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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

East West Bancorp, Inc.

Date:

2006

Size:

159KB total

Price:

$66

ID:

#839055

► Plans ► Agreements ► Agreements & Plans of Merger
► Financial ► Regional Banks

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AGREEMENT AND PLAN OF MERGER

BY AND AMONG

EAST WEST BANCORP, INC.,

EAST WEST BANK

AND

STANDARD BANK

Effective as of December 23, 2005

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER1

ARTICLE ICERTAIN DEFINITIONS2

SECTION 1.01 Certain Definitions2

ARTICLE IITHE MERGER7

SECTION 2.01 The Merger7

SECTION 2.02 Effective Date and Effective Time8

ARTICLE IIICONSIDERATION; EXCHANGE PROCEDURES8

SECTION 3.01 Effect on Capital Stock8

SECTION 3.02 Conversion of SB Common Stock9

SECTION 3.03 No Fractional Shares12

SECTION 3.04 Exchange Procedures12

SECTION 3.05 Anti-Dilution Provisions13

SECTION 3.06 Dissenters Rights14

ARTICLE IVACTIONS PENDING ACQUISITION14

SECTION 4.01 Forbearances of SB14

SECTION 4.02 Forbearances of EWBC17

ARTICLE VREPRESENTATIONS AND WARRANTIES18

SECTION 5.01 Disclosure Schedules18

SECTION 5.02 Standard18

SECTION 5.03 Representations and Warranties of SB18

SECTION 5.04 Representations and Warranties of EWBC and EWB29

ARTICLE VICOVENANTS33

SECTION 6.01 Reasonable Best Efforts33

SECTION 6.02 Shareholders Approval33

SECTION 6.03 Registration of Securities34

SECTION 6.04 Press Releases35

SECTION 6.05 Access; Information35

SECTION 6.07 Acquisition Proposals36

SECTION 6.08 Certain Policies36

SECTION 6.09 Regulatory Applications37

SECTION 6.10 Indemnification by EWBC37

SECTION 6.11 Benefit Plans39

SECTION 6.12 Future Employment39

SECTION 6.13 Notification of Certain Matters40

SECTION 6.14 Human Resources Issues40

SECTION 6.15 Assistance with Third-Party Agreements40

SECTION 6.16 Additional Agreements41

SECTION 6.17 Tax Treatment of the Merger41

SECTION 6.18 Non-Solicitation & Confidentiality Agreements41

SECTION 6.19 Other Shareholder Agreements41

SECTION 6.20 Minimum ALL41

SECTION 6.21 Pre-Closing Adjustments and Minimum Closing Shareholders Equity41

SECTION 6.22 FIRPTA Certificate42

ARTICLE VIICONDITIONS TO CONSUMMATION OF THE MERGER42

SECTION 7.01 Conditions to the Parties Obligations to Effect the Merger42

SECTION 7.02 Conditions to Obligation of SB to Effect the Merger43

SECTION 7.03 Conditions to Obligation of EWBC43

ARTICLE VIII TERMINATION44

SECTION 8.01 Termination by Mutual Consent44

SECTION 8.02 Termination by Either EWBC, EWB or SB44

SECTION 8.03 Effect of Termination and Abandonment45

ARTICLE IXMISCELLANEOUS46

SECTION 9.01 Survival46

SECTION 9.02 Waiver; Amendment46

SECTION 9.03 Counterparts46

SECTION 9.04 Governing Law, Jurisdiction and Venue46

SECTION 9.05 Expenses47

SECTION 9.06 Notices47

SECTION 9.07 Entire Understanding; No Third Party Beneficiaries48

SECTION 9.08 Effect48

SECTION 9.09 Severability48

SECTION 9.10 Enforcement of the Agreement48

SECTION 9.11 Interpretation49

[

EXHIBITS

EXHIBIT A SHAREHOLDERS AGREEMENT

EXHIBIT A-1 PERSONS EXECUTING SHAREHOLDERS AGREEMENT

EXHIBIT B NON-SOLICITATION & CONFIDENTIALITY AGREEMENT

EXHIBIT B-1 PERSONS EXECUTING NON-SOLICITATION & CONFIDENTIALITY AGREEMENT

EXHIBIT C AGREEMENT OF MERGER

EXHIBIT D AFFILIATE AGREEMENT

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER effective as of December 23, 2005, and as amended (Agreement), by and among East West Bancorp, Inc. (EWBC), East West Bank (EWB) and Standard Bank (SB).

RECITALS:

A. EWBC. EWBC is a duly organized and existing corporation under the laws of the State of Delaware and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended, having its principal place of business in San Marino, California.

B. EWB. EWB is a duly organized and existing California state-chartered commercial bank and a member bank of the Federal Reserve System, having its principal place of business in San Marino, California, and all of the outstanding capital stock of which is owned by EWBC.

C. SB. SB is a duly organized and existing federal savings association chartered by the Office of Thrift Supervision (OTS), whose deposit accounts are insured to the extent allowed by law by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation.

D. BOARD DETERMINATIONS AND ACTIONS. The respective boards of EWBC, EWB and SB have determined that it is in the best interests of their respective companies and shareholders to consummate a strategic business combination of EWB and SB on the terms and subject to the conditions provided for in this Agreement based their compatible business plans, the potential synergies of their business operations, the continuity of employee, customer and shareholder bases and the prospects for continued ownership in the combined enterprise.

E. CONTINUITY OF OWNERSHIP IN COMBINED ENTERPRISE. . The respective boards of EWBC, EWB and SB have determined that it is in the best interests of their respective companies and shareholders to realize the long term benefits of the combined business enterprise contemplated by this Agreement and not to seek or accept any proposals contemplating a transaction that would discontinue ownership by a majority of the shareholders of any party to this Agreement in their respective businesses or in the business of the combined enterprise contemplated herein.

F. SHAREHOLDER AGREEMENT. As condition to, and simultaneously with the execution of this Agreement, the beneficial owners of SB Common Stock listed in Exhibit A-1 hereto, have executed and delivered to EWBC a Shareholder Agreement pursuant to which such holders will have agreed, among other actions, to vote their shares of SB Common Stock in favor of the strategic business combination contemplated by Agreement and the Merger, to vote against any other transaction, and to take all actions to cause the completion of the transactions contemplated by this Agreement, in the form of Exhibit A hereto (Shareholder Agreement).

G. INTENTIONS OF THE PARTIES. It is the intention of the parties to this Agreement that the business combination contemplated hereby be accounted for under the purchase accounting method and be treated as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code).

H. NON-SOLICITATION & CONFIDENTIALITY AGREEMENT. A non-solicitation and confidentiality agreement, in the form attached hereto as Exhibit B (the Non-Solicitation & Confidentiality Agreement), shall be executed by the Persons listed on Exhibit B-1 hereto.

I. REQUIRED APPROVALS. The Merger requires certain shareholder and regulatory approvals and may be effected only after the necessary approvals have been obtained.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein the parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

SECTION 1.01 Certain Definitions. The following terms are used in this Agreement with the meanings set forth below:

Acquisition Proposal has the meaning set forth in Section 6.07.

Agreement means this Agreement, as amended or modified from time to time in accordance with Section 9.02.

Agreement of Merger has the meaning set forth in Section 2.01(b).

ALL has the meaning set forth in Section 5.03(u).

Average Share Price has the meaning set forth in Section 3.02(a).

Bank Insurance Fund means the Bank Insurance Fund maintained by the FDIC.

Bank Secrecy Act means the Currency and Foreign Transaction Reporting Act (31 U.S.C. Section 5311 et seq.) as amended.

Benefit Plans has the meaning set forth in Section 5.03(n).

Business Combination has the meaning set forth in Section 3.05.

Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. Government or any day on which banking institutions in the State of California are authorized or obligated to close.

California Secretary means the California Secretary of State.

Cash Portion has the meaning set forth in Section 3.02(a).

CFC means the California Financial Code.

CGCL means the California General Corporation Law.

Code has the meaning set forth in the recitals to this Agreement.

Commissioner means the California Commissioner of Financial Institutions.

Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended.

Competing Proposal is defined in Recital F.

Costs has the meaning set forth in Section 6.10.

Derivatives Contract has the meaning set forth in Section 5.03(r).

Disclosure Schedule has the meaning set forth in Section 5.01.

Dissenters Set Aside has the meaning set forth in Section 3.02(a).

Dissenters Shares means shares of SB Common Stock held by a SB shareholder with respect to which such shareholder, in accordance with the HOLA and 12 C.F.R. Section 552.14, perfects such shareholders right to dissent to the Merger.

Dissenting Shareholder means any holder of Dissenters Shares.

Effective Date has the meaning set forth in Section 2.02.

Effective Time has the meaning set forth in Section 2.02.

Environmental Laws has the meaning set forth in Section 5.03(p).

Equal Credit Opportunity Act means the Equal Credit Act (15 U.S.C. Section 1691 et seq.) as amended.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

ERISA Affiliate has the meaning set forth in Section 5.03(n).

EWB has the meaning set forth in the preamble to this Agreement.

EWB Articles means the Articles of Incorporation of EWB, as amended.

EWB By-Laws means the by-laws of EWB, as amended.

EWB Common Stock means the common stock of EWB, 100% of which is owned by EWBC.

EWB Plan has the meaning set forth in Section 6.11(c).

EWBC has the meaning set forth in the preamble to this Agreement.

EWBC By-Laws means the by-laws of EWBC, as amended.

EWBC Certificate means the Certificate of Incorporation of EWBC, as amended.

EWBC Common Stock means the common stock, par value $.001 per share, of EWBC.

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