Exhibit 4.2


 


NEITHER THESE SECURITIES
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THESE SECURITIES AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES IN A
MANNER THAT COMPLIES WITH THE SECURITIES ACT.


 


EAST WEST BANCORP, INC.


 


ADDITIONAL INVESTMENT RIGHT


 


Date of Original Issuance: March 1, 2004


 


East West Bancorp, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for
value received, Perseverance, LLC or its registered assigns (the “Holder”),
is entitled to purchase from the Company up to a total of 101,428 shares of
Common Stock (as defined below) (such shares, the “Additional Investment Right Shares”).  This Additional Investment Right (“Additional
Investment Right”) may be exercised from time to time and at any
time in whole or in part prior to the Expiration Date and is subject to the
terms and conditions set forth below.


 


1.                                       Definitions.  As used in this Additional Investment Right,
the following terms shall have the respective definitions set forth in this
Section.  Capitalized terms that are
used and not defined in this Additional Investment Right that are defined in
the Purchase Agreement (as defined below) shall have the respective definitions
set forth in the Purchase Agreement.


 


(a)                                  “Business
Day” means any day except Saturday, Sunday and any day that is a
federal legal holiday in the United States or a day on which banking
institutions in the State of New York are authorized or required by law or
other government action to close.


 


(b)                                 “Common Stock”
means the common stock of the Company, $0.001 par value per share,
and any securities into which such common stock may be hereafter reclassified.


 


(c)                                  “Expiration
Date” means the 90th Trading Day after the Trigger Date,
plus one additional day for each day following the Trigger Date and prior to
the Expiration Date on which (i) the Registration Statement is not effective or
the prospectus thereunder is not


 

















 


available for use
by the Holder to resell registrable securities or (ii) trading in the Common
Stock is suspended by any Trading Market or the Commission.


 


(d)                                 “Exercise
Price” means $49.2962, subject to adjustment in accordance with
Section 9 hereof.


 


(e)                                  “Purchase
Agreement” means the Securities Purchase Agreement dated as of the
date of this Additional Investment Right to which the Company and the original
Holder are parties.


 


(f)                                    “Trading
Day” means (i) a day on which the Common Stock is traded on a
Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock
is not listed on a Trading Market (other than the OTC Bulletin Board), a day on
which the Common Stock is traded in the over-the-counter market, as reported by
the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC
Bulletin Board, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not
listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
shall mean a Business Day.


 


(g)                                 “Trigger
Date” means the 90th day following the date of issuance
of this Additional Investment Right.


 


2.                                       Registration
of Additional Investment Right.  The
Company shall register this Additional Investment Right upon records to be
maintained by the Company for that purpose (the “Additional Investment Right Register”),
in the name of the record Holder hereof from time to time.  The Holder agrees that it may not transfer
this Additional Investment Right as to more than the number of Additional
Investment Right Shares then outstanding as shown on the most updated
Additional Investment Right Exercise Log, and any purported transfer in excess
of such number of Additional Investment Right Shares shall have no effect.  The Company may deem and treat the
registered Holder of this Additional Investment Right as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


3.                                       Registration
of Transfers.  The Company shall
register the transfer of any portion of this Additional Investment Right in the
Additional Investment Right Register, upon surrender of this Additional
Investment Right, with the Form of Assignment attached hereto duly completed
and signed, to the Company at its address specified herein.  Upon any such registration or transfer, a
new Additional Investment Right to purchase Common Stock, in substantially the
form of this Additional Investment Right (any such new Additional Investment
Right, a “New
Additional Investment Right”), evidencing the portion of this
Additional Investment Right so transferred shall be issued to the transferee
and a New Additional Investment Right evidencing the remaining portion of this
Additional Investment Right not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of the New Additional Investment Right by
the transferee thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Additional Investment Right.


 


2

















 


4.                                       Exercise
and Duration of Additional Investment Rights.  This Additional Investment Right shall be exercisable by the
registered Holder at any time and from time to time on or after the date hereof
to and including 6:30 p.m. New York City time on the Expiration Date.  At 6:30 p.m., New York City time on the
Expiration Date, the portion of this Additional Investment Right not exercised
prior thereto shall be and become void and of no value. The Company may not
call or redeem any portion of this Additional Investment Right without the
consent of the Holder.


