Employment Agreement - EAST WEST BANCORP INC - 3-30-2000

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Employment Agreement - EAST WEST BANCORP INC - 3-30-2000 Powered By Docstoc
					Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into on this 27th day of March, 1995, by and between EAST-WEST FEDERAL BANK, a California banking corporation (the "Company"), and Donald Sang Chow (the "Employee"), with respect to the following facts: A. The Company desires to be assured of the continued association and services of the Employee in order to take advantage of his experience, knowledge and abilities in the Company's business, and is willing to employ the Employee, and the Employee desires to be so employed, on the terms and conditions set forth in the Agreement. B. The Employee from time to time in the course of his employment may learn trade secrets and other confidential information concerning the Company, and the Company desires to safeguard such trade secrets and confidential information against unauthorized use and disclosure. ACCORDINGLY, on the basis of the representations, warranties and covenants contained herein, the parties hereto agree as follows: 1. EMPLOYMENT 1.1 Employment. The Company hereby employs the Employee as Senior Vice President, and the Employee hereby accepts such employment, on the terms and conditions set forth below, to perform during the term of the Agreement such services as are required hereunder. 1.2 Duties. The Employee shall render such management services to the Company, and shall perform such duties and acts, in each case consistent with his position as Senior Vice President, as reasonably may be required by the Company's Board of Directors (the "Board") in connection with any aspect of the Company's business. The Employee will have such authority, power, responsibilities and duties as are inherent to his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of his hereunder. 1.3 Service to Others. During the period in which the Employee is employed by the Company, the Employee shall devote substantially all of his productive time, ability and attention to, and shall diligently and conscientiously use his best efforts to further, the Company's business, and shall not, without the prior written consent of the Board, perform such services, for any person other than the Company, which would materially interfere with the performance of his duties hereunder. Notwithstanding the foregoing provisions of this Section 1.3, while the Employee is employed by the Company, he may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of 1

other organizations, and similar type activities, to the extent that such other activities do not inhibit or prohibit the performance of the Employee's duties under this Agreement, or conflict in any material way with the business or interests of the Company; provided, however, that the Employee shall not serve on the board of any business, or hold any other position with any business without the consent of the Board. 1.4 Place of Performance. In connection with his employment with the Company, the Employee will be based at the principal executive offices of the Company located in the greater Los Angeles metropolitan area. 2. COMPENSATION 2.1 Compensation. As the total consideration for the services which the Employee renders hereunder, the

other organizations, and similar type activities, to the extent that such other activities do not inhibit or prohibit the performance of the Employee's duties under this Agreement, or conflict in any material way with the business or interests of the Company; provided, however, that the Employee shall not serve on the board of any business, or hold any other position with any business without the consent of the Board. 1.4 Place of Performance. In connection with his employment with the Company, the Employee will be based at the principal executive offices of the Company located in the greater Los Angeles metropolitan area. 2. COMPENSATION 2.1 Compensation. As the total consideration for the services which the Employee renders hereunder, the Employee shall be entitled to the following: (a) An annual base salary of $88,188, less income tax and other applicable withholdings, payable in installments consistent with the payments practices generally applicable to employees of the Company; provided, however, that effective as of each January 1 during the term of the Employee's employment by the Company, the Board and the Employee shall review the annual base salary and, if appropriate, revise the same (provided that in no event shall the Salary of the Employee be reduced to an amount that is less than $88,188 per year, or to an amount that is less than the amount that he was previously receiving). (b) An annual bonus for each fiscal year of the Company payable not more than ninety (90) days after the end of the fiscal year. The amount of the bonus for each year shall equal thirty percent (30%) of the Employee's annual base salary if the target level of performance criteria is realized, with a greater percentage payable if performance exceeds the target level and a lesser percentage payable if performance is at least at the minimum level but less than target). The exact amount of such increased or reduced percentage shall be equal to the percentage by which actual performance is below or above the target level criteria. The performance criteria for determining the bonus shall be based on achievement of the financial budget for the Company, and such additional criteria as may be determined by the Board. (c) Participation in all benefit plans or programs sponsored by the Company for executive officers in general, including, without limitation, participation in any group health, medical reimbursement, dental, disability, accidental death or dismemberment or life insurance plan (the costs, including premiums, of which shall be paid exclusively by the Company), vacation, sick leave, pension, profit sharing and salary continuation plans (including, without limitation, the non-qualified deferred compensation plan and the 401(k) match restoration plan); provided that the plans and programs shall be maintained by the Company on terms no less favorable to the Employee than those plans and programs in effect on the date hereof. (d) Reimbursement of any and all reasonable and documented 2

expenses incurred by the Employee from time to time in the performance of his duties hereunder. (e) Four (4) weeks paid vacation per year, and all paid holidays observed by the Company. In scheduling vacations the Employee shall take into consideration the needs and activities of the Company. If the Employee has not been absent from the Company for two consecutive weeks in the preceding twelve months, no less than two weeks shall be taken consecutively. (f) The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Employee and the Employee's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Employee may become subject which arise out of, are based upon or relate to the Employee's employment by the Company (and any predecessor company to the Company), or the Employee's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Employee in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the

expenses incurred by the Employee from time to time in the performance of his duties hereunder. (e) Four (4) weeks paid vacation per year, and all paid holidays observed by the Company. In scheduling vacations the Employee shall take into consideration the needs and activities of the Company. If the Employee has not been absent from the Company for two consecutive weeks in the preceding twelve months, no less than two weeks shall be taken consecutively. (f) The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless the Employee and the Employee's heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which the Employee may become subject which arise out of, are based upon or relate to the Employee's employment by the Company (and any predecessor company to the Company), or the Employee's service as an officer or member of the Board of Directors of the Company (or any predecessor company to the Company), including without limitation reimbursement for any legal or other expenses reasonably incurred by the Employee in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and the Employee shall be covered under such insurance to the same extent as other senior management employees of the Company. Notwithstanding anything to the contrary contained herein, Employee shall not be entitled to the payment of any severance benefit to the extent that such payment shall be deemed a "golden parachute payment" as defined in Section 359.1(f) of the Federal Deposit Insurance Corporation Rules and Regulations. 2.2 Illness. Subject to the limitations contained in Section 3.3, if the Employee shall be unable to render the services required hereunder on account of personal injuries or physical or mental illness, he shall continue to receive all payments provided in the Agreement; provided, however, that any such payments may, at the sole option of the Company, be reduced by any amount that the Employee receives for the period covered by such payments as disability compensation under insurance policies, if any, maintained by the Company or under government programs. 2.3 Excise Tax Gross-Up. (a) If the Employee becomes entitled to one or more payments (with a "payment" including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or any affiliated company (the "Total Payments"), which are or become subject to the tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any similar tax that may hereafter be imposed (the "Excise Tax"), the Company shall pay to the Employee at the time specified below an additional amount (the "Gross-up Payment") (which shall include, without limitation, reimbursement for any penalties 3

and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Employee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this Section 2.3, but before reduction for any federal, state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Employee's adjusted gross income multiplied by the highest applicable marginal rate of federal, state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) The Total Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent

and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Employee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this Section 2.3, but before reduction for any federal, state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Employee's adjusted gross income multiplied by the highest applicable marginal rate of federal, state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) The Total Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent compensation consultants or auditors of nationally recognized standing ("Independent Advisors") selected by the Company and reasonably acceptable to the Employee, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code in excess of the base amount within the meaning of section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax. (ii) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the total amount of excess parachute payments within the meaning of section 280G(b)(1) of the Code (after applying clause (i) above). (iii) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Independent Advisors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (c) For purposes of determining the amount of the Gross-up Payment, the Employee shall be deemed (A) to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Gross-up Payment is to be made; (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee's adjusted gross income); and (C) to have otherwise allowable deductions for federal, state, and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-up Payment in the Employee's adjusted gross income. In the event that 4

the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Employee shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to the Employee or otherwise realized as a benefit by the Employee) the portion of the Gross-up Payment that would not have been paid if such Excise Tax had been applied in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Company shall make an additional Gross-up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (d) The Gross-up Payment provided for above shall be paid on the 30th day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Total Payments (or any portion thereof) are subject to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the

the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Employee shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to the Employee or otherwise realized as a benefit by the Employee) the portion of the Gross-up Payment that would not have been paid if such Excise Tax had been applied in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Company shall make an additional Gross-up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (d) The Gross-up Payment provided for above shall be paid on the 30th day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Total Payments (or any portion thereof) are subject to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the Employee on such day an estimate, as determined by the Independent Advisors, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code), as soon as the amount thereof can be determined. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Employee, payable on the fifth day after demand by the Company (together with interest at the rate provided in section 1274(b)(2)(B) of the Code). If more than one Gross-up Payment is made, the amount of each Gross-up Payment shall be computed so as not to duplicate any prior Gross-up Payment. The Company shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereof); provided, however, that the Company's control over any such proceedings shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder, and the Employee shall be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority. The Employee shall cooperate with the Company in any proceedings relating to the determination and assessment of any Excise Tax and shall not take any position or action that would materially increase the amount of any Gross-up Payment hereunder. 3. TERM OF EMPLOYMENT AND TERMINATION 3.1 Term. Unless sooner terminated pursuant to Section 3.2 of the Agreement, the term of employment under the Agreement shall be for a period commencing on the date hereof and ending on the third anniversary date thereof; provided, however, that such 5

term of employment automatically shall be renewed daily, such that at any time the remaining term shall be equal to three years. However, additional day-to-day renewals may be terminated by either party by delivering written notice of such termination to the other party; provided that such cessation of the automatic renewals shall be effective on the date specified in such written notice; and further provided that such cessation of the automatic renewals by the Board shall be effective only if it is pursuant to a performance evaluation of the Employee by the Board or a finding by a bank regulatory authority in a report of examination or otherwise that management of the Company is unsatisfactory or inadequate. 3.2 At Will Employment. Each party hereby acknowledges and agrees that, except as expressly set forth in Section 3.3, (i) the Employee's employment under this Agreement is AT WILL and can be terminated at the option of either the Company or the Employee in their sole and absolute discretion, for any or no reason whatsoever, with or without cause, and (ii) no representations, warranties or assurances have been made concerning the length of such employment by the Company.

