8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

December 29, 2008
Date of Report (date of earliest event reported)

EAST WEST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-24939

Delaware	95-4703316
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

135 N Los Robles Ave., 7th Floor, Pasadena, California 91101

(Address of principal executive offices including zip code)

(626) 768-6000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

East West Bancorp, Inc.

Current Report of Form 8-K

ITEM 1.01 Entry Into a Material Definitive Agreement.

On December 29, 2008, the Board of Directors of East West Bancorp, Inc. (the “Company”) approved an amended and restated Employment Agreement with Dominic Ng, Chairman, President and Chief Executive Officer.  This Agreement contains substantially the same material terms and conditions and has been designed to comply with Section 409A by clarifying that the date of termination is the date of separation from service; providing for a possible six month delay in payment and other items.  In addition, in accordance with the regulations under the capital purchase program under the Troubled Asset Relief Program, the agreement has been amended to provide that certain bonuses shall be subject to recovery, or claw back, by the Company. The agreement has also been amended to prohibit the payment of any excess parachute payments as that term is defined under the Troubled Asset Relief Program during the periods covered by the program.

A copy of the amended and restated agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the amendments to the agreement is qualified in its entirety by reference to the full text of each of the respective agreements.

Similar agreements and amendments were approved for other executive officers who have an employment agreement with the Company.  A copy of the forms of such agreements is attached hereto as Exhibits 10.2 and 10.3.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2008 the Board of Directors of the Company adopted and approved amendments and restatements of certain compensatory arrangements applicable to the Chief Executive Officer and certain other of the named executive officers of the Company known as supplemental executive retirement plans.   The primary purpose of the changes to these agreements is to comply with the documentation requirements of the final regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), which provides in relevant part for rules regarding deferred compensation arrangements.  In addition, in accordance with Section 409A and with input from its compensation consultant, the Compensation Committee also approved that participants may elect to change the distributions under the Plan as set forth therein.

A copy of the amended and restated agreements is attached hereto as Exhibit 10.4 and incorporated herein by reference. The foregoing description of the amendments to the agreement is qualified in its entirety by reference to the full text of each of the respective agreements.

ITEM 9.01 Financial Statements and Exhibits.

(a) Not Applicable

(b) Not Applicable

(d) Exhibits

10.1Amended and Restated Employment Agreement with Dominic Ng

10.2Executive Employment Agreement

10.3Amendment to Executive Employment Agreement

10.4Amended and Restated Supplemental Executive Retirement Plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 31, 2008

EAST WEST BANCORP, INC.
By:	/s/ Douglas P. Krause
	Douglas P. Krause Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Number Description
10.1	Amended and Restated Employment Agreement with Dominic Ng
10.2	Executive Employment Agreement
10.3	Amendment to Executive Employment Agreement
10.4	Amended and Restated Supplemental Executive Retirement Plan

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is amended and restated effective as of                            , 2008, by and between EAST WEST BANK, a California banking corporation (the “Company”), and DOMINIC NG (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

1.1Employment.  The Company hereby employs the Employee as President and Chief Executive Officer, 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.

1.2Duties.  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 President and Chief Executive Officer, 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 him hereunder.

1.3Service 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 other organizations, and similar 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

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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.

1.4Place 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

2.1Compensation.  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 eight hundred thousand dollars ($800,000), 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 $800,000 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 seventy-four (74) days after the end of the fiscal year.  The amount of the bonus for each year shall equal fifty percent (50%) 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 after consultation with the Employee.  For as long as the U.S. Department of the Treasury holds an equity or debt position in the Company, which position was acquired pursuant to the Capital Purchase Program under the Troubled Asset Relief Program, any bonus paid to the Employee by the Company shall be subject to recovery, or clawback, by the Company, if the payment of such bonus was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, within the meaning of Section 111(b)(2)(B) of the Emergency Economic Stabilization Act of 2008 (“EESA”) and any authorities promulgated thereunder.

(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

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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 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 use of a luxury automobile for business and personal use, together with all reasonable expenses for insurance, fuel, maintenance, repair and registration, subject to compliance with Section 5.

(g)All initiation fees and membership dues associated with the Employee’s membership in professional, country, social and other clubs as may be approved by the Chairman of the Board (or, if the Employee is the Chairman, such other member or members of the Board as may be determined by the Board), subject to compliance with Section 5.

(h)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.

(i)The Company shall pay for the Employee’s financial counseling services at the rate of thirty-six thousand dollars ($36,000) per calendar year, with such amount to be payable either for services provided personally to the Employee or, at the election of the Employee, as a member of a group of executives who are eligible for this financial counseling payment, subject to compliance with Section 5.