 


5.                                       Delivery
of Additional Investment Right Shares.


 


(a)                                  To
acquire Additional Investment Right Shares under this Additional Investment
Right, the Holder shall not be required to physically surrender this Additional
Investment Right unless the aggregate number of Additional Investment
Right  Shares then represented by this
Additional Investment Right is being exercised.  Upon delivery of a written notice, in the form of the Exercise
Notice attached hereto (the “Exercise Notice”) to the Company (together
with the Additional Investment Right Exercise Log attached thereto (the “Additional
Investment Right Exercise Log”) at its address for notice set forth
herein and upon payment of the Exercise Price multiplied by the number of
Additional Investment Right Shares that the Holder intends to purchase
hereunder, the Company shall promptly (but in no event later than three Trading
Days after the Date of Exercise) issue and deliver to the Holder, a certificate
representing the number of Additional Investment Right Shares to which such exercise
pertains (the dollar amount of the exercise at issue divided by the Exercise
Price), which, unless otherwise required by the Purchase Agreement, shall be
free of restrictive legends.  The
Company shall, upon request of the Holder and subsequent to the date on which a
registration statement covering the resale of the Additional Investment Right
Shares has been declared effective by the Securities and Exchange Commission,
use its best efforts to deliver the Additional Investment Right Shares
hereunder electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions, if available, provided,
that, the Company may, but will not be required to change its transfer agent if
its current transfer agent cannot deliver Additional Investment Right Shares
electronically through the Depository Trust Corporation.  A “Date of Exercise” means the date on which
the Holder shall have delivered to Company: (i) the Exercise Notice (with the
Additional Investment Right Exercise Log attached to it), appropriately
completed and duly signed and (ii) the Exercise Price for the number of
Additional Investment Right Shares so indicated by the Holder to be purchased.


 


(b)                                 If
by the third Trading Day after a Date of Exercise the Company fails to deliver
the required number of Additional Investment Right  Shares in the manner required pursuant to Section 5(a), then
the Holder will have the right to rescind such exercise.


 


(c)                                  If
by the third Trading Day after a Date of Exercise the Company fails to deliver
the required number of Additional Investment Right Shares in the manner
required pursuant to Section 5(a), and if after such third Trading Day and
prior to the receipt of such Additional Investment Right Shares, the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Additional Investment
Right Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x)
the


 


3

















 


Holder’s total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A)
the number of Additional Investment Right Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue by (B) the
closing bid price of the Common Stock at the time of the obligation giving rise
to such purchase obligation and (2) reinstate the portion of the Additional
Investment Right and equivalent number of Additional Investment Right Shares
for which such exercise was not honored. 
The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In.


 


(d)                                 The
Company’s obligations to issue and deliver Additional Investment Right Shares
in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or
any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Additional Investment Right Shares. 
Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing Additional
Investment Right Shares upon exercise of the Additional Investment Right  as required pursuant to the terms hereof.


 


6.                                       Charges,
Taxes and Expenses.  Issuance and
delivery of Additional Investment Right Shares upon exercise of this Additional
Investment Right shall be made without charge to the Holder for any issue or
transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes and
expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Additional
Investment Right Shares in a name other than that of the Holder.  The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring this
Additional Investment Right or receiving Additional Investment Right Shares
upon exercise hereof.


 


7.                                       Replacement
of Additional Investment Right.  If
this Additional Investment Right is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and
upon cancellation hereof, or in lieu of and substitution for this Additional
Investment Right, a New Additional Investment Right, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction and customary and reasonable indemnity (which shall not include a
surety bond), if requested.  Applicants
for a New Additional Investment Right under such circumstances shall also
comply with such other reasonable regulations and procedures and pay such other
reasonable third-party costs as the Company may prescribe.  If a New Additional Investment Right is
requested as a result of a mutilation of this Additional Investment Right, then
the Holder shall deliver such mutilated Additional Investment Right to the
Company as a condition precedent to the Company’s obligation to issue the New
Additional Investment Right.


