EXHIBIT
4.3


 


FORM OF
EAST WEST BANCORP PREFERRED STOCK CERTIFICATE


 




	
  Fixed
  Rate Cumulative

  	
   

  	
  Fixed Rate Cumulative

  
	
  Perpetual Preferred Stock, Series B

  	
   

  	
  Perpetual Preferred Stock, Series B

  
	
  $0.001 Par Value

  	
   

  	
   

  






 




	
  Certificate

  Number

  B-1

  	
   

  	
  EAST WEST BANCORP, INC.

  INCORPORATED UNDER THE
  LAWS OF THE STATE OF DELAWARE

  	
   

  	
  Shares

  306,546

  






 


	
  CUSIP 27579R
  401

  	
   

  



 


	
  THIS
  CERTIFIES THAT

  	
  UNITED STATES DEPARTMENT OF THE TREASURY

  
	
   

  	
   

  	
  TRANSFER OF
  THIS CERTIFICATE

  
	
   

  	
   

  	
  IS
  RESTRICTED SEE

  
	
   

  	
  LEGEND ON
  REVERSE SIDE

  
	
  IS THE OWNER
  OF

  	
  ** Three Hundred Six Thousand Five Hundred Forty Six (306,546)**

  
				



 


FULLY PAID AND
NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK,
SERIES B OF EAST WEST BANCORP, INC.,


 


transferable in person or by duly authorized attorney upon surrender of
this certificate properly endorsed.  This
certificate and the shares represented hereby are subject to the provisions of
the Certificate of Incorporation, all amendments thereto, and the Bylaws of the
Corporation, and to the rights, preferences, and voting powers of the Preferred
Stock of the Corporation now or hereafter outstanding; the terms of all such
provisions, rights, preferences and voting powers being incorporated herein by
reference.


 


IN WITNESS THEREOF, East West Bancorp, Inc. has caused this certificate to be executed
by signatures of its duly authorized officers and has caused its corporate seal
to be hereunto affixed.


 


	
  DATED:  December 5,
  2008

  	
   

  



 


 


	
   

  	
   

  	
   

  
	
  Thomas J. Tolda, Executive Vice President
  and Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Douglas P. Krause, Corporate Secretary

  	
   

  



 

















 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION  OR ANY OTHER
GOVERNMENTAL AGENCY.


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 
EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE
SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE
TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT
TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR
SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS
INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


	
  FOR
  VALUE RECEIVED

  	
   

  	
  hereby
  sell, assign and transfer unto

  	
   

  
	
   

  
	
  PLEASE
  INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  
	
   

  	
   

  
	
   

  
	
  (PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  shares

  
	
  of
  the capital stock represented by the within Certificate, and do hereby
  irrevocably constitute and appoint

  
	
   

  
	
   

  	
  Attorney
  to transfer the said stock on the 

  
	
  books
  of the within named Corporation with full power of substitution in the
  premises.

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  NOTE:
  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
  UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT, OR ANY CHANGE WHATEVER.

  
								



 


 


SIGNATURE(S) GUARANTEED:


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED


BY
AN ELIGIBLE GUARANTOR INSTITUTION


(Banks,
Stockbrokers, Savings and Loan Associations


and
Credit Unions) WITH MEMBERSHIPS IN AN


APPROVED
SIGNATURE GUARANTEE MEDALLION


PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15.