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Report of Independent Auditors <br />To the Board of Directors and Stockholders <br />of Bank of the West and its Subsidiaries: <br />In our opinion, the accompanying consolidated balance sheets and the related consolidated statements <br />of income, consolidated statements of changes in equity and comprehensive income, and consolidated <br />statements of cash flows present fairly, in all material respects, the financial position of Bank of the West <br />and its subsidiaries (the "Bank") at December 31, 2011 and December 31, 2010, and the results of their <br />operations and their cash flows for the years then ended in confornaity with accounting principles generally <br />accepted in the United States of America. These financial statements are the responsibility of the Bank's <br />management. Our responsibility is to express an opinion on these financial statements based on our audits. <br />We conducted our audits of these statements in accordance with auditing standards generally accepted in <br />the United States of America. Those standards require that we plan and perform the audit to obtain <br />reasonable assurance about whether the financial statements are free of material misstatement. An audit <br />includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial <br />statements, assessing the accounting principles used and significant estimates made by management, and <br />evaluating the overall financial statement presentation. We believe that our audits provide a reasonable <br />basis for our opinion. <br />/s/ PricewaterhouseCoopers LLP <br />San Francisco, CA <br />March 5, 2012 <br />-1- <br />2011 Bank of the West Annual Report <br />