 


4

















 


8.                                       Reservation
of Shares.  The Company covenants
that it will at all times reserve and keep available out of the aggregate of
its authorized but unissued and otherwise unreserved Common Stock, solely for
the purpose of enabling it to issue Additional Investment Right Shares upon
exercise of this Additional Investment Right as herein provided, the number of
Additional Investment Right Shares which are then issuable and deliverable upon
the exercise of this entire Additional Investment Right, free from preemptive
rights or any other contingent purchase rights of persons other than the Holder
(taking into account the adjustments and restrictions of Section 9).
The Company covenants that all Additional Investment Right Shares so issuable
and deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized,
issued and fully paid and nonassessable.


 


9.                                       Certain
Adjustments.  The Exercise Price and
number of Additional Investment Right Shares issuable upon exercise of this
Additional Investment Right are subject to adjustment from time to time as set
forth in this Section 9.


 


(a)                                  Stock
Dividends and Splits.  If the
Company, at any time while this Additional Investment Right is outstanding, (i)
pays a stock dividend on its Common Stock or otherwise makes a distribution on
any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares,
or (iii) combines outstanding shares of Common Stock into a smaller number of
shares, then in each such case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such
event.  Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution, and any adjustment pursuant to clause (ii) or (iii)
of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under
this paragraph occurs during the period that an Exercise Price is calculated
hereunder, then the calculation of such Exercise Price shall be adjusted
appropriately to reflect such event.


 


(b)                                 Fundamental
Transactions.  If, at any time while
this Additional Investment Right is outstanding, (1) the Company effects any
merger or consolidation of the Company with or into another Person, (2) the
Company effects any sale of all or substantially all of its assets in one or a
series of related transactions, (3) any tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, or (4) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property (in any such case, a “Fundamental Transaction”), then the Holder
shall have the right to either (A) to purchase and receive upon the basis and
upon the terms and conditions herein specified and in lieu of the Additional
Investment Right Shares immediately theretofore issuable upon exercise of the
Additional Investment Right, such shares of stock, securities or assets
(including cash) as would have been issuable or payable with respect to or in
exchange for a number of Additional Investment Right Shares equal to the number
of Additional Investment Right Shares immediately theretofore issuable upon
exercise of the Additional Investment Right, had such Fundamental Transaction


 


5

















 


not taken place,
and in any such case appropriate provision shall be made with respect to the
rights and interests of each Holder to the end that the provisions hereof shall
thereafter be applicable, as nearly equivalent as may be practicable in
relation to any shares of stock, securities or assets (including cash)
thereafter deliverable upon the exercise thereof or (B) require the repurchase
of this Additional Investment Right for a purchase price, payable in cash
within five Trading Days after such request, equal to the Black Scholes value
of the remaining unexercised portion of this Additional Investment Right on the
date of such request. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity and Holder to comply with the provisions of this
Section.  In connection with any Fundamental
Transaction the Company shall have the right to require Holder to sell this
Additional Investment Right on the terms provided in clause (B) hereof.


 


(c)                                  Number
of Additional Investment Right Shares. 
Simultaneously with any adjustment to the Exercise Price pursuant to
paragraph (a) or (b) of this Section, the number of Additional Investment Right
Shares that may be purchased upon exercise of this Additional Investment Right
shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the adjusted number of
Additional Investment Right Shares shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment.


 


(d)                                 Calculations.  All calculations under this Section 9
shall be made to the nearest cent or the nearest 1/100th of a share,
as applicable.  The number of shares of
Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Stock.


 


(e)                                  Notice
of Adjustments.  Upon the occurrence
of each adjustment pursuant to this Section 9, the Company at its
expense will promptly compute such adjustment in accordance with the terms of
this Additional Investment Right and prepare a certificate setting forth such
adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Additional Investment Right Shares or other securities
issuable upon exercise of this Additional Investment Right (as applicable),
describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based.  Upon written request, the Company will promptly deliver a copy of
each such certificate to the Holder and to the Company’s Transfer Agent.