2.2Illness.  Subject to the limitations contained in Section 3.4, 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.

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3.TERM OF EMPLOYMENT AND TERMINATION

3.1Term.  Unless sooner terminated pursuant to Section 3.4 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 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.

3.2At Will Employment.  Each party hereby acknowledges and agrees that, except as expressly set forth in Section 3.4, (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.

3.3EESA Compliance.  Notwithstanding anything to the contrary contained herein, the 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, or as defined in Section 111(b)(2)(C) of EESA and any authorities promulgated thereunder. Any severance benefit payable pursuant to the terms of this Agreement shall be reduced only to the extent necessary to cause all severance payments payable to the Employee by the Company to not constitute prohibited “golden parachute payments,” only to the extent necessary to comply with the above requirements.

3.4Duties Upon Termination.

(a)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, on the date of such termination of employment, 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 thirty 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 Company 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

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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) for a period of three (3) years from the date of termination.  All long-term incentive compensation shall vest at the date of such termination of employment, and shall be payable according to the terms of the applicable plan.

(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); 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 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 3.4(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, without the Employee’s prior written consent:

(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 ceases to be a member of the Board;

(vi)the Employee’s duties are materially reduced (including, but not limited to, having primary oversight through direct reports for the chief financial officer function, the chief

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credit officer function, the lending function, the operations and information technology function, the marketing function, the legal function, and the retail banking function, having responsibility for regulatory relations of a licensed bank, and having responsibility for investor relations of a publicly traded company).

(vii)a relocation of the Employee’s principal place of employment by more than 25 miles by automobile from 135 N. Los Robles Avenue, Pasadena, CA 91101; or

(viii)liquidation or dissolution of the Bank;.

(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.

3.5Excise Tax Gross-Up.

(a)Subject to Section 3.3, 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 Code Section 4999, 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 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 3.6, 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 Code Section 280G(b)(2), and all “excess parachute payments” within the meaning of Code Section 280G(b)(1) shall be treated as subject to the Excise Tax,

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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 Code Section 280G(b)(4) in excess of the base amount within the meaning of Code Section 280G(b)(3) 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 Code Section 280G(b)(1) (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 Code Sections 280G(d)(3) and (4).

(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 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 Code Section 1274(b)(2)(B).  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 thirtieth (30^th) 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

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amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Code Section 1274(b)(2)(B)), 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 (5th) day after demand by the Company (together with interest at the rate provided in Code Section 1274(b)(2)(B)).  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.  Notwithstanding the foregoing, all Gross-up Payments and adjustments shall be paid no later than the end of the calendar year following the year in which the Executive remits the related taxes to applicable taxing authorities in compliance with Code Section 409A.

4.TRADE SECRETS

4.1Trade 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 him (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 him of the names of business contacts with their addresses, telephone numbers and similar information.

4.2Tangible 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

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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.

4.3Injunctive 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 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.Compliance with Internal Revenue Code Section 409A.

(a)Unless otherwise expressly provided, any payment of compensation by Company to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Internal Revenue Code Section 409A (“Code Section 409A”)).  Such amounts shall not be subject to the requirements of subsection (a) above applicable to “nonqualified deferred compensation.”

(b)All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A are intended to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith.  Neither party individually or in combination may accelerate any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A.  In the event that the Employee is determined to be a “key employee” (as defined and determined under Code Section 409A) of Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be paid only after the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) the Employee’s death, consistent with and to the extent necessary to meet the requirements Code Section 409A without the imposition of excise taxes.  Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum on the earliest date permitted under Code Section 409A in order to catch up to the original payment schedule.  Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

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(c)Section (b) above shall not apply to that portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Company for the calendar year immediately preceding the calendar year during which the Date of Termination occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code (the maximum amount of compensation that may be taken into account for purposes of a tax-qualified retirement plan) for the calendar year during which the Date of Termination occurs.

(d)All benefit plans, programs and policies sponsored by the Company are intended to comply with all requirements of Code Section 409A or to be structured so as to be exempt from the application of Code Section 409A.  All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

6.MISCELLANEOUS

6.1Severable 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.

6.2Successors 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.

6.3Governing 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.

6.4Headings.  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.

6.5Entire 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

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Agreement shall be valid unless executed by each 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.

6.6Notice.  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 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.

6.7Attorneys’ 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.

6.8Third 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.

6.9Arbitration.  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.

6.10Construction.  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.

6.11Consent to Jurisdiction.  Subject to Section 6.9, 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,

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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 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 6.6. 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.