term of employment automatically shall be renewed daily, such that at any time the remaining term shall be equal to three years. However, additional day-to-day renewals may be terminated by either party by delivering written notice of such termination to the other party; provided that such cessation of the automatic renewals shall be effective on the date specified in such written notice; and further provided that such cessation of the automatic renewals by the Board shall be effective only if it is pursuant to a performance evaluation of the Employee by the Board or a finding by a bank regulatory authority in a report of examination or otherwise that management of the Company is unsatisfactory or inadequate. 3.2 At Will Employment. Each party hereby acknowledges and agrees that, except as expressly set forth in Section 3.3, (i) the Employee's employment under this Agreement is AT WILL and can be terminated at the option of either the Company or the Employee in their sole and absolute discretion, for any or no reason whatsoever, with or without cause, and (ii) no representations, warranties or assurances have been made concerning the length of such employment by the Company. 3.3 Duties Upon Termination. In the event that employment under the Agreement is terminated, neither the Company nor the Employee shall have any remaining duties or obligations hereunder, except that (i) the Company shall pay to the Employee, or his estate, such compensation as is due pursuant to Section 2.1, prorated through the date of termination, (ii) the Employee shall continue to be bound by Section 4 of the Agreement and (iii) in the event that such employment is terminated (A) by the Company for any reason other than "for cause" (as defined below) or (B) by the Employee with "just reason" (as defined below), the Company shall pay or provide to the Employee, or his estate, (I) a lump sum payment, not later than 30 days after such termination of employment, equal to the greater of (A) the remaining payments due to the Employee under this contract, including the contributions that would have been made on the Employee's behalf to any employee benefit plans of the Bank during the remaining term of the agreement or (B) three times the sum of the Employee's annual salary rate in effect on the date of termination plus the annual bonus for the most recent fiscal year prior to the fiscal year in which occurs the Employee's termination of employment, and (II) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in Section 2.1(c), and all long-term incentive compensation (including, without limitation, stock options, shall vest at the date of such termination of employment. (b) The Company shall be deemed to have terminated the employment of the Employee "for cause" if, but only if, such termination (i) shall result solely from the Employee's continued and willful failure or refusal to substantially perform his duties in accordance with the terms of the Agreement and shall have been approved by 66.66% of the Board (excluding the Employee if a Board member); provided, however, that the Employee first shall have received written notice specifying the acts or omissions alleged to constitute such failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) the 6

Employee is subject to a removal proceedings brought by a bank regulatory authority; or (iii) the Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, the Employee shall not be treated as having been terminated "for cause" and shall be entitled to prompt payment of all amounts described in clause 3.3(a)(iii). For purposes of this paragraph (b), no act, or failure to act, on the Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Company. (c) The Employee shall be deemed to have terminated his employment with "just reason" if such termination shall result, in whole or in part, from any of the following events: (i) the breach by the Company of any material provision of this Agreement;

Employee is subject to a removal proceedings brought by a bank regulatory authority; or (iii) the Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, the Employee shall not be treated as having been terminated "for cause" and shall be entitled to prompt payment of all amounts described in clause 3.3(a)(iii). For purposes of this paragraph (b), no act, or failure to act, on the Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Company. (c) The Employee shall be deemed to have terminated his employment with "just reason" if such termination shall result, in whole or in part, from any of the following events: (i) the breach by the Company of any material provision of this Agreement; (ii) receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement; (iii) the failure of a successor or assign of the Company's rights under this Agreement to assume the Company's duties hereunder; (iv) the Company directs the Employee to perform any unlawful act; (v) the Employee's duties are materially reduced; (vi) a relocation of Employee's principal place of employment by more than 25 miles by automobile from 415 Huntington Drive, San Marino, California; (vii) liquidation or dissolution of the Bank; or (viii) the death or disability of the Employee. 7

(d) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Employee under this Agreement any amounts owed to the Company by the Employee, any amounts earned by the Employee in other employment after termination of his employment with the Company, or any amounts which might have been earned by the Employee in other employment had he sought such other employment. 4. TRADE SECRETS 4.1 Trade Secrets. The Employee shall not, without the prior written consent of the Board in each instance, disclose or use in any way, during the term of his employment by the Company and for one (1) year thereafter, except as required in the course of such employment, any confidential business or technical information or trade secret of the Company acquired in the course of such employment, whether or not patentable, copyrightable or otherwise protected by law, and whether or not conceived of or prepared by his (collectively, the "Trade Secrets") including, without limitation, any information concerning customer lists, products, procedures, operations, investments, financing, costs, employees, accounting, marketing, salaries, pricing, profits and plans for future development, the identity, requirements, preferences, practices and methods of doing business of specific parties with whom the Company transacts business, and all other information which is related to any product, service or business of the Company, other than information which is generally known in the industry in which the Company transacts business or is acquired from public sources; all of which Trade Secrets are the exclusive and valuable property of the Company; provided, however, that, following termination of employment, the Employee shall be entitled to retain a copy of any rolodex or other compilation maintained by his of the names of business contacts with their addresses, telephone numbers and similar information.

(d) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Employee under this Agreement any amounts owed to the Company by the Employee, any amounts earned by the Employee in other employment after termination of his employment with the Company, or any amounts which might have been earned by the Employee in other employment had he sought such other employment. 4. TRADE SECRETS 4.1 Trade Secrets. The Employee shall not, without the prior written consent of the Board in each instance, disclose or use in any way, during the term of his employment by the Company and for one (1) year thereafter, except as required in the course of such employment, any confidential business or technical information or trade secret of the Company acquired in the course of such employment, whether or not patentable, copyrightable or otherwise protected by law, and whether or not conceived of or prepared by his (collectively, the "Trade Secrets") including, without limitation, any information concerning customer lists, products, procedures, operations, investments, financing, costs, employees, accounting, marketing, salaries, pricing, profits and plans for future development, the identity, requirements, preferences, practices and methods of doing business of specific parties with whom the Company transacts business, and all other information which is related to any product, service or business of the Company, other than information which is generally known in the industry in which the Company transacts business or is acquired from public sources; all of which Trade Secrets are the exclusive and valuable property of the Company; provided, however, that, following termination of employment, the Employee shall be entitled to retain a copy of any rolodex or other compilation maintained by his of the names of business contacts with their addresses, telephone numbers and similar information. 4.2 Tangible Items. All files, accounts, records, documents, books, forms, notes, reports, memoranda, studies, compilations of information, correspondence and all copies, abstracts and summaries of the foregoing, and all other physical items related to the Company, other than a merely personal item, whether of a public nature or not, and whether prepared by the Employee or not, are and shall remain the exclusive property of the Company and shall not be removed from the premises of the Company, except as required in the course of employment by the Company, without the prior written consent of the Board in each instance, and the same shall be promptly returned to the Company by the Employee on the expiration or termination of his employment by the Company or at any time prior thereto upon the request of the Company. 4.3 Injunctive Relief. The Employee hereby acknowledges and agrees that it would be difficult to fully compensate the Company for damages resulting from the breach or threatened breach of this Section 4 and, accordingly, that the Company shall be entitled to seek temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions without the necessity of proving actual damages and without the necessity of posting any bond or other undertaking in connection 8

therewith. This provision with respect to injunctive relief shall not, however, diminish the Company's right to claim and recover damages. 4.4 "Company". For the purposes of this Section 4 of the Agreement only, the term "Company" shall mean collectively East-West Bank, a California banking corporation, and its successors, assigns and nominees, and all individuals, corporations and other entities that directly, or indirectly through one or more intermediaries, control or are controlled by or are under common control with any of the foregoing. 5. MISCELLANEOUS 5.1 Severable Provisions. The provisions of the Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable. 5.2 Successors and Assigns. All of the terms, provisions and obligations of the Agreement shall inure to the

therewith. This provision with respect to injunctive relief shall not, however, diminish the Company's right to claim and recover damages. 4.4 "Company". For the purposes of this Section 4 of the Agreement only, the term "Company" shall mean collectively East-West Bank, a California banking corporation, and its successors, assigns and nominees, and all individuals, corporations and other entities that directly, or indirectly through one or more intermediaries, control or are controlled by or are under common control with any of the foregoing. 5. MISCELLANEOUS 5.1 Severable Provisions. The provisions of the Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable. 5.2 Successors and Assigns. All of the terms, provisions and obligations of the Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. Notwithstanding the foregoing, neither the Agreement nor any rights hereunder shall be assigned, pledged, hypothecated or otherwise transferred by the Employee without the prior written consent of the Board in each instance. 5.3 Governing Law. The validity, construction and interpretation of the Agreement shall be governed in all respects by the laws of the State of California applicable to contracts made and to be performed within that State. 5.4 Headings. Section and subsection headings are not to be considered part of the Agreement and are included solely for convenience and reference and in no way define, limit or describe the scope of the Agreement or the intent of any provisions hereof. 5.5 Entire Agreement. The Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, relating to the subject matter of the Agreement. No supplement, modification, waiver or termination of the Agreement shall be valid unless executed by the party to be bound thereby. No waiver of any of the provisions of the Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 5.6 Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given (i) if personally delivered, when so delivered, (ii) if mailed, one (1) week after having been placed in the United States mail, registered or certified, postage prepaid, addressed to the party to whom it is directed at the address set forth below or (iii) if given by telex or telecopier, when such notice or other 9

communication is transmitted to the telex or telecopier number specified below and the appropriate answerback or telephonic confirmation is received. Either party may change the address to which such notices are to be addressed by giving the other party notice in the manner herein set forth. 5.7 Attorneys' Fees. The Company will reimburse the Employee for the reasonable attorney fees incurred in connection with the negotiation of this Agreement. In the event any party takes legal action to enforce any of the terms of the Agreement, the unsuccessful party to such action shall pay the successful party's expenses, including attorneys' fees, incurred in such action. 5.8 Third Parties. Nothing in the Agreement, expressed or implied, is intended to confer upon any person other than the Company or the Employee any rights or remedies under or by reason of the Agreement. 5.9 Arbitration. Any controversy arising out of or relating to this Agreement or the transactions contemplated hereby shall be referred to arbitration before the American Arbitration Association strictly in accordance with the terms of this Agreement and the substantive law of the State of California. The board of arbitrators shall convene

communication is transmitted to the telex or telecopier number specified below and the appropriate answerback or telephonic confirmation is received. Either party may change the address to which such notices are to be addressed by giving the other party notice in the manner herein set forth. 5.7 Attorneys' Fees. The Company will reimburse the Employee for the reasonable attorney fees incurred in connection with the negotiation of this Agreement. In the event any party takes legal action to enforce any of the terms of the Agreement, the unsuccessful party to such action shall pay the successful party's expenses, including attorneys' fees, incurred in such action. 5.8 Third Parties. Nothing in the Agreement, expressed or implied, is intended to confer upon any person other than the Company or the Employee any rights or remedies under or by reason of the Agreement. 5.9 Arbitration. Any controversy arising out of or relating to this Agreement or the transactions contemplated hereby shall be referred to arbitration before the American Arbitration Association strictly in accordance with the terms of this Agreement and the substantive law of the State of California. The board of arbitrators shall convene at a place mutually acceptable to the parties in the State of California and, if the place of arbitration cannot be agreed upon, arbitration shall be conducted in Los Angeles. The parties hereto agree to accept the decision of the board of arbitrators, and judgment upon any award rendered hereunder may be entered in any court having jurisdiction thereof. Neither party shall institute a proceeding hereunder until that party has furnished to the other party, by registered mail, at least thirty (30) days' prior written notice of its intent to do so. 5.10 Construction. This Agreement was reviewed by legal counsel for each party hereto and is the product of informed negotiations between the parties hereto. If any part of this Agreement is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by the parties. Each party hereto acknowledges that no party was in a superior bargaining position regarding the substantive terms of this Agreement. 5.11 Consent to Jurisdiction. Subject to Section 5.9, each party hereto, to the fullest extent it may effectively do so under applicable law, irrevocably (i) submits to the exclusive jurisdiction of any court of the State of California or the United States of America sitting in the City of Los Angeles over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the establishment of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of the United States of America or the State of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such 10

judgment and (iv) consents to process being served in any such suit, action or proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of such party specified in or designated pursuant to Section 5.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. 5.12 Legal Counsel. EACH PARTY HEREBY ACKNOWLEDGES THAT IN CONNECTION WITH THIS AGREEMENT IT HAS SOUGHT THE ADVICE OF SUCH INDEPENDENT LEGAL COUNSEL AS IT SHALL HAVE DETERMINED TO BE NECESSARY OR ADVISABLE IN ITS SOLE AND ABSOLUTE DISCRETION. IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed as of the date and year first set forth above. EAST-WEST FEDERAL BANK

judgment and (iv) consents to process being served in any such suit, action or proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of such party specified in or designated pursuant to Section 5.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. 5.12 Legal Counsel. EACH PARTY HEREBY ACKNOWLEDGES THAT IN CONNECTION WITH THIS AGREEMENT IT HAS SOUGHT THE ADVICE OF SUCH INDEPENDENT LEGAL COUNSEL AS IT SHALL HAVE DETERMINED TO BE NECESSARY OR ADVISABLE IN ITS SOLE AND ABSOLUTE DISCRETION. IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed as of the date and year first set forth above. EAST-WEST FEDERAL BANK By: _______________________________ Authorized Representative Huntington Drive San Marino, California 91108 Telecopier Number: (626) 799-2799 DONALD SANG CHOW 11

