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

Date of Report (Date of earliest event reported): November 14, 2014

CU BANCORP

(Exact name of registrant as specified in its charter)

California	001-35683	90-0779788
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification No.)
15821 Ventura Boulevard, Suite 100- Encino, CA		91436
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 257-7700

(Former name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On June 2, 2014, CU Bancorp, California United Bank and 1^st Enterprise Bank entered into an Agreement and Plan of Merger, which was amended on August 14, 2014 pursuant to Amendment No. 1 to Agreement and Plan of Merger (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, it is proposed that CU Bancorp will acquire 1st Enterprise by merging 1st Enterprise Bank with and into California United Bank (the “Merger”), with California United Bank surviving the Merger and continuing commercial bank operations of the combined bank under its California charter and as the wholly-owned bank subsidiary of CU Bancorp. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Registration Statement on Form S-4 of CU Bancorp, as filed with the Securities and Exchange Commission on August 20, 2014 (the “S-4”), which is incorporated herein by reference.

On November 14, 2014, the parties to the Merger Agreement entered into Amendment No. 2 to Agreement and Plan of Merger, by and among CU Bancorp, California United Bank and 1^st Enterprise Bank (“Amendment No. 2”), to clarify that, in accordance with the terms of the Merger Agreement, dissenting shareholders of 1^st Enterprise Bank, if any, will be paid for their shares of 1^st Enterprise Bank by California United Bank and/or CU Bancorp. No other changes to the Merger Agreement were made by Amendment No. 2. A copy of Amendment No. 2 is attached to this Form 8-K as Exhibit 2.2.

On November 14, 2014, CU Bancorp and California United Bank waived the closing condition, set forth in Section 9.2.8(i) of the Merger Agreement, which required that dissenters’ rights shall not have been exercised and perfected by in excess of five percent (5%) of 1^st Enterprise Bank’s outstanding shares of common stock.

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

On November 14, 2014, the CU Bancorp 2007 Equity and Incentive Plan was amended and restated to: (i) permit the grant of performance-based awards that are not subject to the deduction limitations of Section 162(m) of the Internal Revenue Code, including both equity compensation awards and cash bonus payments, (ii) prohibit the repricing of previously granted options; (iii) eliminate a provision in the plan that provides for an automatic annual increase in the shares of common stock available for awards under the plan; and (iv) extend the term of the plan to July 31, 2024. A copy of the Amended and Restated CU Bancorp 2007 Equity and Incentive Plan is included herewith as Exhibit 10.1 (which is incorporated by reference to Exhibit 10.6 to the S-4). The Plan was approved by CU Bancorp’s shareholders at CU Bancorp’s Annual Meeting on November 14, 2014. Please see Item 5.07 of this Form 8-K for more information.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of CU Bancorp was held on November 14, 2014. As of October 8, 2014, the record date for the Annual Meeting, there were 11,231,801 shares of CU Bancorp common stock outstanding. At the Annual Meeting, 10,457,467 shares of CU Bancorp common stock, or approximately 93.11% of the eligible voting shares, were represented either in person or by proxy. At the Annual Meeting, the shareholders of CU Bancorp voted on the proposals described below, all of which were approved:

1. Approval of the Merger Agreement and the Merger. To approve the Agreement and Plan of Merger, dated June 2, 2014, as amended, by and among CU Bancorp, California United Bank and 1st Enterprise Bank, pursuant to which: (a) CU Bancorp will acquire 1st Enterprise by merging 1st Enterprise with and into California United Bank, with California United Bank surviving the merger and continuing commercial bank operations of the combined bank under its California charter and as the wholly-owned bank subsidiary of CU Bancorp, (b) CU Bancorp will issue shares of its common stock and preferred stock pursuant to the terms of the merger agreement; and (c) CU Bancorp will adopt the 1st Enterprise 2006 Stock Incentive Plan, as amended, as its own equity plan and all stock options granted by 1st Enterprise thereunder (other than stock options held by certain founders of 1st Enterprise) will thereafter be exercisable for CU Bancorp common stock on substantially the same terms but adjusted to reflect the exchange ratio set forth in the merger agreement.

This proposal was approved by the votes indicated below.

Shares Voted For	Shares Voted Against	Shares Abstained	Broker Non-Votes
8,271,188	14,150	10,517	2,161,612

2. Adjournment. To approve any adjournment or postponement of the CU Bancorp annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the merger agreement or for any other legally permissible purpose.