6.12Legal 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 BANK

By:

Authorized Representative

135 N. Los Robles Avenue, 7^th Floor

Pasadena, California 91101

Telecopier Number: (626) 243-1282

DOMINIC NG

Telecopier Number:

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is amended and restated effective as of                            , 2008, by and between EAST WEST BANK, a California banking corporation (the “Company”), and                              (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

1.1Employment.  The Company hereby employs the Employee as                                   , 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.

1.2Duties.  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                                     , 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 him hereunder.

1.3Service 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 other organizations, and similar 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

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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.

1.4Place 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

2.1Compensation.  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                                              ($                ), 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 $                                 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 seventy-four (74) days after the end of the fiscal year.  The amount of the bonus for each year shall equal              percent (    %) 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 after consultation with the Employee.  For as long as the U.S. Department of the Treasury holds an equity or debt position in the Company, which position was acquired pursuant to the Capital Purchase Program under the Troubled Asset Relief Program, any bonus paid to the Employee by the Company shall be subject to recovery, or clawback, by the Company, if the payment of such bonus was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, within the meaning of Section 111(b)(2)(B) of the Emergency Economic Stabilization Act of 2008 (“EESA”) and any authorities promulgated thereunder.

(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

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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 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)All initiation fees and membership dues associated with the Employee’s membership in professional, country, social and other clubs as may be approved by the Chairman of the Board (or, if the Employee is the Chairman, such other member or members of the Board as may be determined by the Board), subject to compliance with Section 5.

(g)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.

(h)Illness.  Subject to the limitations contained in Section 3.4, 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.

3.TERM OF EMPLOYMENT AND TERMINATION

3.1Term.  Unless sooner terminated pursuant to Section 3.4 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 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

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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.

3.2At Will Employment.  Each party hereby acknowledges and agrees that, except as expressly set forth in Section 3.4, (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.

3.3EESA Compliance.  Notwithstanding anything to the contrary contained herein, the 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, or as defined in Section 111(b)(2)(C) of EESA and any authorities promulgated thereunder. Any severance benefit payable pursuant to the terms of this Agreement shall be reduced only to the extent necessary to cause all severance payments payable to the Employee by the Company to not constitute prohibited “golden parachute payments,” only to the extent necessary to comply with the above requirements.

3.4Duties Upon Termination.

(a)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, on the date of such termination of employment, 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 thirty 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 Company 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) for a period of three (3) years from the date of termination.  All long-term incentive compensation shall vest at the date of such termination of employment, and shall be payable according to the terms of the applicable plan.

(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

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Board (excluding the Employee); 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 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 3.4(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, without the Employee’s prior written consent:

(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 ceases to be a member of the Board;

(vi)the Employee’s duties are materially reduced.

(vii)a relocation of the Employee’s principal place of employment by more than 25 miles by automobile from 135 N. Los Robles Avenue, Pasadena, CA 91101; or

(viii)liquidation or dissolution of the Bank;.

(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

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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.

3.5Excise Tax Gross-Up.

(a)Subject to Section 3.3, 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 Code Section 4999, 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 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 3.6, 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 Code Section 280G(b)(2), and all “excess parachute payments” within the meaning of Code Section 280G(b)(1) 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 Code Section 280G(b)(4) in excess of the base amount within the meaning of Code Section 280G(b)(3) 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 Code Section 280G(b)(1) (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 Code Sections 280G(d)(3) and (4).

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(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 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 Code Section 1274(b)(2)(B).  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 thirtieth (30^th) 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 Code Section 1274(b)(2)(B)), 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 (5^th) day after demand by the Company (together with interest at the rate provided in Code Section 1274(b)(2)(B)).  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

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increase the amount of any Gross-up Payment hereunder.  Notwithstanding the foregoing, all Gross-up Payments and adjustments shall be paid no later than the end of the calendar year following the year in which the Executive remits the related taxes to applicable taxing authorities in compliance with Code Section 409A.

4.TRADE SECRETS

4.1Trade 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 him (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 him of the names of business contacts with their addresses, telephone numbers and similar information.

4.2Tangible 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.

4.3Injunctive 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 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

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directly, or indirectly through one or more intermediaries, control or are controlled by or are under common control with any of the foregoing.

5.Compliance with Internal Revenue Code Section 409A.

(a)Unless otherwise expressly provided, any payment of compensation by Company to the Employee, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Employee’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Internal Revenue Code Section 409A (“Code Section 409A”)).  Such amounts shall not be subject to the requirements of subsection (a) above applicable to “nonqualified deferred compensation.”