EXHIBIT 10.10.1 ANNUAL AMENDMENT TO EMPLOYMENT AGREEMENT This Annual Amendment to the Employment Agreement (the "Employment Agreement") by and between EASTWEST BANK ("Bank"), and Donald Sang Chow ("Executive") is entered into on this 1st day of February, 2000. Pursuant to Section 9.3 of the Employment Agreement between the Bank and Executive, the following terms and conditions of the Employment agreement are hereby modified and agreed to, as approved and authorized for and on behalf of the Bank by action of its Board of Directors at a meeting held on January 19, 2000, at which meeting a quorum was present and voted, exclusive of Executive: 1. TERM The term of the Employment Agreement shall be extended from February 1, 2000 for a period of one year and during such term the Executive shall serve as Executive Vice President. 2. COMPENSATION During the Term, Executive shall receive an annual base salary in the amount of One Hundred forty-five Thousand Three Hundred Fifty-One Dollars ($145,351.00) payable in accordance with the normal payroll practices of the Bank. Annual salary increases shall be according to Bank policy which are based on merit and the bank's financial performance for the previous year. Annual increases are in the sole discretion of the Bank. 3. CHANGE OF CONTROL A new Section 7.6 shall be added to the Agreement to read as follows: 7.6 Change of Control. If a Change of Control (as defined below) occurs during the term of this Agreement, and if Executive is terminated without cause within twelve (12) months of such Change of Control, Executive shall receive a severance payment equal to two times the annual base salary; this severance payment shall be in lieu of

EXHIBIT 10.10.1 ANNUAL AMENDMENT TO EMPLOYMENT AGREEMENT This Annual Amendment to the Employment Agreement (the "Employment Agreement") by and between EASTWEST BANK ("Bank"), and Donald Sang Chow ("Executive") is entered into on this 1st day of February, 2000. Pursuant to Section 9.3 of the Employment Agreement between the Bank and Executive, the following terms and conditions of the Employment agreement are hereby modified and agreed to, as approved and authorized for and on behalf of the Bank by action of its Board of Directors at a meeting held on January 19, 2000, at which meeting a quorum was present and voted, exclusive of Executive: 1. TERM The term of the Employment Agreement shall be extended from February 1, 2000 for a period of one year and during such term the Executive shall serve as Executive Vice President. 2. COMPENSATION During the Term, Executive shall receive an annual base salary in the amount of One Hundred forty-five Thousand Three Hundred Fifty-One Dollars ($145,351.00) payable in accordance with the normal payroll practices of the Bank. Annual salary increases shall be according to Bank policy which are based on merit and the bank's financial performance for the previous year. Annual increases are in the sole discretion of the Bank. 3. CHANGE OF CONTROL A new Section 7.6 shall be added to the Agreement to read as follows: 7.6 Change of Control. If a Change of Control (as defined below) occurs during the term of this Agreement, and if Executive is terminated without cause within twelve (12) months of such Change of Control, Executive shall receive a severance payment equal to two times the annual base salary; this severance payment shall be in lieu of the severance payment provided in Section 7.1 and 7.4 of this Agreement or under any severance payment to which Executive would otherwise be entitled to under this Agreement or under any severance program of general application of the Bank or any entity which might acquire control of Bank. Change of Control means: (I) any date upon which the directors of the Company who were last nominated by the Board of Directors (the "Board") for election as directors cease to constitute a majority of the directors of the Company; (II) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 51% or more of the voting power of the Company (a "51% Stockholder"); provided, however, that the terms "person" and "entity," as used in this clause (B), shall not include (1) the Company or nay of its subsidiaries, (2) any employee benefit plan of the Company or any of its subsidiaries, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (4) any person or entity who was a 51% Stockholder on the date of adoption of the Plan by the Board; or (5) the formation of a holding in which the shareholders of the holding company after its formation are substantially the same as for the Company prior to the holding company formation. Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect. EAST WEST BANK By: Executive

ARTICLE 9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AS OF DECEMBER 31, 1999, AND STATEMENT OF EARNINGS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS ALLOWANCE TOTAL ASSETS DEPOSITS SHORT TERM LIABILITIES OTHER LONG TERM PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITIES AND EQUITY INTEREST LOAN INTEREST INVEST INTEREST OTHER INTEREST TOTAL INTEREST DEPOSIT INTEREST EXPENSE INTEREST INCOME NET LOAN LOSSES SECURITIES GAINS EXPENSE OTHER INCOME PRETAX INCOME PRE EXTRAORDINARY EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED YIELD ACTUAL LOANS NON LOANS PAST LOANS TROUBLED LOANS PROBLEM ALLOWANCE OPEN CHARGE OFFS RECOVERIES ALLOWANCE CLOSE ALLOWANCE DOMESTIC ALLOWANCE FOREIGN ALLOWANCE UNALLOCATED

12 MOS DEC 31 1999 JAN 01 1999 DEC 31 1999 33,497 0 10,000 0 496,426 0 0 1,486,641 20,844 2,152,630 1,500,529 600 19,421 482,000 0 0 24 150,056 2,152,630 108,547 35,451 3,920 148,027 49,567 76,142 71,885 5,439 685 39,509 41,630 28,027 0 0 28,027 1.23 1.22 3.62 10,933 0 4,700 5,218 16,506 2,877 626 20,844 20,844 0 2,774

East West Bancorp, Inc. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2000 Notice is hereby given that the annual meeting (the "Meeting") of the stockholders of East West Bancorp, Inc. (the "Company") will be held at the Pasadena Convention Center, 300 East Green Street, Pasadena, California 91101 on Wednesday, May 10, 2000, beginning at 1:00 p.m. for the following purposes:

ARTICLE 9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AS OF DECEMBER 31, 1999, AND STATEMENT OF EARNINGS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS ALLOWANCE TOTAL ASSETS DEPOSITS SHORT TERM LIABILITIES OTHER LONG TERM PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITIES AND EQUITY INTEREST LOAN INTEREST INVEST INTEREST OTHER INTEREST TOTAL INTEREST DEPOSIT INTEREST EXPENSE INTEREST INCOME NET LOAN LOSSES SECURITIES GAINS EXPENSE OTHER INCOME PRETAX INCOME PRE EXTRAORDINARY EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED YIELD ACTUAL LOANS NON LOANS PAST LOANS TROUBLED LOANS PROBLEM ALLOWANCE OPEN CHARGE OFFS RECOVERIES ALLOWANCE CLOSE ALLOWANCE DOMESTIC ALLOWANCE FOREIGN ALLOWANCE UNALLOCATED

12 MOS DEC 31 1999 JAN 01 1999 DEC 31 1999 33,497 0 10,000 0 496,426 0 0 1,486,641 20,844 2,152,630 1,500,529 600 19,421 482,000 0 0 24 150,056 2,152,630 108,547 35,451 3,920 148,027 49,567 76,142 71,885 5,439 685 39,509 41,630 28,027 0 0 28,027 1.23 1.22 3.62 10,933 0 4,700 5,218 16,506 2,877 626 20,844 20,844 0 2,774

East West Bancorp, Inc. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2000 Notice is hereby given that the annual meeting (the "Meeting") of the stockholders of East West Bancorp, Inc. (the "Company") will be held at the Pasadena Convention Center, 300 East Green Street, Pasadena, California 91101 on Wednesday, May 10, 2000, beginning at 1:00 p.m. for the following purposes:

East West Bancorp, Inc. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2000 Notice is hereby given that the annual meeting (the "Meeting") of the stockholders of East West Bancorp, Inc. (the "Company") will be held at the Pasadena Convention Center, 300 East Green Street, Pasadena, California 91101 on Wednesday, May 10, 2000, beginning at 1:00 p.m. for the following purposes: 1. Election of Directors. To elect three persons as directors for terms expiring in 2003 and to serve until his or her successors are elected and qualified, as more fully described in the accompanying Proxy Statement. 2. Amendment to Stock Incentive Plan. To approve an amendment to the East West Bancorp, Inc. Stock Incentive Plan of 1998 (the " Plan") to increase the number of shares of common stock available for grant under the Plan. Properly signed proxy cards permit the proxy holder named therein to vote on such other business as may properly come before the Meeting and at any and all adjournments thereof, in their discretion. As of the date of mailing, the Board of Directors is not aware of any other matters that may come before the Meeting. Only those stockholders of record at the close of business on March 27, 2000 shall be entitled to notice of and to vote at the Meeting. YOUR VOTE IS VERY IMPORTANT. STOCKHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE POSTAGE PREPAID ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING IN PERSON. STOCKHOLDERS WHO ATTEND THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON IF THEY WISH TO DO SO. By order of the Board of Directors DOUGLAS P. KRAUSE Executive Vice President, General Counsel and Corporate Secretary San Marino, California March 27, 2000

[East Wesy Bancorp Logo] East West Bancorp, Inc. 415 Huntington Drive San Marino, California 91108 (626) 583-3500

PROXY STATEMENT For ANNUAL MEETING OF STOCKHOLDERS To be held May 10, 2000

GENERAL INFORMATION

[East Wesy Bancorp Logo] East West Bancorp, Inc. 415 Huntington Drive San Marino, California 91108 (626) 583-3500

PROXY STATEMENT For ANNUAL MEETING OF STOCKHOLDERS To be held May 10, 2000

GENERAL INFORMATION This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors ("Board of Directors") of East West Bancorp, Inc. (the "Company") for use at the annual meeting ("Meeting") of the stockholders ("Stockholders") of the Company to be held on May 10, 2000 at the Pasadena Convention Center, 300 East Green Street, Pasadena, California 91101, at 1:00 p.m. and at any adjournment thereof. This Proxy Statement and the enclosed proxy card ("Proxy") and other enclosures are first being mailed to Stockholders on or about April 5, 2000. Only Stockholders of record on March 27, 2000 ("Record Date") are entitled to vote in person or by proxy at the Meeting or any adjournment thereof. Matters to be Considered The matters to be considered and voted upon at the Meeting will be: 1. Election of Directors. To elect three persons as directors for terms expiring in 2003 and to serve until his or her successors are elected and qualified. The Board of Directors' nominees are: Jack Liu James Miscoll Keith Renken 2. Amendment to Stock Incentive Plan. To approve an amendment to the East West Bancorp, Inc. Stock Incentive Plan of 1998 (the "Plan") to increase the number of shares of common stock available for grant under the Plan. Costs of Solicitation of Proxies This solicitation of Proxies is made on behalf of the Board of Directors of the Company and the Company will bear the costs of solicitation. The expense of preparing, assembling, printing and mailing this Proxy Statement and the materials used in this solicitation of Proxies also will be borne by the Company. It is contemplated that Proxies will be solicited principally through the mail, but directors, officers and regular employees of the Company or its subsidiary, East West Bank ("East West Bank"), may solicit Proxies personally or by telephone. Although there is no formal agreement to do so, the Company may reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding these proxy materials to their principals. The Company does not intend to utilize the services of other individuals or entities not employed by or affiliated with the Company in connection with the solicitation of Proxies. 1