This proposal was approved by the votes indicated below.

Shares Voted For	Shares Voted Against	Shares Abstained	Broker Non-Votes
9,935,271	299,140	41,479	181,577

3. Election of Directors. To elect the eleven (11) nominees named below to the CU Bancorp board of directors to serve until the 2015 annual meeting of shareholders and until their successors are elected and have qualified. The nominees were elected to serve as directors and received the number of votes set forth opposite their respective names:

	Shares Voted For		Withheld		Broker Non-Votes
Roberto E. Barragan		7,652,921		642,934		2,161,612
Kenneth L. Bernstein		8,213,112		82,743		2,161,612
Kenneth J. Cosgrove		8,265,812		30,043		2,161,612
Eric S. Kentor		8,266,859		28,996		2,161,612
Robert C. Matranga		8,221,931		73,924		2,161,612
David I. Rainer		8,265,112		30,743		2,161,612
Roy A. Salter		8,213,112		82,743		2,161,612
Daniel F. Selleck		8,161,431		131,424		2,161,612
Lester M. Sussman		8,273,612		22,243		2,161,612
Charles H. Sweetman		7,624,633		671,222		2,161,612
Anne A. Williams		8,257,678		38,177		2,161,612

4. Approval of Amendments to and Restatement of CU Bancorp 2007 Equity and Incentive Plan. To approve an amendment of and restatement to the CU Bancorp 2007 Equity and Incentive Plan to: (i) permit the grant of performance-based awards that are not subject to the deduction limitations of Section 162(m) of the Internal Revenue Code, including both equity compensation awards and cash bonus payments, (ii) prohibit the repricing of previously granted options; (iii) eliminate a provision in the plan that provides for an automatic annual increase in the shares of common stock available for awards under the plan; and (iv) extend the term of the plan to July 31, 2024.

This proposal was approved by the votes indicated below.

Shares Voted For	Shares Voted Against	Shares Abstained	Broker Non-Votes
7,356,204	852,150	87,501	2,161,612

5. Ratification of Accountants. To ratify the selection of McGladrey LLP to serve as the independent registered public accounting firm for CU Bancorp for 2014.

This proposal was approved by the votes indicated below.

Shares Voted For	Shares Voted Against	Shares Abstained	Broker Non-Votes
10,392,957	37,537	26,973	0

6. Transaction of Other Business. To approve and ratify such other business as may properly come before the CU Bancorp annual meeting and any adjournment or adjournments thereof.

This proposal was approved by the votes indicated below.

Shares Voted For	Shares Voted Against	Shares Abstained	Broker Non-Votes
8,624,232	1,743,969	89,263	0

Item 8.01 Other Events.

On November 14, 2014, 1^st Enterprise Bank held its annual meeting of shareholders, at which the common and preferred shareholders of FENB approved the Merger Agreement and the Merger. In light of the fact that the shareholders of CU Bancorp have also approved the Merger Agreement and the Merger, as described under Item 5.07 of this Form 8-K, all required shareholder approvals have been obtained in connection with the Merger. The parties plan to consummate the Merger on or about November 30, 2014. CU Bancorp issued a press release on November 14, 2014, announcing the receipt of these shareholder approvals, a copy which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith.

2.1	Agreement and Plan of Merger, dated as of June 2, 2014, by and among CU Bancorp, California United Bank and 1st Enterprise Bank, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated August 14, 2014. (2)
2.2	Amendment No. 2 to Agreement and Plan of Merger among CU Bancorp, California United Bank and 1st Enterprise Bank, dated November 14, 2014. (1)
10.1	CU Bancorp 2007 Equity and Incentive Plan, as amended and restated on July 31, 2014. (3)
99.1	Press release of CU Bancorp, dated November 14, 2014. (1)

(1) Filed herewith.

(2) Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 of CU Bancorp, filed with the Securities and Exchange Commission on August 20, 2014.

(3) Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 of CU Bancorp, filed with the Securities and Exchange Commission on August 20, 2014.