(b)All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A are intended to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith.  Neither party individually or in combination may accelerate any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A.  In the event that the Employee is determined to be a “key employee” (as defined and determined under Code Section 409A) of Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be paid only after the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) the Employee’s death, consistent with and to the extent necessary to meet the requirements Code Section 409A without the imposition of excise taxes.  Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum on the earliest date permitted under Code Section 409A in order to catch up to the original payment schedule.  Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

(c)Section (b) above shall not apply to that portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Employee’s annualized compensation from the Company for the calendar year immediately preceding the calendar year during which the Date of Termination occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code (the maximum amount of compensation that may be taken into account for purposes of a tax-qualified retirement plan) for the calendar year during which the Date of Termination occurs.

(d)All benefit plans, programs and policies sponsored by the Company are intended to comply with all requirements of Code Section 409A or to be structured so as to be exempt from the application of Code Section 409A.  All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the

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end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

6.MISCELLANEOUS

6.1Severable 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.

6.2Successors 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.

6.3Governing 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.

6.4Headings.  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.

6.5Entire 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 each 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.

6.6Notice.  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 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.

6.7Attorneys’ Fees.  The Company will reimburse the Employee for the reasonable attorney fees incurred in connection with the negotiation of this Agreement.  In the

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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.

6.8Third 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.

6.9Arbitration.  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.

6.10Construction.  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.

6.11Consent to Jurisdiction.  Subject to Section 6.9, 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 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 6.6. 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.

6.12Legal Counsel.  EACH PARTY HEREBY ACKNOWLEDGES THAT IN CONNECTION WITH THIS AGREEMENT IT HAS SOUGHT THE ADVICE OF SUCH

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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 BANK

By:

Authorized Representative

135 N. Los Robles Avenue, 7^th Floor

Pasadena, California 91101

Telecopier Number: (626) 243-1282

Telecopier Number:

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EX-10.3

Exhibit 10.3

AMENDMENT TO

EMPLOYMENT AGREEMENT BETWEEN EAST WEST BANK AND             

WHEREAS, EAST WEST BANK (the “Company”), has previously entered into an Employment Agreement (the “Agreement”) with                    (the “Executive”);

WHEREAS, the Company desires to amend the Agreement as set forth below;

NOW, THEREFORE, the following amendments are hereby adopted effective as of the date set forth below:

1.The definition of “Change of Control” in Section 7.5 of the Agreement is hereby amended to add at the end thereof the following:

Notwithstanding the foregoing, no event shall constitute a Change of Control for purposes of this Plan if it is not a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets thereof, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder.

2.The following Section 8.10 is hereby added to the Agreement:

Section 8.10Compliance with Internal Revenue Code Section 409A.

(a)Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Code Section 409A”).  Such amounts shall not be subject to the requirements of subsection (a) above applicable to “nonqualified deferred compensation.”

(b)All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A are intended to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith.  Neither party individually or in combination may accelerate any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A.  Payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be paid only after the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) the Executive’s death, consistent with and to the extent necessary to meet the requirements Code Section 409A without the imposition of excise taxes.  Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum on the earliest date permitted under Code Section 409A in order to catch up to the original payment schedule.  Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

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(c)Section (b) above shall not apply to that portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under Section 409A because such amount does not exceed the lesser of (1) two hundred percent (200%) of the Executive’s annualized compensation from the Company for the calendar year immediately preceding the calendar year during which the Date of Termination occurs, or (2) two hundred percent (200%) of the annual limitation amount under Code Section 401(a)(17) (the maximum amount of compensation that may be taken into account for purposes of a tax-qualified retirement plan) for the calendar year during which the Date of Termination occurs.

(d)All benefit plans, programs and policies sponsored by the Company are intended to comply with all requirements of Code Section 409A or to be structured so as to be exempt from the application of Code Section 409A.  All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Executive incurs such expenses, and the Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed this       day of                       , 2008.

EAST WEST BANK

By:

EXECUTIVE

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EX-10.4

Exhibit 10.4

EAST WEST BANK 2008
SALARY CONTINUATION PLAN

THIS AGREEMENT is adopted effective this first day of January, 2008, by and between EAST WEST BANK, a state-chartered commercial bank (the “Company”), and                        (the “Executive”).

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive.  The Company shall pay the benefits from its general assets.  To that end, the Company hereby establishes this East-West Bank 2005 Salary Continuation Plan (the “Plan”), previously effective January 1, 2005, and restated effective January 1, 2008.  This Plan is also intended to incorporate the prior Survivor Income Agreement between the Company and the Executive which is hereby amended, restated and superseded in its entirety within this Plan. All previously accrued benefits as well as all future benefits shall be subject to the provisions of this restated Plan which is intended to, and shall be interpreted to, comply in all respects with Code Section 409A and those provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees.”

