	35,309



	Fair Value Measurement as of								Gain (Loss)
	September 30, 2014								Three Months Ended			Nine Months Ended
	Total		Level 1		Level 2		Level 3		September 30, 2014
Measured on a Non‑Recurring Basis:	(In thousands)
Impaired Non‑PCI loans	$	42,728	$	—	$	2,366	$	40,362	$	(1,374	)	$	(10,205	)
Other real estate owned	28,011		—		26,352		1,659		(4,863		)	(4,863		)
Total non-recurring	$	70,739	$	—	$	28,718	$	42,021	$	(6,237	)	$	(15,068	)