Forward-Looking Statements

This report contains certain forward-looking information about CU Bancorp, 1^st Enterprise Bank, and the combined company after the close of the transaction that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of CU Bancorp, 1^st Enterprise Bank and the combined company. Forward-looking statements speak only as of the date they are made and we assume no duty to update such statements. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by CU Bancorp with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to: lower than expected revenues; credit quality deterioration or a reduction in real estate values which could cause an increase in the allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the ability to complete the proposed transaction, or any future transaction, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies, in each case within expected time-frames or at all; the possibility that personnel changes will not proceed as planned; the possibility that the cost of additional capital may be more than expected; the possibility that a change in the interest rate environment may reduce net interest margins; asset/liability re-pricing risks and liquidity risks; general economic conditions, either nationally or in the market areas in which the entities operate or anticipate doing business, are less favorable than expected; and environmental conditions, including natural disasters, may disrupt business, impede operations, or negatively impact the values of collateral securing loans.

Additional Information About the Proposed Transaction with 1^st Enterprise Bank and Where to Find It

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities. Investors and security holders are urged to carefully review and consider each of CU Bancorp’s public filings with the SEC, including but not limited to the S-4, its annual reports on Form 10-K, proxy statements, current reports on Form 8-K and quarterly reports on Form 10-Q. The documents filed by CU Bancorp with the SEC may be obtained free of charge at CU Bancorp’s website at www.cubancorp.com or at the SEC website at www.sec.gov. These documents may also be obtained free of charge from CU Bancorp by directing a request to: CU Bancorp c/o California United Bank, 15821 Ventura Boulevard, Suite 100, Encino, CA 91436. Attention: Investor Relations. Telephone 818-257-7700. The information on CU Bancorp’s website is not, and shall not be deemed to be, a part of this filing or incorporated into other filings CU Bancorp makes with the SEC.

In connection with the proposed merger of California United Bank with 1^st Enterprise Bank, CU Bancorp filed the S-4 with the SEC to register the shares of CU Bancorp common stock to be issued to shareholders of 1^st Enterprise Bank. The S-4 includes a joint proxy statement of CU Bancorp and 1^st Enterprise Bank and a prospectus of CU Bancorp. Before making any investment decision, investors and security holders of CU Bancorp and 1^st Enterprise Bank are urged to carefully read the entire S-4 and joint proxy statement/prospectus, as well as any amendments or supplements to these documents, because they contain important information about the proposed transaction. Investors and security holders are able to obtain the S-4 and the joint proxy statement/prospectus free of charge from the SEC’s website or from CU Bancorp by writing to the address provided in the paragraph above.

SIGNATURES

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.

November 17, 2014	CU BANCORP
		/s/ Anita Wolman
		Anita Wolman
		Executive Vice President, General
		Counsel & Corporate Secretary

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of June 2, 2014, by and among CU Bancorp, California United Bank and 1st Enterprise Bank, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated August 14, 2014. (2)
2.2	Amendment No. 2 to Agreement and Plan of Merger among CU Bancorp, California United Bank and 1st Enterprise Bank, dated November 14, 2014. (1)
10.1	CU Bancorp 2007 Equity and Incentive Plan, as amended and restated on July 31, 2014. (3)
99.1	Press release of CU Bancorp, dated November 14, 2014. (1)

(1) Filed herewith.

(2) Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 of CU Bancorp, filed with the Securities and Exchange Commission on August 20, 2014.

(3) Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 of CU Bancorp, filed with the Securities and Exchange Commission on August 20, 2014.

EX-2.2

Exhibit 2.2

AMENDMENT NO. 2

TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 14, 2014, by and among CU Bancorp, a California corporation (“CUNB”), California United Bank, a California state-chartered commercial bank (“CUB”), and 1^ST Enterprise Bank, a California state-chartered commercial bank (“FENB”), is made with reference to the following:

RECITALS

WHEREAS, CUNB, CUB and FENB have entered into that certain Agreement and Plan of Merger, dated as of June 2, 2014, as amended on August 14, 2014 (collectively, the “Agreement”);

WHEREAS, among other things, the Agreement reflects that certain holders of FENB Common Stock may have dissenters’ rights under the applicable provisions of the CGCL;

WHEREAS, the parties desire to clarify that all dissenters’ rights of holders of FENB Common Stock payable under the CGCL from and after the Effective Time will be assumed by and be an obligation of and be paid by CUB and/or CUNB;

NOW, THEREFORE, in consideration of the premises, and of the covenants and agreements contained herein, the parties hereto agree, effective as of the date of this Amendment, as follows:

AGREEMENT

1. Defined Terms. Except as expressly defined in this Amendment, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement.