AGREEMENT

The Company and the Executive agree as follows:

Article 1
Definitions

Whenever used in this Plan, the following words and phrases shall have the meanings specified:

1.1“Administrator”  means the person or persons appointed by the Board to administer the Plan pursuant to Article 6 of the Plan

1.2“Board”  means the Board of Directors of the Company.

1.3“Change in Control” shall mean any of the following events:

(a)The date on which any one person, or any corporation owned by a group of persons that has entered into a merger, acquisition, consolidation, purchase, stock acquisition, asset acquisition, or similar business transaction with the Company, acquires:

(i)Ownership of stock of the Company that, together with any stock previously held by such person or group, constitutes more than fifty percent (50%) of either (1) the total fair market value or (2) the total voting power of the stock of the Company;

(ii)Ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company during the twelve (12) month period ending on the date of such acquisition; or

(iii)Assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) of forty percent (40%) of all of the assets of the Company during the twelve (12) month period ending on the date of such acquisition; provided, however, that any transfer of assets to related parties described in Treasury Regulation § 1.409A-3(i)(5)(vii)(B)(1) shall not constitute a Change of Control.

(b)The date on which a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election.

Notwithstanding the foregoing, no event shall constitute a “Change of Control” for purposes of this Plan if it is not a “change in the ownership or effective control of the” Company, or “in the ownership of a substantial portion of the assets” thereof, within the meaning of Section 409A.

1.4“Code” means the Internal Revenue Code of 1986, as amended.  References to a Code section shall be deemed to be to that section as it now exists and to any successor provision, as interpreted by Treasury regulations and other applicable authorities.

1.5“Disability” shall mean that the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive’s employer.  The Company may require that the Executive submit evidence of such qualification for Disability benefits in order to determine that the Executive is disabled under this Plan.

1.6“Early Involuntary Termination” means that the Executive, prior to Normal Retirement Age, has been notified in writing that employment with the Company is terminated for reasons other than an approved leave of absence, Termination for Cause, Disability or Change in Control.  Early Involuntary Termination shall also be deemed to have occurred if the Executive terminates his or her 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 Plan or any employment agreement between the Company and the Executive or a reduction in base salary; (ii) receipt by the Executive of a notice from the Company that the Company intends to terminate employment under this Plan without cause; (iii) the failure of a successor or assign of the Company’s rights under this Plan to assume the Company’s duties hereunder; (iv) direction of the Executive by the Company to perform any unlawful act; (v) material reduction of Executive’s duties; (vi) a relocation of Executive’s

principal place of employment by more than twenty-five (25) miles by automobile from 415 Huntington Drive, San Marino, California; or (vi) liquidation or dissolution of the Company.

1.7“Early Voluntary Termination” means that the Executive, prior to Normal Retirement Age, has terminated employment with the Company for reasons other than Termination for Cause, Disability, Change in Control or Early Involuntary Termination.

1.8“Normal Retirement Age” means the Executive completing twenty (20) Years of Employment, which shall be                           , and at which time the Executive will have attained approximately age      years and      months.

1.9“Normal Retirement Benefit” means the annual benefit specified in Section 2.1.

1.10“Normal Retirement Date” means the later of the Normal Retirement Age or Termination of Employment.

1.11“Plan Year” means the calendar year.

1.12“Termination for Cause” shall be defined as set forth in Article 5.

1.13“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, which termination satisfies the applicable standard for a “separation from service” under Code Section 409A.

1.14“Years of Employment” means the total number of twelve (12) month periods during which the Executive has been employed on a full-time basis by the Company or EWBC, inclusive of any leave of absence approved by the Company.

Article 2
Lifetime Benefits

2.1Normal Retirement Benefit.  Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Plan.

2.1.1Amount of Benefit.  The annual benefit under this Section 2.1 is                    ($             ).  However, if the Executive remains in the full-time employment of the Company beyond Normal Retirement Age, this Normal Retirement Benefit shall increase eight percent (8%) per year until the earlier of the Executive’s: a) Termination of Employment; or b) attainment of twenty-five (25) Years of Employment.  The Company’s Board of Directors, in its sole discretion, may increase the annual benefit under this Section 2.1.1 prior to Normal Retirement Age; however, an increase shall require the recalculation of Schedule A.