Outstanding Securities and Voting Rights; Revocability of Proxies The authorized capital of the Company consists of 50,000,000 shares of common stock, par value $.001 per share ("Common Stock"), of which 22,421,618 shares were issued and outstanding on the Record Date, and

Outstanding Securities and Voting Rights; Revocability of Proxies The authorized capital of the Company consists of 50,000,000 shares of common stock, par value $.001 per share ("Common Stock"), of which 22,421,618 shares were issued and outstanding on the Record Date, and 5,000,000 shares of serial preferred stock, par value $.001 per share, of which no shares were issued and outstanding on the Record Date. A majority of the outstanding shares of Common Stock constitutes a quorum for the conduct of business at the Meeting. Abstentions will be treated as shares present and entitled to vote for purposes of determining the presence of a quorum. Each Stockholder is entitled to one vote, in person or by proxy, for each share of Common Stock standing in his or her name on the books of the Company as of the Record Date on any matter submitted to the Stockholders. The Company's Certificate of Incorporation does not authorize cumulative voting. For Proposal No. 1, the election of directors, the person receiving the highest number of votes "FOR" will be elected. Accordingly, abstentions from voting and votes "WITHHELD" in the election of directors have no legal effect. Proposal No. 2, the amendment of the Plan, requires the affirmative vote of the majority of the shares present in person or by proxy at the meeting and entitled to vote. For these purposes, any broker non-votes on a proposal will be treated as not entitled to vote and therefore will not affect the outcome. Abstentions will have the effect of negative votes. Unless otherwise required by law, the Certificate of Incorporation, or Bylaws, other proposals that may properly come before the meeting require the affirmative vote of the majority of shares present in person or by proxy at the meeting and entitled to vote. A Proxy for use at the Meeting is enclosed. The Proxy must be signed and dated by you or your authorized representative or agent. You may revoke a Proxy at any time before it is exercised at the Meeting by submitting a written revocation to the Secretary of the Company or a duly executed proxy bearing a later date or by voting in person at the Meeting. If you hold your Common Stock in "street name" and you fail to instruct your broker or nominee as to how to vote your Common Stock, your broker or nominee may, in its discretion, vote your Common Stock "FOR" the election of the Board of Director's nominee and "FOR" the amendment of the Plan. Unless revoked, the shares of Common Stock represented by properly executed Proxies will be voted in accordance with the instructions given thereon. In the absence of any instruction in the Proxy, your shares of Common Stock will be voted "FOR" the election of the nominee for director set forth herein and "FOR" the amendment of the Plan. The enclosed Proxy confers discretionary authority with respect to matters incident to the Meeting and any other proposals which management did not have notice of at least 45 days prior to the date on which the Company mailed its proxy material for last year's annual meeting of Stockholders. As of the date hereof, management is not aware of any other matters to be presented for action at the Meeting. However, if any other matters properly come before the Meeting, the Proxies solicited hereby will be voted by the Proxyholders in accordance with the recommendations of the Board of Directors. 2

Beneficial Ownership of Principal Stockholders and Management The following table sets forth the beneficial ownership of Common Stock as of the Record Date by (i) each person known to the Company to own more than 5% of the outstanding Common Stock, (ii) the directors and nominees for director of the Company, (iii) the Chief Executive Officer and the four other executive officers of the Company whose total annual compensation in 1999 exceeded $100,000 (the "Named Executives"), and (iv) all executive officers and directors of the Company, as a group:
Common Stock ---------------------------Number of Shares Beneficially Percent Of Owned (1) Class (2)

Name and Address Of Beneficial Owner

Beneficial Ownership of Principal Stockholders and Management The following table sets forth the beneficial ownership of Common Stock as of the Record Date by (i) each person known to the Company to own more than 5% of the outstanding Common Stock, (ii) the directors and nominees for director of the Company, (iii) the Chief Executive Officer and the four other executive officers of the Company whose total annual compensation in 1999 exceeded $100,000 (the "Named Executives"), and (iv) all executive officers and directors of the Company, as a group:
Common Stock ---------------------------Number of Shares Name and Address Beneficially Percent Of Of Beneficial Owner Owned (1) Class (2) ---------------------------------- ---------CNA Casualty Corporation ..................... 2,000,000(3) 8.92% CNA Plaza 23 South Chicago, IL 60685 Wellington Management Company, LLP............ 75 State Street Boston, MA 02109 Boston Partners Asset Management, L.P. ....... 28 State Street, 20th Floor Boston, MA 02109 First Financial Fund, Inc. ................... Gateway Center Three 100 Mulberry Street, 9th Floor Newark, New Jersey 07102-7503 Dominic Ng.................................... Julia Gouw.................................... Herman Li..................................... Jack Liu...................................... James Miscoll................................. Keith Renken.................................. Edward Zapanta................................ Sandra Wong................................... Douglas Krause................................ Donald Chow................................... All Directors and Executive Officers, as a group (14 persons)........................... 1,458,800(4) 6.51%

1,211,300(5)

5.40%

1,163,200(6)

5.19%

128,196(7) 193,474(8) 10,000(9) 5,000(10) 10,000 5,000 10,000(11) 10,449(12) 42,675(13) 14,306(14)

1.76% 1.26% * * * * * * * *

447,808(15)

3.69%

* Less than 1%. (1) Except as otherwise noted and except as required by applicable community property laws, each person has sole voting and disposition powers with respect to the shares. (2) Shares which the person (or group) has the right to acquire within 60 days after the Record Date are deemed to be outstanding in calculating the percentage ownership of the person (or group), but are not deemed to be outstanding as to any other person (or group). (3) CNA Financial Corporation and Loews Corporation have filed a Schedule 13(G) dated February 19, 1999 indicating shared dispositive power under SEC interpretations regarding subsidiary control. CNA Financial Corporation and Loews Corporation have each disclaimed beneficial ownership of these securities. (4) Wellington Management Company, LLP has filed a Schedule 13(G) dated February 9, 2000 indicating it has shared voting power for 261,100 shares and shared dispositive power for 1,458,800 shares, including shares

held by First Financial Fund, Inc. 3

(5) Boston Partners Inc. has filed a Schedule 13(G) dated February 7, 2000 indicating that it is the general partner of Boston Partners Asset Management, L.P. and as such may be deemed to be the beneficial owner of shares held by Boston Partners Asset Management, L.P. Mr. Desmond John Heathwood have filed a Schedule 13(G) dated February 7, 2000 indicating that he is the principal shareholder of Boston Partners, Inc. and as such may be deemed to be the beneficial owner of shares held by Boston Partners, Inc. Boston Partners, Inc. and Mr. Desmond John Heathwood have each disclaimed beneficial ownership of these securities. (6) First Financial Fund, Inc. has filed a Schedule 13(G) dated February 14, 2000 indicating it has sole voting power and shared dispositive power for these shares. (7) Mr. Ng also holds unexercised exercisable options to purchase 267,468 shares. (8) 4,000 of such shares are owned by the Gouw Family Foundation of which Ms. Gouw is trustee; 300 shares are owned by family members for whom Ms. Gouw has voting power; Ms. Gouw disclaims any beneficial interest in such shares. Ms. Gouw also holds unexercised exercisable options to purchase 89,156 shares. (9) Mr. Li also holds unexercised exercisable options to purchase 2,500 shares. (10) These shares are owned by Yuan Yi Tsui, the wife of Mr. Liu; Mr. Liu disclaims any beneficial ownership in such shares. Mr. Liu also holds unexercised exercisable options to purchase 2,500 shares. (11) Dr. Zapanta also holds unexercised exercisable options to purchase 2,500 shares. (12) Ms. Wong has voting and dispositive power over 5,000 of these shares by a power of attorney from a relative but disclaims any beneficial interest in such shares. Ms. Wong also holds unexercised exercisable options to purchase 2,500 shares. (13) Mr. Krause also holds unexercised exercisable options to purchase 6,250 shares. (14) Mr. Chow also holds unexercised exercisable options to purchase 2,500 shares. (15) Excluded from this amount are 379,158 unexercised exercisable stock options for all directors and executive officers as a group. PROPOSAL 1: ELECTION OF DIRECTORS Board of Directors and Nominees The Company's Certificate of Incorporation and Bylaws provide that the number of directors shall be determined from time to time by the Board of Directors but may not be less than five. The Board of Directors is currently composed of seven members. The Bylaws further provide for the division of the initial directors of the Company into three classes of approximately equal size. Three members shall be elected to a three year term at the annual meeting of Stockholders in 2000, two members shall be elected to a three year term at the annual meeting of Stockholders in 2001, and two members shall be elected to a three year term at the annual meeting of Stockholders in 2002. The directors proposed for re-election, Jack Liu, James Miscoll, and Keith Renken, were appointed to the Board of Directors in 1998, 2000 and 2000, respectively. Messrs. Liu, Miscoll, and Renken have indicated their willingness to serve and unless otherwise instructed, Proxies will be voted in such a way as to effect, if possible, the election of Messrs. Liu, Miscoll, and Renken. In the event that Messrs. Liu, Miscoll or Renken should be unable to serve as a director, it is intended that the Proxies will be voted for the election of such substitute nominee, if any, as shall be designated by the Board of Directors. Management has no reason to believe that Messrs. Liu, Miscoll, and Renken will be unavailable. None of the directors, nominees for director or executive officers were selected pursuant to any arrangement or understanding, other than with the directors and executive officers of the Company acting within their capacity as such. There are no family relationships among directors or executive officers of the Company. As of the date hereof, no directorships are held by any director with a company which has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or subject to 4