2. Amendment Regarding Dissenters’ Rights. The following is hereby added as Section 3.5.4 to the Agreement:

“3.5.4 Notwithstanding anything in this Agreement to the contrary, CUB and/or CUNB shall pay, as and when due, all obligations owed to holders of FENB Dissenting Shares out of the assets of CUB and/or CUNB as of immediately prior to the Effective Time.”

3. Due Execution.

(a) FENB represents and warrants to CUNB and CUB that: (i) this Amendment has been authorized by all necessary corporate action on the part of FENB; and (ii) this Amendment has been duly and validly executed and delivered by FENB, and, subject to the due and valid execution and delivery of this Amendment by CUNB and CUB, constitutes the valid and binding obligation of FENB, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity and Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable to FENB).

(b) Each of CUNB and CUB represents and warrants to FENB that: (i) this Amendment has been authorized by all necessary corporate action on the part of CUNB and CUB; and (ii) this Amendment has been duly and validly executed and delivered by CUNB and CUB, and, subject to the due and valid execution and delivery of this Amendment by FENB, constitutes the valid and binding obligation of CUNB and CUB, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity and Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable to CUB).

4. No Further Amendment. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect.

5. Counterparts. This Amendment may be executed in one or more counterparts all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties. A facsimile or other electronic copy of a signature page shall be deemed to be an original signature page.

[signature page immediately follows]

IN WITNESS WHEREOF, CUNB, CUB, and FENB have caused this Amendment to be executed by their duly authorized officers as of the date first set forth above.

CU BANCORP
By:	/s/ David I. Rainer

Name:	David I. Rainer
Title:	President and Chief Executive Officer

By: /s/ Anita Y. Wolman

Name:	Anita Y. Wolman
Title:	Corporate Secretary
CALIFORNIA UNITED BANK

By: /s/ David I. Rainer

Name:	David I. Rainer
Title:	President and Chief Executive Officer

By: /s/ Anita Y. Wolman

Name:	Anita Y. Wolman
Title:	Corporate Secretary
1st ENTERPRISE BANK

By: /s/ David Holman

Name:	David Holman
Title:	Chairman of the Board

By: /s/ K. Brian Horton

Name:	K. Brian Horton
Title:	President and Assistant Secretary

EX-99.1

Exhibit 99.1

SHAREHOLDERS OF CU BANCORP AND 1^ST ENTERPRISE BANK APPROVE MERGER OF 1^ST ENTERPRISE BANK INTO CALIFORNIA UNITED BANK

Encino CA. - November 17, 2014 – CU Bancorp (NASDAQ-CUNB) today announced that at its Annual Meeting of Shareholders held on November 14, 2014 its shareholders approved the Agreement and Plan of Merger dated June 2, 2014, as amended and the merger of 1^st Enterprise Bank (OTCQB-FENB) with and into CU Bancorp’s wholly owned subsidiary California United Bank, with California United Bank as the surviving bank (“Merger”). Also on November 14, 2014, at the 1^st Enterprise Bank Annual Meeting of Shareholders the shareholders of 1^st Enterprise Bank overwhelmingly approved the Merger.

CU Bancorp shareholders representing 73.6% of the outstanding shares voted in favor of the Merger. Of those voting on the Merger, 99.7% of the shares voted in favor of the Merger. 1^st Enterprise Bank shareholders representing 83.3% of the outstanding shares voted in favor of the Merger. Of those voting on the merger 99.9% voted in favor of the Merger. The U.S. Treasury which is the sole holder of the 1^st Enterprise Non-Cumulative Perpetual Preferred Stock, Series D also voted in favor of the Merger.

At closing, shareholders of 1^st Enterprise will receive a fixed exchange ratio of 1.3450 shares of CU Bancorp common stock for each share of 1^st Enterprise common stock. Based on the CU Bancorp stock price as of November 13, 2014 of $19.53, total consideration for each 1^st Enterprise share would be equivalent to $26.27.

All necessary regulatory approvals for the Merger have been received and the transaction is expected to close on or about November 30, 2014.

Shareholders of CU Bancorp also voted in favor of re-election of the existing Board of Directors and in favor of an amendment and restatement of the CU Bancorp Equity and Incentive Plan to: 1) permit the grant of performance based awards that are not subject to the deduction limitations of Section 162(m) of the Internal Revenue Code, 2) prohibit the re-pricing of previously granted options, 3) eliminate a provision of the plan that provides for an automatic annual increase in the shares of common stock available for awards under the plan and 4) extend the term of the plan to July 31, 2024.

About CU Bancorp and California United Bank

CU Bancorp is the parent of California United Bank. Founded in 2005, California United Bank provides a full range of financial services, including credit and deposit products, cash management, and internet banking to businesses, non-profits, entrepreneurs, professionals and investors throughout Southern California from offices in the San Fernando Valley, the

Santa Clarita Valley, the Conejo Valley, Simi Valley, Los Angeles, South Bay, and Orange County. California United Bank is an SBA Preferred Lender. To view CU Bancorp’s most recent financial information, please visit the Investor Relations section of the Company’s Web site. Information on products and services may be obtained by calling (818) 257-7700 or visiting the Company’s Web site at www.cunb.com.

ABOUT 1^ST ENTERPRISE BANK

Founded in 2006, 1st Enterprise Bank is a full service independent commercial banking institution, whose highly experienced bankers personally serve Southern California entrepreneurial businesses, professional firms and nonprofit organizations, along with their owners and key managers. Headquartered in the Los Angeles financial district, with full service regional banking offices in Irvine and Ontario and an LPO in Woodland Hills, 1st Enterprise Bank offers a full range of credit and depository services, with special emphasis on superior customer service, sophisticated cash management services and direct access to bank decision makers. Customers work directly with a dedicated Relationship Manager, a seasoned professional who understands their unique challenges serving as a sounding board and an active participant in their client’s success. For more information on 1st Enterprise Bank, please visit www.1stenterprisebank.com.

Additional Information About the Proposed Transaction with 1^st Enterprise Bank and Where to Find It

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities. Investors and security holders are urged to carefully review and consider each of CU Bancorp’s public filings with the SEC, including but not limited to the S-4, its annual reports on Form 10-K, proxy statements, current reports on Form 8-K and quarterly reports on Form 10-Q. The documents filed by CU Bancorp with the SEC may be obtained free of charge at CU Bancorp’s website at www.cubancorp.com or at the SEC website at www.sec.gov. These documents may also be obtained free of charge from CU Bancorp by directing a request to: CU Bancorp c/o California United Bank, 15821 Ventura Boulevard, Suite 100, Encino, CA 91436. Attention: Investor Relations. Telephone 818-257-7700. The information on CU Bancorp’s website is not, and shall not be deemed to be, a part of this filing or incorporated into other filings CU Bancorp makes with the SEC.

In connection with the proposed merger of California United Bank with 1^st Enterprise Bank, CU Bancorp filed the Form S-4 with the SEC to register the shares of CU Bancorp common stock to be issued to shareholders of 1^st Enterprise Bank. The S-4 includes a joint proxy statement of CU Bancorp and 1^st Enterprise Bank and a prospectus of CU Bancorp. Before making any investment decision, investors and security holders of CU Bancorp and 1^st Enterprise Bank are urged to carefully read the entire S-4 and joint proxy statement/prospectus, as well as any amendments or supplements to these documents, because they contain important information about the proposed transaction. Investors and

security holders are able to obtain the S-4 and the joint proxy statement/prospectus free of charge from the SEC’s website or from CU Bancorp by writing to the address provided in the paragraph above.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking information about CU Bancorp, 1^st Enterprise Bank, and the combined company after the close of the transaction that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of CU Bancorp, 1^st Enterprise Bank, and the combined company. Forward-looking statements speak only as of the date they are made and we assume no duty to update such statements. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by CU Bancorp with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to: lower than expected revenues; credit quality deterioration or a reduction in real estate values which could cause an increase in the allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the ability to complete the proposed transaction, or any future transaction, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies, in each case within expected time-frames or at all; the possibility that personnel changes will not proceed as planned; the possibility that the cost of additional capital may be more than expected; the possibility that a change in the interest rate environment may reduce net interest margins; asset/liability re-pricing risks and liquidity risks; general economic conditions, either nationally or in the market areas in which the entities operate or anticipate doing business, are less favorable than expected; and environmental conditions, including natural disasters, may disrupt business, impede operations, or negatively impact the values of collateral securing loans.

CONTACT:

CU Bancorp

David Rainer, CEO

(818) 257-7700

Karen Schoenbaum, CFO

(818) 257-7700

1^st Enterprise Bank

David Holman, Chairman of the Board

(949) 399-5075