2.1.2Normal Form of Payment of Benefit.  The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments, commencing with the month following the Executive’s Termination of Employment, paying the annual benefit to the Executive until the Executive attains age eighty (80).  Notwithstanding the foregoing or any other provision of the Plan, in the event that at the time of payout any stock of the Company is

publicly traded on an established securities market and the Executive is a “key employee” (as defined in Code Section 416(i) (without regard to paragraph (5) thereof)) of the Company, payment of benefit shall commence no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following the Executive’s Termination of Employment, or (ii) the Executive’s death, consistent with the provisions of Code Section 409A and applicable Treasury regulations.  Any installments delayed by reason of the prior sentence shall be paid in a single lump sum on the earliest date permitted under Code Section 409A.  Commencing on the first anniversary of the first benefit payment, and continuing on each subsequent anniversary, the Company will increase the benefit by three percent (3%).

2.1.3Alternate Form of Payment of Benefit.  As an alternative to the method of payment set forth in Section 2.1.2 above, the Executive may elect, no later than (a) December 31, 2008, or (b) the date on which the Executive first enters into the Plan, to have the Company pay the present value of the Normal Retirement Benefit to the Executive in a single lump sum payment either (a) in the month following the Executive’s attaining Normal Retirement Age or (b) in the month following the Executive’s Termination of Employment, if later.   If the Executive has already qualified for Normal Retirement as of December 31, 2008, the Executive shall be entitled to elect to receive the benefit in the form of a single lump sum payment in January 2009.  For purposes of determining the lump sum benefit, the present value shall be calculated in the same manner as the Company accrues the benefit on the books of the Company.

2.2Early Voluntary Termination Benefit.  Upon an Early Voluntary Termination prior to the Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Plan.

2.2.1Amount of Benefit.  The benefit under this Section 2.2 is the annual Early Voluntary Termination Installment as defined and set forth on Schedule A for the month ending immediately prior to the Termination of Employment, determined by zero vesting until the Executive completes fifteen (15) Years of Employment and then vesting the Executive in one hundred percent (100%) of the Accrual Balance as defined and set forth on Schedule A.  This benefit set forth on Schedule A is determined by calculating a stream of payments that will increase pursuant to Section 2.2.3 and is based on the Accrual Balance, the initial payment sized with the intent to exhaust the Accrual Balance upon the Executive’s attaining age eighty (80), assuming interest is credited on the unpaid balance at an annual rate of eight percent (8%), compounded monthly.  An increase in the annual benefit under Section 2.1.1 prior to Normal Retirement Age shall require the recalculation of this benefit on Schedule A.

2.2.2Payment of Benefit.  The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the month following the Executive’s attaining Normal Retirement Age, paying the annual benefit to the Executive until the Executive attains age eighty (80), unless the Executive has elected under Section 2.1.3 to receive the Normal Retirement Benefit in a single lump sum payment, in which case the Company shall pay the benefit in a single lump sum in the month following the Executive’s attaining Normal Retirement Age.  Notwithstanding the foregoing, commencement of payments shall comply with Code Section 409A as specified in Section 2.1.2.

2.2.3Benefit Increases.  Benefit payments will be increased as provided in Section 2.1.3.

2.3Early Involuntary Termination Benefit.  Upon an Early Involuntary Termination prior to the Executive’s attaining Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Plan.

2.3.1Amount of Benefit.  The benefit under this Section 2.3 is the Early Involuntary Termination Lump Sum, as defined and set forth on Schedule A, for the month ending immediately prior to the date in which Termination of Employment occurs, determined by vesting the Executive in one hundred percent (100%) of said Accrual Balance, as defined and set forth on Schedule A.  An increase in the annual benefit under Section 2.1.1 would require the recalculation of this benefit on Schedule A.

2.3.2Payment of Benefit.  The Company shall pay the benefit under this Section 2.3 to the Executive in a lump sum within thirty (30) days following Termination of Employment.  Notwithstanding the foregoing, commencement of payments shall comply with Code Section 409A as specified in Section 2.1.2.

2.4Disability Benefit.  If the Executive terminates employment due to Disability prior to attaining Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Plan.

2.4.1Amount of Benefit.  The benefit under this Section 2.4 is one hundred percent (100%) of the accrued benefit described in Section 2.1.1 based on generally accepted accounting principles and reasonable actuarial assumptions as determined by the Company.  An increase in the annual benefit under Section 2.1.1 prior to the Executive’s attaining Normal Retirement Age shall require the recalculation of this Disability benefit or alternative Disability benefit on Schedule A.

2.4.2Payment of Benefit.  The Company shall pay the annual benefit determined under this Section 2.4 to the Executive in twelve (12) equal monthly installments commencing with the month following the Termination of Employment, paying the annual benefit to the Executive until the Executive attains age eighty (80).  Notwithstanding the foregoing, commencement of payments shall comply with Code Section 409A as specified in Section 2.1.2., unless the Executive has elected under Section 2.1.3 to receive the Normal Retirement Benefit in a single lump sum payment, in which case the Company shall pay the benefit in a single lump sum in the month following the Executive’s Termination of Employment by reason of Disability.