the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company

(5) Boston Partners Inc. has filed a Schedule 13(G) dated February 7, 2000 indicating that it is the general partner of Boston Partners Asset Management, L.P. and as such may be deemed to be the beneficial owner of shares held by Boston Partners Asset Management, L.P. Mr. Desmond John Heathwood have filed a Schedule 13(G) dated February 7, 2000 indicating that he is the principal shareholder of Boston Partners, Inc. and as such may be deemed to be the beneficial owner of shares held by Boston Partners, Inc. Boston Partners, Inc. and Mr. Desmond John Heathwood have each disclaimed beneficial ownership of these securities. (6) First Financial Fund, Inc. has filed a Schedule 13(G) dated February 14, 2000 indicating it has sole voting power and shared dispositive power for these shares. (7) Mr. Ng also holds unexercised exercisable options to purchase 267,468 shares. (8) 4,000 of such shares are owned by the Gouw Family Foundation of which Ms. Gouw is trustee; 300 shares are owned by family members for whom Ms. Gouw has voting power; Ms. Gouw disclaims any beneficial interest in such shares. Ms. Gouw also holds unexercised exercisable options to purchase 89,156 shares. (9) Mr. Li also holds unexercised exercisable options to purchase 2,500 shares. (10) These shares are owned by Yuan Yi Tsui, the wife of Mr. Liu; Mr. Liu disclaims any beneficial ownership in such shares. Mr. Liu also holds unexercised exercisable options to purchase 2,500 shares. (11) Dr. Zapanta also holds unexercised exercisable options to purchase 2,500 shares. (12) Ms. Wong has voting and dispositive power over 5,000 of these shares by a power of attorney from a relative but disclaims any beneficial interest in such shares. Ms. Wong also holds unexercised exercisable options to purchase 2,500 shares. (13) Mr. Krause also holds unexercised exercisable options to purchase 6,250 shares. (14) Mr. Chow also holds unexercised exercisable options to purchase 2,500 shares. (15) Excluded from this amount are 379,158 unexercised exercisable stock options for all directors and executive officers as a group. PROPOSAL 1: ELECTION OF DIRECTORS Board of Directors and Nominees The Company's Certificate of Incorporation and Bylaws provide that the number of directors shall be determined from time to time by the Board of Directors but may not be less than five. The Board of Directors is currently composed of seven members. The Bylaws further provide for the division of the initial directors of the Company into three classes of approximately equal size. Three members shall be elected to a three year term at the annual meeting of Stockholders in 2000, two members shall be elected to a three year term at the annual meeting of Stockholders in 2001, and two members shall be elected to a three year term at the annual meeting of Stockholders in 2002. The directors proposed for re-election, Jack Liu, James Miscoll, and Keith Renken, were appointed to the Board of Directors in 1998, 2000 and 2000, respectively. Messrs. Liu, Miscoll, and Renken have indicated their willingness to serve and unless otherwise instructed, Proxies will be voted in such a way as to effect, if possible, the election of Messrs. Liu, Miscoll, and Renken. In the event that Messrs. Liu, Miscoll or Renken should be unable to serve as a director, it is intended that the Proxies will be voted for the election of such substitute nominee, if any, as shall be designated by the Board of Directors. Management has no reason to believe that Messrs. Liu, Miscoll, and Renken will be unavailable. None of the directors, nominees for director or executive officers were selected pursuant to any arrangement or understanding, other than with the directors and executive officers of the Company acting within their capacity as such. There are no family relationships among directors or executive officers of the Company. As of the date hereof, no directorships are held by any director with a company which has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or subject to 4

the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940 except that Mr. Ng is a director of ESS Technology, Inc.; Dr. Zapanta is a director of Times Mirror Company and Edison International; Mr. Renken is a director of Pacific Gulf Properties; and Mr. Miscoll is a director of American International Group, MK Gold Company, 21st Century Industries, U.S. Foodservice and Westinghouse Air Brake Company.

the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940 except that Mr. Ng is a director of ESS Technology, Inc.; Dr. Zapanta is a director of Times Mirror Company and Edison International; Mr. Renken is a director of Pacific Gulf Properties; and Mr. Miscoll is a director of American International Group, MK Gold Company, 21st Century Industries, U.S. Foodservice and Westinghouse Air Brake Company. The following table sets forth certain information with respect to the Board's nominees for director and the current directors of the Company. All directors of the Company are also directors of East West Bank. Officers will serve at the pleasure of the Board of Directors, subject to restrictions set forth in their employment agreements. See "ELECTION OF DIRECTORS--Executive Compensation--Employment Agreements and Change of Control Agreements".
Year First Elected or Current Term Age(1) Appointed(2) to Expire ------ ------------ ------------

Name of Director ---------------Nominees for term expiring 2003: -------------------------------Jack Liu.................................... James Miscoll............................... Keith Renken................................ Continuing Directors: --------------------Edward Zapanta.............................. Julia Gouw.................................. Dominic Ng.................................. Herman Li...................................

42 65 65

1998 2000 2000

2000 2000 2000

61 40 41 47

1998 1997 1991 1998

2001 2001 2002 2002

(1) As of February 29, 2000. (2) Refers to the earlier of the year the individual first became a director of the Company or the Bank. The principal occupation during the past five years of each director and nominee is set forth below. All directors have held their present positions for at least five years, unless otherwise stated. Dominic Ng has served as a director of the Bank since 1991, as President and Chief Executive Officer since October 1992, and as Chairman of the Board since 1998. Mr. Ng has held the same positions with the Company since its formation. Mr. Ng also served as the director in charge of Chinese Business Services for the international accounting firm of Deloitte & Touche LLP. Mr. Ng currently serves as a member of the Board of Visitors of The Anderson School at UCLA, Board of Regents of Loyola Marymount University, and serves as a director of the Los Angeles Chamber of Commerce and United Way of Greater Los Angeles. Mr. Ng also serves on the Board of ESS Technology, Inc. Julia Gouw has served as Executive Vice President and Chief Financial Officer of the Bank since 1994 and as a director of the Bank since 1997, and has held these same positions with the Company since its formation. Ms. Gouw joined the Bank in July 1989 as Vice President and Controller. Prior to joining the Bank, Ms. Gouw was a Senior Audit Manager with the international accounting firm of KPMG Peat Marwick LLP. Ms. Gouw is on the Board of Visitors of UCLA School of Medicine, a member of the Financial Executives' Institute and the California Society of CPA's and is a past president of the Financial Managers Society--Los Angeles Chapter. Herman Li is Chairman of the C&L Restaurant Group, a franchisee of Burger King Corporation that owns and operates over 80 outlets throughout the nation. Mr. Li is an executive committee member of Burger King Corporation's Diversity Action Council and was honored in 1997 as "Asian Business Owner of the Year" by the Asian Business Association of Los Angeles. 5

Jack C. Liu, Esq., is with the law firm of Deacons Graham & James, Taiwan, which he joined in 1999. Mr. Liu

Jack C. Liu, Esq., is with the law firm of Deacons Graham & James, Taiwan, which he joined in 1999. Mr. Liu was previously the managing partner of SilkRoad Capital Corp., an investment firm that focuses on Asia-related investment projects. Mr. Liu was also formerly of counsel to the international law firm of Morgan Lewis & Bockius LLP and to the law firm of Sheppard, Mullin, Richter & Hampton. Mr. Liu specialized in corporate, banking regulation and real estate investment related legal matters. James Miscoll is a corporate director and private investor. He is a former senior management officer of Bank of America, having served as vice chairman for three years and on the managing committee for ten years; he retired in 1992. Mr. Miscoll currently serves as a director of American International Group, MK Gold Company, 21st Century Industries, U.S. Foodservice, Westinghouse Air Brake Company, and several private companies. He is currently also a trustee of the BankAmerica Giannini Foundation. Keith Renken is the managing partner of Renken Enterprises, a consulting company. He is a former senior partner and chairman of the executive committee of Southern California area of Deloitte & Touche LLP from where he retired in 1992. Mr. Renken currently serves as a director of Pacific Gulf Properties, Aon, and several private companies. He is currently a professor in the University of Southern California's Executive in Residence Program. Edward Zapanta, M.D., has served as Vice-Chairman of the Board of the Bank since June 1998 and has held the same position with the Company since its formation. Dr. Zapanta is the Senior Medical Director of HealthCare Partners Medical Group. Dr. Zapanta currently serves as a director of Times Mirror, Edison International and the James Irvine Foundation and is a member of the Board of Trustees of the University of Southern California. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES. Committees of the Board of Directors The business of East West Bancorp's Board of Directors is conducted through its meetings, as well as through meetings of its committees. Set forth below is a description of the committees of the Board. The Audit Committee of East West Bancorp reviews and reports to the Board on various auditing and accounting matters, including the annual audit report from East West Bancorp's independent public accountants. The Audit Committee currently consists of Herman Li, James Miscoll, Keith Renken, Edward Zapanta, and Jack Liu as its Chairman. The Audit Committee met eight times in 1999. The Audit Committee of East West Bank consists of the same directors who comprise the Audit Committee of East West Bancorp. The Audit Committee of East West Bank meets on the same schedule as the full Board of Directors of East West Bank. East West Bancorp does not have a Compensation Committee. The Compensation Committee of East West Bank establishes executive compensation policies as well as the actual compensation of the Chief Executive Officer. The Compensation Committee of the Bank met three times in 1999. The Compensation Committee currently consists of Jack Liu, James Miscoll, Keith Renken, Edward Zapanta, and Herman Li as its Chairman. The Executive Committee of East West Bancorp is authorized to exercise certain powers of the Board of Directors during intervals between the meetings of the Board of Directors. The Executive Committee currently consists of Dominic Ng and Julia Gouw. The Executive Committee met eight times in 1999. The Executive Committee of East West Bank consists of the same directors who comprise the Executive Committee of East West Bancorp. The Board of Directors met nine times during 1999. All of the persons who were directors of East West Bancorp during 1999 attended 75% or more of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by the committees on which he or she served in 1999. 6

Compliance with Reporting Requirements of Section 16

Compliance with Reporting Requirements of Section 16 Under Section 16(a) of the Exchange Act, the Company's directors, executive officers and any persons holding five percent or more of the Common Stock are required to report their ownership of Common Stock and any changes in that ownership to the Securities and Exchange Commission (the "SEC") and to furnish the Company with copies of such reports. Specific due dates for these reports have been established and the Company is required to report in this Proxy Statement any failure to file on a timely basis by such persons. Based solely upon a review of copies of reports provided to the Company during the fiscal year ended December 31, 1999, all persons subject to the reporting requirements of Section 16(a) filed all required reports on a timely basis. Stock Performance Graph The following graph shows a comparison of stockholder return on the Company's Common Stock based on the market price of Common Stock assuming the reinvestment of dividends, with the cumulative total returns for the companies in the Standard & Poor's 500 Index and the SNL Western Bank Index for the period beginning on February 8, 1999, the first day of trading in the Company's Common Stock, through December 31, 1999. The graph was derived from a very limited period of time, and, as a result, may not be indicative of possible future performance of the Company's Common Stock. Comparison of Cumulative Total Returns Among the Company, Standard & Poor's 500 Index and Western Bank Index [STOCK PERFORMANCE GRAPH] Notes: A. The lines represent quarterly index levels derived from compounded daily returns that include all dividends. B. If the quarterly interval, based on the quarter end, is not a trading day, the preceding trading day is used. C. The index level for all series was set to 100.0 on 2/8/99. 7

Compensation of Board of Directors Employees of the Company are not compensated for service as directors of the Company. Nonemployee directors receive an annual retainer of $10,000, plus $1,000 for each Board meeting attended and $300 for each committee meeting attended. The committee chair receives an additional $200 for each committee meeting attended. During the year ended December 31, 1999, pursuant to the Company's Incentive Plan, Messrs. Li, Liu, Slosser and Zapanta received 5,000 options to purchase Company Common Stock at an exercise price of $10.00 per share, which options vest at the rate of 25% per year on each anniversary of the grant. Executive Officer Compensation Summary Compensation Table. It is expected that until the officers of the Company begin to devote significant time to the separate management of the Company's business, which is not expected to occur until such time as the Company becomes actively involved in additional businesses, the officers will only receive compensation for services as officers and employees of the Bank, and no separate compensation will be paid for their services to the Company. The following table sets forth the name and compensation of the Named Executive Officers for the fiscal years ended December 31, 1999, 1998 and 1997:
Long-term Compensation -------------------Restricted Number of Stock Stock Annual Annual Awards Options All Other Year Salary(1) Bonus ($)(2) Granted Compensation(3) ---- --------- -------- ---------- --------- ---------------