 


(f)                                    Notice
of Corporate Events.  If the Company
(i) declares a dividend or any other distribution of cash, securities or other
property in respect of its Common Stock, including without limitation any
granting of rights or Additional Investment Rights to subscribe for or purchase
any capital stock of the Company or any Subsidiary, (ii) authorizes or
approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company (but only
to the extent such disclosure would not result in the dissemination of
material, non-public information to the Holder), then the Company shall deliver
to the Holder a copy of the press release or similar public notice utilized by
the Company describing the material terms and conditions of such transaction,
at least 10 calendar days prior to the applicable record


 


6

















 


or effective date
on which a Person would need to hold Common Stock in order to participate in or
vote with respect to such transaction, and the Company will take all steps
reasonably necessary in order to insure that the Holder is given the practical
opportunity to exercise this Additional Investment Right prior to such time so
as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in
such notice.


 


10.                                 Payment
of Exercise Price. The Holder shall pay the Exercise Price in immediately
available funds or certified or official bank check or checks.


 


11.                                 Limitation
on Exercise.  Notwithstanding
anything to the contrary contained herein, the number of Additional Investment
Right Shares that may be acquired by the Holder upon any exercise of this
Additional Investment Right (or otherwise in respect hereof) shall be limited
to the extent necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned
by such Holder and its Affiliates and any other Persons whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of
Section 13(d) of the Exchange Act, does not exceed 9.999% of the total
number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise).  For such purposes, beneficial ownership
shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder.  This provision shall not restrict the number of shares of Common
Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in the
event of a Fundamental Transaction as contemplated in Section 9 of this
Additional Investment Right.  This
restriction may not be waived.


 


12.                                 No
Fractional Shares.  No fractional
shares of Additional Investment Right Shares will be issued in connection with
any exercise of this Additional Investment Right and in lieu thereof, any
fractional shares shall be rounded down to the nearest whole.


 


13.                                 Notices.  Any and all notices or other communications
or deliveries hereunder (including, without limitation, any Exercise Notice)
shall be in writing and shall be deemed given and effective on the earliest of
(i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section prior to 6:30
p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section on a day that
is not a Trading Day or later than 6:30 p.m. (New York City time) on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given.  The addresses for such communications shall
be:  (i) if to the Company, to East West
Bancorp, Inc., Attn: Chief Financial Officer, or (ii) if to the Holder, to the
address or facsimile number appearing on the Additional Investment Right
Register or such other address or facsimile number as the Holder may provide to
the Company in accordance with this Section.


 


14.                                 Additional
Investment Right Agent.  The Company
shall serve as Additional Investment Right agent under this Additional
Investment Right.  Upon 30 days’ notice
to the


 


7

















 


Holder, the
Company may appoint a new Additional Investment Right agent.  Any corporation into which the Company or
any new Additional Investment Right agent may be merged or any corporation
resulting from any consolidation to which the Company or any new Additional
Investment Right agent shall be a party or any corporation to which the Company
or any new Additional Investment Right agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor
Additional Investment Right agent under this Additional Investment Right
without any further act.  Any such
successor Additional Investment Right agent shall promptly cause notice of its
succession as Additional Investment Right agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder’s last address as shown on
the Additional Investment Right Register.


 


15.                                 Miscellaneous.


 


(a)                                  This
Additional Investment Right shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns.  Subject to the preceding sentence, nothing
in this Additional Investment Right shall be construed to give to any Person
other than the Company and the Holder any legal or equitable right, remedy or
cause of action under this Additional Investment Right.  This Additional Investment Right may be
amended only in writing signed by the Company and the Holder and their
successors and assigns.


 


(b)                                 All
questions concerning the construction, validity, enforcement and interpretation
of this Additional Investment Right shall be governed by and construed and
enforced in accordance with the internal laws of the State of Delaware, without
regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of this Additional Investment Right
and the transactions herein contemplated (“Proceedings”) (whether brought against a
party hereto or its respective Affiliates, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of
Wilmington, (the “Delaware Courts”).  Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the Delaware Courts for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any Proceeding, any claim that it is not personally
subject to the jurisdiction of any Delaware Court, or that such Proceeding has
been commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being
served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Additional Investment
Right and agrees that such service shall constitute good and sufficient service
of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  Each
party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Additional Investment Right or the transactions
contemplated hereby.  If either party
shall commence a Proceeding to enforce any provisions of this Additional
Investment Right, then the prevailing party in such Proceeding shall be
reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.


 


8

















 


(c)                                  The
headings herein are for convenience only, do not constitute a part of this
Additional Investment Right and shall not be deemed to limit or affect any of
the provisions hereof.


 


(d)                                 In
case any one or more of the provisions of this Additional Investment Right
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Additional
Investment Right shall not in any way be affected or impaired thereby and the
parties will attempt in good faith to agree upon a valid and enforceable
provision which shall be a commercially reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this
Additional Investment Right.


 


(e)                                  Subject
to the provisions of Section 9 hereof, prior to exercise of this
Additional Investment Right, the holder hereof shall not, by reason of by being
a holder hereof, be entitled to any rights of a stockholder with respect to the
Additional Investment Right Shares, including (without limitation) the right to
vote such Additional Investment Right Shares, receive dividends or other
distributions thereon, exercise preemptive rights or be notified of stockholder
meetings, and such holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company.


 


(f)                                    This
Additional Investment Right may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


 


9

















 


IN WITNESS WHEREOF, the
Company has caused this Additional Investment Right to be duly executed by its
authorized officer as of the date first indicated above.


 


 


	
   

  	
  EAST WEST BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Douglas P. Krause

  	
   

  
	
   

  	
  Name:   Douglas P.
  Krause

  
	
   

  	
  Title:    
  Executive Vice President/General Counsel

  



 


10

















 


EXERCISE NOTICE

EAST WEST BANCORP, INC.

ADDITIONAL INVESTMENT RIGHT DATED MARCH [ ], 2004


 


The undersigned hereby
irrevocably elects to purchase 
                          
shares of Common Stock pursuant to the above referenced Additional Investment
Right, and the Holder encloses herewith
$                   
in cash, certified or official bank check or checks or other immediately
available funds, which sum represents the aggregate Exercise Price for the
number of Additional Investment Right Shares to which this Exercise Notice
relates, together with any applicable taxes payable by the undersigned pursuant
to the Additional Investment Right.


 


By its delivery of this
Exercise Notice, the undersigned represents and Additional Investment Rights to
the Company that in giving effect to the exercise evidenced hereby the Holder
will not beneficially own in excess of the number of shares of Common Stock
(determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934) permitted to be owned under Section 11 of this Additional
Investment Right to which this notice relates.


 


The undersigned requests
that certificates for the Additional Investment Right Shares issuable upon this
exercise be issued in the name of


 


PLEASE INSERT SOCIAL SECURITY OR

TAX IDENTIFICATION NUMBER


 


 


(Please print name and address)


 


11

















 


Additional Investment Right Exercise Log


 


	
  Date

  	
   

  	
  Number of
  Additional Investment

  Right Shares Available to be

  Exercised

  	
   

  	
  Number of
  Additional

  Investment Right Shares

  Exercised

  	
   

  	
  Number of
  Additional

  Investment Right Shares

  Remaining to be Exercised

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


12

















 


EAST WEST
BANCORP, INC.

ADDITIONAL INVESTMENT RIGHT DATED MARCH [ ], 2004

FORM OF ASSIGNMENT


 


[To be completed and
signed only upon transfer of Additional Investment Right]


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto
                                                             
the right represented by the within Additional Investment Right to purchase 
                    
shares of Common Stock to which the within Additional Investment Right relates
and appoints
                                
attorney to transfer said right on the books of the Company with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature must conform
  in all respects to name of

  holder as specified on the face of the Additional

  Investment Right)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address of Transferee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  In the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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