2.4.3Benefit Increases.  Benefit payments will be increased as provided in Section 2.1.3.

2.5Change in Control Benefit.  Upon a Change in Control, the Company shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Plan.

2.5.1Amount of Benefit.  The benefit under this Section 2.5 is the present value of the Normal Retirement Benefit, determined by vesting the Executive in the Normal

Retirement Benefit set forth in Section 2.1.1 as if the Normal Retirement Age had been reached as of the date of the Change in Control.

2.5.2Payment of Benefit.  The Company shall pay the benefit determined under this Section 2.5 to the Executive in a lump sum within thirty (30) days following Change in Control.  The Executive will receive the present value of the Normal Retirement Benefit (as such payments would be increased as provided in Section 2.5.3 were the lump sum election not made), using an eight percent (8%) discount rate, payable in a lump sum in compliance with all requirements of Code Section 409A, including as provided in Section 2.1.2.

2.5.3Benefit Increases.  Benefit payments will be increased as provided in Section 2.1.3.

2.5.4Internal Revenue Service Section 280G Gross Up.  If, as a result of a Change in Control, the Executive becomes entitled to acceleration of benefits under this Plan or under any other benefit, compensation or incentive plan or arrangement with the Company (collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Section 280G and Section 4999 of the Internal Revenue Code (the “Excise Tax”), the Company shall pay to the Executive the following additional amounts, consisting of (a) a payment equal to the Excise Tax payable by the Executive on the Total Benefits under Section 4999 of the Internal Revenue Code (the “Excise Tax Payment”), and (b) a payment equal to the amount necessary to provide the Excise Tax payment net of all income, payroll and excise taxes (the “Gross-up Payment”).  Payment of the additional amounts described in clauses (a) and (b) shall be made during the first calendar quarter of the Plan Year following the Plan Year in which the Change in Control occurs, subject to compliance with all requirements of Code Section 409A, including as provided in Section 2.1.2.   For the avoidance of doubt, in no event shall any Excise Tax payment or Gross-up Payment be paid later than the end of the calendar year following the year in which the Executive remits the related taxes to applicable taxing authorities in compliance with Code Section 409A.

Article 3
Death Benefits

3.1Death During Active Service.  If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary a lump sum benefit equal to                                   , payable within the first ninety (90) days following the Participant’s death.

3.2Death After Termination of Employment.  If the Executive dies after Termination of Employment for any reason, the Company shall pay to the Executive’s beneficiary a lump sum benefit equal to the accrued liability for the benefits payable under Section 2.1 on the books of the Company, which amount should be equal to the present value of the remaining benefits to be paid to the Executive.  Such lump sum benefit shall be paid within the first ninety (90) days following the Participant’s death.

Article 4
Beneficiaries

4.1Beneficiary Designations.  The Executive shall designate a beneficiary by filing a written designation with the Company.  The Executive may revoke or modify the designation at any time by filing a new designation.  However, designations will only be effective if signed by the Executive and received by the Company during the Executive’s lifetime.  The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved.  If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.

4.2Facility of Payment.  If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person.  The Company may require proof of incompetence, minority or guardianship, as it may deem appropriate, prior to distribution of the benefit.  Such distribution shall completely discharge the Company from all liability with respect to such benefit.

Article 5
General Limitations

5.1Termination for Cause.  Notwithstanding any provision of this Plan to the contrary, the Company shall not pay any benefit under this Plan if the Company terminates the Executive’s employment for cause prior to the Executive completing fifteen (15) Years of Service and prior to a Change in Control if, but only if, such termination shall result solely from (i) the Executive’s continued and willful failure or refusal to substantially perform his or her duties in accordance with the terms of the Plan and shall have been approved by two-thirds (66.66% rounded up to the next whole person) of the Board (excluding the Executive); provided, however, that the Executive 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 Executive shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) Executive being subject to removal proceedings brought by a bank regulatory authority; or (iii) Executive being formally charged with a felony involving embezzlement, theft, or other similar willful property crime against the Company; provided, however, that in the case of clause (ii) above, if the removal proceeding is unsuccessful, or in the case of clause (iii) above, if Executive is not convicted of the felony, Executive shall not be treated as having been terminated “for cause” and shall be entitled to prompt payment of all amounts described in Section 2.3.  For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company.