Name and principal position ------------------

Compensation of Board of Directors Employees of the Company are not compensated for service as directors of the Company. Nonemployee directors receive an annual retainer of $10,000, plus $1,000 for each Board meeting attended and $300 for each committee meeting attended. The committee chair receives an additional $200 for each committee meeting attended. During the year ended December 31, 1999, pursuant to the Company's Incentive Plan, Messrs. Li, Liu, Slosser and Zapanta received 5,000 options to purchase Company Common Stock at an exercise price of $10.00 per share, which options vest at the rate of 25% per year on each anniversary of the grant. Executive Officer Compensation Summary Compensation Table. It is expected that until the officers of the Company begin to devote significant time to the separate management of the Company's business, which is not expected to occur until such time as the Company becomes actively involved in additional businesses, the officers will only receive compensation for services as officers and employees of the Bank, and no separate compensation will be paid for their services to the Company. The following table sets forth the name and compensation of the Named Executive Officers for the fiscal years ended December 31, 1999, 1998 and 1997:
Long-term Compensation -------------------Restricted Number of Stock Stock Name and principal Annual Annual Awards Options All Other position Year Salary(1) Bonus ($)(2) Granted Compensation(3) --------------------- --------- -------- ---------- --------- --------------Dominic Ng.............. 1999 $477,000 $393,000 14,260 -$59,447 Chairman, President, and 1998 431,104 225,000 -1,069,875 7,500 Chief Executive Officer 1997 297,637 217,000 --4,750 Julia Gouw.............. 1999 207,333 180,000 1,969 -$19,038 Executive Vice President, 1998 187,763 80,000 -356,625 7,361 Chief Financial Officer, and Director 1997 121,267 51,000 --3,610 Sandra Wong............. 1999 153,349 42,770 1,449 5,000 606 Executive Vice President 1998 18,750 5,625 -10,000 -and Chief Credit Officer Douglas Krause.......... 1999 143,371 90,000 1,363 -5,938 Executive Vice President, 1998 135,864 40,800 -25,000 -General Counsel, and Corporate Secretary 1997 121,800 36,500 ---Donald Chow............. 1999 121,768 65,000 1,147 -7,500 Executive Vice President, 1998 116,615 42,500 -10,000 5,553 and Director of Commercial Lending 1997 105,750 40,000 --3,353

(1) Includes compensation deferred at election of executive and the year upon which such compensation was earned. (2) Dividends are paid on all restricted shares at the same rate and time as on common shares. The number and aggregate value of restricted stock holdings as of December 31, 1999 for the Named Executives are as follow: Dominic Ng--14,260 shares valued at $163,099; Julia Gouw--1,969 shares valued at $22,520; Sandra Wong-1,449 shares valued at $16,573; Doug Krause--1,363 shares valued at $15,589; and Don Chow--1,147 shares valued at $13,119. (3) Represents employer contributions to the Company's 401(k) Plan and unused vacation pay. The Company provides the named executive officers with certain group life, health, medical and other non-cash benefits generally available to all salaried employees and not included in this column pursuant to SEC rules. 8

8

Option Grants The following stock options were granted during 1999 to the Named Executive pursuant to the Company's Incentive Plan. No other Named Executives were granted stock options during 1999. Option/SAR Grants in the Last Fiscal Year
Percent of Total Options Hypothetical Number of Granted to Exercise Value at Options Employees in Price Expiration Grant Name Granted(1) FY 1999 ($/Share) Date Date(2) ------------ ------------- --------- ---------- -----------Sandra Wong......... 5,000 6.93% $10.00 11/15/09 $25,900

(1) The options were granted pursuant to the Incentive Plan. The options become exercisable in annual installments of 25% on each of the first, second, third and fourth anniversary dates of the grant. The options may be exercised at any time prior to their expiration by tendering the exercise price in cash, check or in shares of stock valued at fair market value on the date of exercise. In the event of a change in control (as defined) involving the Company, the options will become exercisable in full. The options may be amended by mutual agreement of the optionee and the Company. (2) The estimated present value at grant date of options granted during fiscal year 1999 has been calculated using the Black-Scholes option pricing model, based upon the following assumptions: estimated time until exercise of 6.0 years; a risk-free interest rate of 6.7%, representing the interest rate on a U.S. government zero-coupon bond with a maturity corresponding to the estimated time until exercise; a volatility rate of 43.5%; and a dividend yield of 1.2%, representing the current $0.03 per share annualized dividends divided by the fair market value of the common stock on the date of grant. The approach used in developing the assumptions upon which the BlackScholes valuation was done is consistent with the requirements of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." Option Exercises and Holdings Following the Reorganization, options to purchase shares of Common Stock, no par value, of the Bank were converted into options to purchase shares of Common Stock of the Company. The following table sets forth certain information concerning options held by the Named Executives under the Bank's Incentive Plan: Aggregated Option Exercises During Fiscal Year 1999 Option Values on December 31, 1999
Number of Unexercised Options Shares at December 31, 1999 Acquired Value ------------------------Name on Exercise Realized Exercisable Unexercisable -------------- -------- ----------- ------------Dominic Ng.............. --267,468 802,407 Julia Gouw.............. --89,156 267,469 Douglas Krause.......... --6,250 18,750 Sandra Wong............. --2,500 12,500 Donald Chow............. --2,500 7,500 Value of Unexercised Inthe-Money Options at December 31, 1999 ------------------------Exercisable Unexercisable ----------- ------------$384,485 $1,153,460 $128,162 $ 384,487 $ 8,984 $ 26,953 $ 3,594 $ 17,969 $ 3,594 $ 10,781

Employment and Change of Control Agreements The Bank has entered into employment agreements with each of its executive officers intended to ensure that the Bank will be able to maintain a stable and competent management base. The agreements provide that should any of the executives be terminated without cause or, for certain executives, should they resign for good reason, including a detrimental change in responsibilities or a reduction in salary or benefits, the Bank shall pay such executive a designated lump sum. The payments range from six months to three years of base salary plus certain

Option Grants The following stock options were granted during 1999 to the Named Executive pursuant to the Company's Incentive Plan. No other Named Executives were granted stock options during 1999. Option/SAR Grants in the Last Fiscal Year
Percent of Total Options Hypothetical Number of Granted to Exercise Value at Options Employees in Price Expiration Grant Name Granted(1) FY 1999 ($/Share) Date Date(2) ------------ ------------- --------- ---------- -----------Sandra Wong......... 5,000 6.93% $10.00 11/15/09 $25,900

(1) The options were granted pursuant to the Incentive Plan. The options become exercisable in annual installments of 25% on each of the first, second, third and fourth anniversary dates of the grant. The options may be exercised at any time prior to their expiration by tendering the exercise price in cash, check or in shares of stock valued at fair market value on the date of exercise. In the event of a change in control (as defined) involving the Company, the options will become exercisable in full. The options may be amended by mutual agreement of the optionee and the Company. (2) The estimated present value at grant date of options granted during fiscal year 1999 has been calculated using the Black-Scholes option pricing model, based upon the following assumptions: estimated time until exercise of 6.0 years; a risk-free interest rate of 6.7%, representing the interest rate on a U.S. government zero-coupon bond with a maturity corresponding to the estimated time until exercise; a volatility rate of 43.5%; and a dividend yield of 1.2%, representing the current $0.03 per share annualized dividends divided by the fair market value of the common stock on the date of grant. The approach used in developing the assumptions upon which the BlackScholes valuation was done is consistent with the requirements of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." Option Exercises and Holdings Following the Reorganization, options to purchase shares of Common Stock, no par value, of the Bank were converted into options to purchase shares of Common Stock of the Company. The following table sets forth certain information concerning options held by the Named Executives under the Bank's Incentive Plan: Aggregated Option Exercises During Fiscal Year 1999 Option Values on December 31, 1999
Number of Unexercised Options Shares at December 31, 1999 Acquired Value ------------------------Name on Exercise Realized Exercisable Unexercisable -------------- -------- ----------- ------------Dominic Ng.............. --267,468 802,407 Julia Gouw.............. --89,156 267,469 Douglas Krause.......... --6,250 18,750 Sandra Wong............. --2,500 12,500 Donald Chow............. --2,500 7,500 Value of Unexercised Inthe-Money Options at December 31, 1999 ------------------------Exercisable Unexercisable ----------- ------------$384,485 $1,153,460 $128,162 $ 384,487 $ 8,984 $ 26,953 $ 3,594 $ 17,969 $ 3,594 $ 10,781

Employment and Change of Control Agreements The Bank has entered into employment agreements with each of its executive officers intended to ensure that the Bank will be able to maintain a stable and competent management base. The agreements provide that should any of the executives be terminated without cause or, for certain executives, should they resign for good reason, including a detrimental change in responsibilities or a reduction in salary or benefits, the Bank shall pay such executive a designated lump sum. The payments range from six months to three years of base salary plus certain benefits. For certain executives, the normal six months severance increases to twenty-four months if the

9

executive is terminated following a change of control. If all agreements were terminated without cause following a change in control, such executive officers would be entitled to receive payments, which are estimated to have an aggregate value of approximately $5.8 million at February 29, 2000. Although the above-described employment agreements could increase the cost of any acquisition of control of the Company or the Bank, management of the Company and the Bank do not believe that the terms thereof would have a significant anti-takeover effect. Report of Compensation Committee on Executive Compensation The Bank's Compensation Committee (the "Compensation Committee") establishes the general policies regarding compensation of the Chief Executive Officer and approves the specific compensation levels for the Chief Executive Officer. During 1999, the members of the Compensation Committee were Jack Liu, Edward Zapanta and Herman Li as its Chairman. Each member of the Compensation Committee is a non-employee director of the Company and the Bank. The Company has also retained the services of a compensation consultant to provide input and data to the Compensation Committee. Set forth below is a report of the Compensation Committee of the Bank addressing the compensation policies for 1999 applicable to the Bank's Chief Executive Officer. The Report of the Compensation Committee on Executive Compensation shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 (the "Securities Act") or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION The goals of the executive compensation and benefits programs are to enable the Bank to attract and retain high caliber executives, provide a total compensation package in a cost effective manner, encourage management ownership of East West Bancorp, Inc. common stock and to maximize return to its shareholders. The philosophy of the Bank is to provide a compensation program that is designed to reward achievement of the Bank's goals and objectives and to provide total compensation opportunities that are competitive when compared with those of comparable financial institutions. To achieve the compensation and benefits program objectives: . The principal objective of the salary program is to maintain salaries that are targeted at the median for comparable positions in similarly sized financial institutions, . Annual incentives are designed to reward for overall Bank success and individual performance and provide total cash compensation opportunities above competitive levels when warranted by performance, . The principal objective of the long-term stock-based incentive plan is to align management's financial interests with those of East West Bancorp's shareholders, provide incentive for management ownership of East West Bancorp common stock, support the achievement of long-term financial objectives, and provide for long term incentive reward opportunities. Employee benefits are offered to provide a competitive total compensation program and to encourage retention of key employees. 10

ROLE OF THE COMPENSATION COMMITTEE

executive is terminated following a change of control. If all agreements were terminated without cause following a change in control, such executive officers would be entitled to receive payments, which are estimated to have an aggregate value of approximately $5.8 million at February 29, 2000. Although the above-described employment agreements could increase the cost of any acquisition of control of the Company or the Bank, management of the Company and the Bank do not believe that the terms thereof would have a significant anti-takeover effect. Report of Compensation Committee on Executive Compensation The Bank's Compensation Committee (the "Compensation Committee") establishes the general policies regarding compensation of the Chief Executive Officer and approves the specific compensation levels for the Chief Executive Officer. During 1999, the members of the Compensation Committee were Jack Liu, Edward Zapanta and Herman Li as its Chairman. Each member of the Compensation Committee is a non-employee director of the Company and the Bank. The Company has also retained the services of a compensation consultant to provide input and data to the Compensation Committee. Set forth below is a report of the Compensation Committee of the Bank addressing the compensation policies for 1999 applicable to the Bank's Chief Executive Officer. The Report of the Compensation Committee on Executive Compensation shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 (the "Securities Act") or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION The goals of the executive compensation and benefits programs are to enable the Bank to attract and retain high caliber executives, provide a total compensation package in a cost effective manner, encourage management ownership of East West Bancorp, Inc. common stock and to maximize return to its shareholders. The philosophy of the Bank is to provide a compensation program that is designed to reward achievement of the Bank's goals and objectives and to provide total compensation opportunities that are competitive when compared with those of comparable financial institutions. To achieve the compensation and benefits program objectives: . The principal objective of the salary program is to maintain salaries that are targeted at the median for comparable positions in similarly sized financial institutions, . Annual incentives are designed to reward for overall Bank success and individual performance and provide total cash compensation opportunities above competitive levels when warranted by performance, . The principal objective of the long-term stock-based incentive plan is to align management's financial interests with those of East West Bancorp's shareholders, provide incentive for management ownership of East West Bancorp common stock, support the achievement of long-term financial objectives, and provide for long term incentive reward opportunities. Employee benefits are offered to provide a competitive total compensation program and to encourage retention of key employees. 10

ROLE OF THE COMPENSATION COMMITTEE The Compensation Committee of the Board of Directors of East West Bank establishes executive compensation policies as well as the actual salary, bonus and discretionary benefits of the Chief Executive Officer. Decisions of

ROLE OF THE COMPENSATION COMMITTEE The Compensation Committee of the Board of Directors of East West Bank establishes executive compensation policies as well as the actual salary, bonus and discretionary benefits of the Chief Executive Officer. Decisions of the Compensation Committee of East West Bank are subject to review and approval by the Board of Directors of the Company. The Compensation Committee is comprised of three non-employee directors of East West Bank. ELEMENTS OF THE COMPENSATION PROGRAM There are three principal elements of the executive compensation program-- base salary, bonus compensation (annual incentive) and long-term stock-based incentive compensation (stock options). In determining each component of compensation, the total compensation package of each executive is considered. Base Salaries The salary of each executive officer is determined initially according to competitive pay practices, level of responsibility, prior experience, and breadth of knowledge, as well as internal equity issues. The Company uses its discretion rather than a formal weighting system to evaluate these factors and to determine individual base salary levels. Thereafter, base salaries are reviewed on an annual basis, and increases are made based on a subjective assessment of each executive's performance, as well as the factors described above. Annual Incentives The Bank provides annual incentives to all employees, including executives. Annual incentives are intended to reward for overall Bank success and individual performance and provide total cash compensation opportunities above competitive levels when warranted by performance. The Bank considers individual contributions, business unit performance, overall corporate performance, and performance compared to peer banks. Actual awards, if any, are also based on a subjective assessment of each executive's individual performance. No formal weightings are assigned to these levels of performance. Each executive is assigned a bonus range as a percentage of salary, with a maximum bonus achievable at above average performance from the executive. Long-Term Stock-Based Incentives The Bank believes that long-term incentive compensation opportunities should be dependent on stock-based measures to strengthen the alignment between management's interests and those of the Company's shareholders. Under its 1998 Stock Incentive Plan, the Company generally grants stock options to all executives of the Company and the Bank. All options have been granted at an option price not less than the fair market value of the common stock on the date of grant. Thus, stock options have value only if the stock price appreciates from the date the options are granted. The result is a focus by all executives on the creation of shareholder value over the long term. In determining the number of options granted to individual executives, the Company considers individual contributions, business unit performance, competitive practices, the number of options previously granted, and value of the stock on the date of the grant. Formal weightings have not been assigned to these factors. CEO COMPENSATION The determination of the Chief Executive Officer's salary, bonus and grants of stock options followed the policies described above for the determination of all executives' compensation subject to the additional considerations described below. 11

Compensation for the Chief Executive Officer, Mr. Ng, was made in accordance with a three-year employment

Compensation for the Chief Executive Officer, Mr. Ng, was made in accordance with a three-year employment agreement entered into in June 1998 in connection with the sale of the Bank by its prior shareholders. The terms of the employment agreement are described in "Employment and Change of Control Agreements." The base salary of the Chief Executive Officer is described in the Summary Compensation Table. The bonus of the Chief Executive Officer is described in the Summary Compensation Table. This indicated bonus was determined pursuant to the terms of Mr. Ng's employment contract and is based primarily on the satisfaction of performance criteria determined by the Board. The performance criteria include the satisfaction by the Bank of goals relating to improvements in Return on Equity and Return on Asset. The Chief Executive Officer received stock options in 1998 as set forth in the Summary Compensation Table. In 1999, Mr. Ng received a grant of 14,260 shares of restricted stock as of July 21, 1999 at a grant price of $10.56, the price of the stock at the time of the grant; the restricted stock vest at the end of three years, with accelerated vesting in the event of a change of control of the Company. No new options were granted in 1999. All of the options granted have an exercise price equal to the fair market value of the stock on the date of grant. The number of restricted shares granted to Mr. Ng are also consistent with the factors described in the prior paragraph for all executives, with an additional emphasis on placing a material portion of the Chief Executive Officer's compensation at risk based on the long term stock price performance of the Company. POLICY WITH RESPECT TO SECTION 162(m) Section 162(m) of the Internal Revenue Code of 1987, as amended (the "Code"), generally limits the corporate deduction for compensation paid to executive officers named in the Proxy Statement to $1,000,000, unless the compensation qualifies as "performance based" and has been approved in advance by a vote of its shareholders. Section 162(m) excludes from its deduction limits any compensation received pursuant to the exercise of a stock option granted prior to the first shareholder meeting at which directors are to be elected that occurs after the close of the first calendar year following the calendar year in which the Company became publicly held; all stock options currently granted to executive officers named in the Proxy Statement comply with this grandfather clause. Neither the Company nor the Bank is currently compensating any named executive officers at levels that would cause this limitation on corporate tax deductions to apply and has no current plans to do so, except that the compensation of Mr. Ng and Ms. Gouw would, in the event of a termination without cause or a resignation for good cause, as specified in his or her employment agreement, would result in compensation in excess of $1,000,000 being paid in that year. The Compensation Committee has accordingly not adopted a formal policy concerning the application of the Section 162(m) limitation on tax deductions. The Compensation Committee will continue to monitor the applicability of Section 162(m). The Compensation Committee will, if it appears that any named executive officer will likely be approaching the $1,000,000 compensation limitation in the near future, review whether such payments should be structured so as to qualify as deductible performance-based compensation.
Dated: March 27, 2000 THE 1999 COMPENSATION COMMITTEE Herman Li Jack Liu Edward Zapanta

Compensation Committee Interlocks and Insider Participation No person who served as a member of the Compensation Committee during the 1999 fiscal year is, or ever has been, an officer or employee of the Company or any of its subsidiaries. Except as provided herein, there are no existing or proposed material transactions between the Bank or the Company and any of its executive officers, directors, or the immediate family or associates of any of the foregoing persons. Mr. Slosser, a director of the Company and the Bank, whose term will expire on May 10, 2000 and who is not standing for re-election, is a senior vice president of Friedman, Billings, Ramsey & Co., 12

Inc. ("Placement Agent."). The Bank has entered into an agreement whereby the Placement Agent will provide

Inc. ("Placement Agent."). The Bank has entered into an agreement whereby the Placement Agent will provide the Bank financial advisory services through December 12, 1999. In addition, in connection with the private placement of the Bank's securities held by the Bank's two former shareholders to certain investors, the Placement Agent acquired warrants to purchase up to 475,000 shares of Company Common Stock at a per share purchase price of $10.00 which expires June 12, 2003. CERTAIN TRANSACTIONS One of the directors of the Company and the Bank is a guarantor of an extension credit to two corporations in each of which the director is a director, executive officer and a beneficial owner of over 10% of a class of equity securities. The extensions of credit were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectibility or present other unfavorable features. As of December 31, 1999, the loans were performing in accordance with their terms. Except for the stock plans described above and the Agreement between East-West Bank and the Placement Agent described under the caption "ELECTION OF DIRECTORS--Executive Compensation--Compensation Committee Interlocks and Insider Participation," none of the directors or executive officers of the Company, or any associate or affiliate of such person, had any other material interest, direct or indirect, in any transaction during the past year or any proposed transaction with the Company. PROPOSAL 2: AMENDMENT OF THE EAST WEST BANCORP, INC. 1998 STOCK INCENTIVE PLAN TO INCREASE AVAILABLE SHARES The Company's Board of Directors has adopted, subject to shareholder approval, an amendment increasing the total number of shares that may be granted under the Plan. The amendment to the Plan increases the maximum shares of common stock that may be issued under the Plan by 1,000,000 to 2,902,000. The Plan was originally adopted on June 25, 1998 and the number of shares reserved for issuance was 1,902,000. As of February 29, 2000, there were 38,937 shares available for issuance under the Plan. Options to purchase 1,756,059 shares of stock were outstanding and 91,456 shares of restricted stock were outstanding on that date. Options to purchase 1,801 shares have been exercised at an average price of $11.78 per share; 13,747 shares of restricted stock were issued and forfeited but are not re-issuable because dividends had been paid on these shares. The purpose of the Plan is to attract, retain and motivate high quality personnel and to provide incentives for the promotion of business and financial success of the Company by providing them with equity participation. The Board of Directors believes that the remaining shares under the Plan are insufficient and that additional shares are desirable in order to service the needs of the Plan and to promote and closely align the interests of new and current employees of the Company with its shareholders by providing stock- based compensation. In particular, the Company does not have sufficient incentive shares available to make incentive shares available for newly hired employees of the Company, for employees of the recently acquired First Central Bank and American International Bank, and for employees of banks that may be acquired in the future. As of the date of the Proxy Statement, there has been no determination by the Board with respect to future awards under the Plan other than (i) options for 5,000 shares reserved to be awarded in November 2000 to a senior executive officer under an employment contract and (ii) options for 18,000 shares reserved under the Spirit of Ownership Program to be issued to qualifying employees in 2000, with each eligible employee receiving options to purchase 50 shares. Accordingly, except as set forth above, future awards are not determinable. 13

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF THE 1998 STOCK INCENTIVE PLAN TO INCREASE AVAILABLE SHARES. Summary of the Plan. The following is a brief description of the material features of the Plan. The proposed amendment will not affect any existing provisions of the Plan except the number of shares that may be granted. Reference should be made to the full text of the Plan for a complete description of its terms and conditions. A complete copy of the Plan can be obtained from the Corporate Secretary's office at the address listed on page

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF THE 1998 STOCK INCENTIVE PLAN TO INCREASE AVAILABLE SHARES. Summary of the Plan. The following is a brief description of the material features of the Plan. The proposed amendment will not affect any existing provisions of the Plan except the number of shares that may be granted. Reference should be made to the full text of the Plan for a complete description of its terms and conditions. A complete copy of the Plan can be obtained from the Corporate Secretary's office at the address listed on page one. The Plan has not been previously amended. Term; Shares Available. The Plan will expire on June 25, 2008 and (unless that date is extended) no Plan awards will be granted thereafter. As described above, the Plan establishes a maximum number of shares available for awards. The Plan includes rules to calculate the number of shares in the authorized pool that remain available for grant. Among other things, these rules provide that awards are counted against the authorized pool whether or not vested; that when awards are cancelled or expire, shares subject to the awards are again available for grant; and that if awards are settled in cash, the authorized pool of shares is increased by the appropriate number of shares. The number of shares of common stock subject to grant (as well as outstanding awards and applicable exercise prices) is subject to equitable adjustment by the Committee in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or similar changes, which may be required in order to prevent dilution or enlargement of rights. Administration. The Plan is administered by the Compensation Committee, which consists of two or more directors who qualify as "outside directors" for purposes of Section 162(m) of the Code. The Plan generally confers on the Committee complete authority as to the grant of awards and their terms. The Committee, in connection with actions involving awards to or transactions by persons subject to Section 16, adopt procedures to assure the availability of exemptions from Section 16 (which may involve, for example, referring such approval to a subcommittee or to the full board of directors). Eligibility. Persons eligible to participate in the Plan include all directors, officers, employees and consultants of the Company and its subsidiaries, including employees who are directors. The Committee is permitted to select from all persons to whom awards will be granted, and the nature and amount of such awards. As of December 31, 1999, over 300 persons held awards under the Plan. Awards. The Plan authorizes issuance of awards in several forms, including sales or bonuses of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an award may consist of one such security or benefit, or two or more of them in tandem or in the alternative. Options may be either incentive stock options ("ISOs") or nonincentive stock options ("NISOs"). The terms of all options and other awards, as well as vesting schedules, are determined by the Committee. Awards may require, for example, the completion of a specified period of employment to avoid forfeiture. The Committee may also permit certain forms of "cashless exercise." Options, restricted stock and other awards may not be sold, pledged or transferred other than by will or through the laws of descent and distribution. Prior to the lapse of restrictions, restricted stock may carry voting rights and participate in cash dividends. The Committee has discretion to allow participants to defer receipt of cash or stock due to them on exercise of an option or SAR, or upon lapse or waiver of restrictions affecting restricted stock. Change in Control. All awards previously granted by the Company provide that, if there is a change in control of the Company, all options will become immediately exercisable and any period of restriction for restricted stock will end and such awards will become fully vested. Tax Withholding. Participants generally have the right to satisfy tax withholding requirements arising from exercise of options, from the lapse of restrictions on restricted stock, or from other taxable events under the Plan, by having the Company withhold shares that otherwise would be deliverable. 14

Certain Federal Income Tax Considerations. The tax consequences of the Plan are complex, and the following discussion deals only with general tax principles applicable to the Plan under federal law. ISOs are options which

Certain Federal Income Tax Considerations. The tax consequences of the Plan are complex, and the following discussion deals only with general tax principles applicable to the Plan under federal law. ISOs are options which under certain circumstances and subject to certain tax restrictions have special tax benefits for employees under the Code. NISOs are options which do not receive such special tax treatment. When the Committee grants an ISO and when the holder exercises an ISO and acquires common stock, the holder realizes no income and the Company can claim no deduction. (However, the difference between the fair market value of the shares upon exercise and the exercise price is an item of tax preference subject to the possible application of the alternative minimum tax.) If the holder disposes of the stock before two years from grant or one year from exercise of the ISO (a disqualifying disposition), any gain will be deemed compensation and taxed as ordinary income to the 32 extent of the lessor of (i) the spread between the option price and the fair market value of the stock at exercise (the spread) or (ii) the difference between the sale price and the exercise price. If a disqualifying disposition occurs, the Company can claim a deduction equal to the amount treated as a compensation. If the one-and twoyear holding periods are satisfied, any gain realized when the shares are sold will be treated as capital gain, and the Company will receive no corresponding tax deduction. When the Compensation Committee grants an NISO, the holder realizes no income and the Company can claim no deduction. On exercise of an NISO, the holder realizes ordinary income to the extent of the spread and the Company can claim a deduction for the same amount. When the Compensation Committee grants an SAR, the holder realizes no income and the Company can claim no deduction. The cash or the fair market value of stock received on an SAR exercise is taxed to the holder at ordinary income rates. The Company can claim a deduction in the same amount at such time. Grants of restricted stock are generally not taxable to recipients at the time of grant and the Company generally claims no deduction at that time. The Company will receive a deduction and the holder will recognize taxable income equal to the fair market value of the stock at the time the restrictions lapse, unless the holder elects, within thirty days of notification of the award, to recognize the income on the award date, in accordance with Section 83 of the Code. If the holder makes an election under Section 83, the Company receives a corresponding deduction. Any dividends received on restricted stock prior to the date the recipient recognizes income on that stock will be taxable compensation income when received and the Company will be entitled to a corresponding deduction. The grant of restricted stock does not result in taxable income to the recipient. When the award is paid or distributed, the full value paid or distributed will be treated as ordinary income, and the Company will receive a corresponding tax deduction. Successors. All obligations of the Company with respect to awards will be binding on any successor to the Company, whether such succession results from merger, purchase, or other direct or indirect acquisition of all or substantially all of the Company's business or assets. Amendments. The Plan permits the Board of Directors to amend, alter or terminate the Plan in whole or in part at any time. Amendments, suspensions or terminations of the Plan will not affect any award previously granted without the written consent of affected participants. Future Awards. The amount and nature of awards that will be issued under the Plan for 2000 and subsequent years are not presently determinable. Certain information concerning 1999 awards under the Plan is presented under the captions "EXECUTIVE OFFICER COMPENSATION: SUMMARY COMPENSATION TABLE-LONG- TERM COMPENSATION" on page 8 and "OPTION GRANTS: OPTION/SAR GRANTS IN THE LAST FISCAL YEAR" on page 9. INDEPENDENT AUDITORS The auditors of the Company are Deloitte & Touche LLP, Certified Public Accountants. Deloitte & Touche LLP performed audit services for the Company's subsidiary, East West Bank, during 1999, which consisted of the examination of the financial statements of East West Bank and its affiliates and predecessors and limited assistance and consultation in connection with filings with the Securities and Exchange Commission. All professional services rendered by Deloitte & Touche LLP during 1999 were furnished at customary rates and terms. 15

Representatives of Deloitte & Touche LLP will be present at the Meeting to respond to appropriate questions.

Representatives of Deloitte & Touche LLP will be present at the Meeting to respond to appropriate questions. PROPOSALS OF STOCKHOLDERS Proposals of Stockholders intended to be included in the proxy materials for the 2001 Annual Meeting of Stockholders must be received by the Secretary of the Company, 415 Huntington Drive, San Marino, California 91108, by November 12, 2000. Under Rule 14a-8 adopted by the Securities and Exchange Commission under the Exchange Act, proposals of stockholders must conform to certain requirements as to form and may be omitted from the proxy statement and proxy under certain circumstances. In order to avoid unnecessary expenditures of time and money by stockholders and the Company, stockholders are urged to review this rule and, if questions arise, to consult legal counsel prior to submitting a proposal to the Company. SEC rules also establish a different deadline for submission of shareholder proposals that are not intended to be included in the Company's proxy statement with respect to discretionary voting (the "Discretionary Vote Deadline"). The Discretionary Vote Deadline for the year 2001 annual meeting is February 20, 2001 (45 calendar days prior to the anniversary of the mailing date of this proxy statement). If a shareholder gives notice of such a proposal after the Discretionary Vote Deadline, the Company's proxy holders will be allowed to use their discretionary voting authority to vote against the shareholder proposal without discussion when and if the proposal is raised at the Company's year 2001 annual meeting. The Company has not been notified by any shareholder of his or her intent to present a shareholder proposal from the floor at this year's Annual Meeting. The enclosed proxy card grants the proxy holders discretionary authority to vote on any matter properly brought before the Annual Meeting. ANNUAL REPORT The Company's Annual Report for the fiscal year ended December 31, 1999 accompanies this Proxy Statement. The Annual Report contains consolidated financial statements of the Company and its subsidiaries and the report thereon of Deloitte & Touche LLP, the Company's independent auditors. Stockholders may obtain without charge a copy of the company's annual report on Form 10-K including financial statements required to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999 by writing to the Company at 415 Huntington Drive, San Marino, California 91108. OTHER BUSINESS Management knows of no business, which will be presented for consideration at the Meeting other than as stated in the Notice of Meeting. If, however, other matters are properly brought before the Meeting, it is the intention of the Proxyholders to vote the shares represented thereby on such matters in accordance with the recommendation of the Board of Directors and authority to do so is included in the Proxy. East West Bancorp, Inc. Douglas P. Krause Executive Vice President, General Counsel, and Corporate Secretary San Marino, California March 27, 2000 16

REVOCABLE PROXY East West Bancorp, Inc. Annual Meeting of Stockholders -- May 10, 2000 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned stockholder(s) of East West Bancorp, Inc. (the "Company") hereby nominates, constitutes and appoints Julia Gouw and Douglas P. Krause, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held at the Pasadena Convention Center, 300 East Green Street, Pasadena, California 91101 at 1:00 p.m., on Wednesday, May 10, 2000, and any adjournments thereof, as fully and with the same force and effect as the undersigned might or could do if personally present thereat, as follows: THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "FOR" THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES LISTED AND FOR APPROVAL OF THE AMENDMENT TO THE EAST WEST BANCORP, INC. STOCK INCENTIVE PLAN OF 1998. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS.

East West Bancorp, Inc. PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY This Proxy will be voted "FOR" the election of the Board of Directors' nominees unless authority to do so is withheld. 1. ELECTION OF DIRECTORS -Nominee: Term Nominee: Term Nominee: Term Jack Liu Expires 2003 James Miscoll Expires 2003 Keith Renken Expires 2003 For [_] For [_] For [_] Withhold Authority Withhold Authority Withhold Authority [_] [_] [_]

PLEASE SIGN AND DATE ON REVERSE SIDE

2. RESOLVED, that the Amendment to the East West Bancorp, Inc. Stock Incentive Plan of 1998 be adopted, ratified and confirmed.
FOR [_] AGAINST [_] ABSTAIN [_]

3. OTHER BUSINESS. In their discretion, the proxyholders are authorized to transact such other business as may properly come before the Meeting and any adjournment or adjournments thereof. The undersigned hereby ratifies and confirms all that said attorneys and proxyholders, or either of them, or their substitutes, shall lawfully do or cause to be done by virtue hereof, and hereby revokes any and all proxies heretofore given by the undersigned to vote at the Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and the Proxy Statement accompanying said notice. (Please date this Proxy and sign your name as it appears on your stock certificates. Executors, administrators, trustees, etc., should give

their full titles. All joint owners should sign.) I (We) [ ] do [ ] do not expect to attend the Meeting. Dated: ________________ , 2000. Signature Signature PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID ENVELOPE PROVIDED.