Article 6
Administration & Claims Review

6.1Administration. The Plan shall be administered by the Administrator, which shall have the exclusive right and full discretion (i) to interpret the Plan, (ii) to decide any and all matters arising hereunder (including the right to remedy possible ambiguities, inconsistencies, or admissions), (iii) to make, amend and rescind such rules as it deems necessary for the proper administration of the Plan and (iv) to make all other determinations and resolve all questions of fact necessary or advisable for the administration of the Plan, including determinations regarding eligibility for benefits payable under the Plan.  All interpretations of the Administrator with respect to any matter hereunder shall be final, conclusive and binding on all persons affected thereby.  No member of the Administrator shall be liable for any determination, decision, or action made in good faith with respect to the Plan.  The Company will indemnify and hold harmless the members of the Administrator from and against any and all liabilities, costs, and expenses incurred by such persons as a result of any act, or omission, in connection with the performance of such persons’ duties, responsibilities, and obligations under the Plan, other than such liabilities, costs, and expenses as may result from the bad faith, willful misconduct, or criminal acts of such persons

6.2Claims Procedure.  The Executive, or after the executive’s death the beneficiary may file a written claim with the Administrator setting forth the nature of the benefit claimed, the amount thereof, and the basis for claiming entitlement to such benefit.  The Administrator shall determine the validity of the claim and communicate a decision to the claimant promptly and, in any event, not later than ninety (90) days after the date of the claim. The claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within such period.  Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial, (ii) specific reference to any provisions of the Plan (including any internal rules, guidelines, protocols, criteria, etc.) on which the denial is based, (iii) description of any additional material or information that is necessary to process the claim, and (iv) an explanation of the procedure for further reviewing the denial of the claim and shall include an explanation of the claimant’s right to pursue legal action in the event of an adverse determination on review.

(a)Review Procedure.  Within sixty (60) days after the receipt of a denial on a claim, a claimant or his/her authorized representative may file a written request for review of such denial.  Such review shall be undertaken by the Administrator and shall be a full and fair review.  The claimant shall have the right to review all pertinent documents.  The claimant may submit written comments, documents, records and other information relating to the claim for benefits, and such information shall be taken into account for purposes of the review without regard to whether such information was submitted or considered in the initial benefit determination.  The Administrator shall issue a decision not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances require a longer period of time for processing, in which case written notice of the extension, indicating the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review, shall be furnished to the claimant prior to the termination of the initial 60-day period.  In no event shall such extension exceed a period of sixty (60) days from

the end of the initial period.  The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant, with specific reference to any provisions of the Plan on which the decision is based.

Article 7
Amendments and Termination

This Plan may be amended or terminated only by a written agreement signed by the Company and the Executive, except that no such amendment or termination may reduce an Executive’s accrued benefit, or accelerate distributions in violation of Code Section 409A, and any amendment must be in compliance with the requirements of Code Section 409A.  If the Company terminates the Plan, amounts accrued shall be paid in accordance with the provisions of the Plan prior to the termination.

Article 8
Miscellaneous

8.1Binding Effect.  This Plan shall bind the Executive and the Company, and their successors, beneficiaries, survivors, executors, administrators and transferees.  The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Plan.  Upon the occurrence of such event, the term “Company” as used in this Plan shall be deemed to refer to the successor or survivor company.

8.2No Guarantee of Employment.  This Plan is not an employment policy or contract and does not alter in any way the employment relationship between the Executive and the Company.  It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive.  It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Non-Transferability.  The benefits provided under this Plan may not be alienated, transferred, assigned, pledged or hypothecated by any person, at any time, or to any person whatsoever.  Those benefits shall be exempt from the claims of creditors or other claimants of the Executive or beneficiary and from all orders, decrees, levies, garnishment or executions to the fullest extent allowed by law.

8.4Tax Withholding.  The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.

8.5Applicable Law.  The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.  In the event any provision of, or legal issue relating to, this Plan is not fully preempted by ERISA, such issue or provision shall be governed by the laws of the State of California.

8.6Unfunded Arrangement.  The benefits paid under this Plan shall be paid from the general funds of the Company, and the Executive and any beneficiary shall be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder.  Any insurance purchased by the Company on the Executive’s life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim. At its discretion, the Company may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan.  Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors.  Benefits paid to the Participant from any such trust or trusts shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.

8.7Entire Agreement.  This Plan constitutes the entire agreement between the Company and the Executive as to the subject matter hereof.  No rights are granted to the Executive by virtue of this Plan other than those specifically set forth herein.

IN WITNESS WHEREOF, the Executive and the Company have signed this Agreement.

EXECUTIVE:	COMPANY:
	EAST-WEST BANK
	By:
	Title: