UP TO P5,000,000,000.00 LONG TERM NEGOTIABLE CERTIFICATES OF TIME ...

East West Banking Corporation

(A Banking corporation organized and existing under Philippine Laws)

UP TO P5,000,000,000.00 LONG ? TERM NEGOTIABLE CERTIFICATES OF TIME DEPOSIT DUE 2019

Initial Issue Price: 99.3749335% of Nominal Principal Amount

East West Banking Corporation (EW, the Issuer or the Bank) is offering in one or more tranches, up to P5,000,0000,000.00 worth of Long - Term Negotiable Certificates of Time Deposit due 2019 (the Series 2 EW CDs, or the CDs). The Series 2 EW CDs are issued pursuant to the authority granted by the Bangko Sentral ng Pilipinas (BSP) to the Bank on 25 October 2013 (the Authority),the Manual of Regulations for Banks, BSP Circular No. 304, Series of 2001 as amended from time to time, and the terms of the Registry and Paying Agency Agreement, dated 22 November 2013 entered into between the Issuer and the Philippine Depository & Trust Corp. (PDTC) as Registry and Paying Agent, respectively, and shall at all times be subject to and governed by the Master Certificate of Long ? Term Negotiable Certificate of Time Deposits (the Master CD) and its Terms and Conditions (the Terms and Conditions).

The Series 2 EW CDs will bear interest at the rate of 3.25% per annum from and including December 05, 2013 to but excluding June 05, 2019 and interest will be payable quarterly in arrears on March 05 and June 05 and September 05 and December 05 of each year. Unless the Series 2 EW CDs are previously redeemed, the CDs are repayable to the EW CD holders (as defined in the Terms and Conditions) at 100% of their Face Value on the Maturity Date or June 05, 2019 or such earlier date as the CDs may become payable in accordance with the Master CD and its Terms and Conditions. Subject to the compliance and satisfaction of certain regulatory approval requirements, the Bank may redeem the Series 2 EW CDs in whole and not only in part on the Optional Redemption Date at the face value of the CDs, plus the accrued and unpaid interest as of but excluding the Optional Redemption Date. The Series 2 EW CDs cannot be terminated by any holder (the CD Holder) before the Maturity Date (subject only to Condition 6.2 of the Terms and Conditions). Transfers or assignments from one holder to another do not constitute pre-termination.

Applications for the Series 2 EW CDs may be made only through the Selling Agents by duly executing an Application to Purchase (ATP) and submitting all documentary requirements. Copies of this Offering Circular will be made available through the Selling Agents. Definitive notes or certificates representing the CDs will not be issued to any CD Holder. The Series 2 EW CDs will be registered and lodged with the Philippine Depository & Trust Corporation as Registry and Paying Agent in the name of the CD holders and will be offered in minimum denominations of P50,000.00 and in multiples of P10,000.00 thereafter. A Master CD shall be deposited with the Registrar and will represent the Series 2 EW CDs for that particular tranche. The Electronic Registry (the Registry) shall serve as the best evidence of ownership with respect to the CDs. However, a written advice will be issued by the Registrar to the CD Holders to confirm the registration of the Series 2 EW CDs in their name in the Registry of CD Holders, including the amount and summary terms and conditions of such CDs in accordance with the regulations of the BSP (Registry Confirmations). Once registered and lodged, the Series 2 EW CDs will be eligible for transfer or assignment through the Market Maker by electronic book-entry transfers in the Registry. The Market Maker, subject to certain limitations, has agreed to quote prices at which it will buy or sell the Series 2 EW CDs. Each prospective CD Holder is therefore advised to read the section on Procedure ? Transactions in the Secondary Market in this Offering Circular for a description of the circumstances in which CD Holders may sell the CDs, or if applicable, purchase the Series 2 EW CDs after Issue Date or the relevant Subsequent Issue Date, as may be applicable. These arrangements do not assure an active trading market for the CDs. See Terms and Conditions of the Series 2 EW CDs.

The Bank has a rating of PRS Aa plus (corp.), from PhilRatings. This rating indicates that the Bank differs from the highest rated corporate only to a small degree, and has a strong capacity to meet its financial commitments relative to that of other Philippine corporates. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. None of the Series 2 EW CDs are rated.

Investing in the CDs involves certain risks. Prospective CD Holders should carefully study the matters set out in this Offering Circular and in particular, the section "Investment Considerations" for a discussion of certain factors to be considered in connection with an investment in the CDs.

ARRANGER AND SELLING AGENT

SELLING AGENT

MARKET MAKER

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The date of this Offering Circular is November 29, 2013.

The BSP has, on October 25, 2013, approved the issuance and sale of the CDs in one or more tranches for a period of one year from the date of the BSP Approval.

This Offering Circular has been prepared solely for the information of the intended recipients of Unicapital Incorporated (UI, the Lead Arranger) as Lead Arranger and Selling Agent and East West Banking Corporation (EW, the Bank), in its capacity as Selling Agent, with respect to the issuance of up to P5,000,000,000.00 Long-Term Negotiable Certificates of Time Deposit due 2019 (the Series 2 EW CDs, or the CDs). This Offering Circular shall not be reproduced in any form, in whole or in part nor shall it be transmitted to any other person.

The Bank confirms to the best of its knowledge and capacity that this document contains all information with respect to the Bank and its operations and the CDs which is material in the context of the issue and offering of the CDs, that the information contained herein is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there is no material misstatement nor omission of facts which would, in the context of the issue and offering of the CDs, make this document as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect and that all reasonable enquiries have been made by the Bank to verify the accuracy of such information. The Lead Arranger, Selling Agents and Market Maker assume no liability for any information supplied herein by the Bank. The Bank accepts responsibility accordingly.

No representation or warranty, express or implied, is made by the Lead Arranger as to the accuracy or completeness of the information contained in this Offering Circular. Neither the delivery of this Offering Circular nor the offer of Series 2 EW CDs shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Bank since the date of this Offering Circular or that any information contained herein is correct as of any date subsequent to the date hereof.

In making an investment decision, a prospective CD Holder must rely on his own assessment and judgment of the Bank and the terms and conditions of the offering of the Series 2 EW CDs as well as the merits and risks involved. By receiving this Offering Circular, the prospective investor acknowledges that (i) he has not relied on the Lead Arranger or any person affiliated with the Lead Arranger in connection with his investigation of the accuracy of any information in this Offering Circular or his investment decision, and (ii) no person nor group of persons has been authorised to give any information or to make any representation concerning the Bank or the CDs other than as contained in this Offering Circular and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Bank or the Lead Arranger.

None of the Bank, the Lead Arranger, Selling Agents or any of their respective affiliates or representatives is making any representation to any prospective CD Holder regarding the legality of an investment by such investor under applicable laws. In addition, the CD Holder should not construe the contents of this Offering Circular as legal, business or tax advice. The CD Holder should consult with his own advisers as to the legal, tax, business, financial and related aspects of a purchase of CDs. The prospective CD Holder should be aware that he may be required to bear the financial risks of an investment in the Series 2 EW CDs for an indefinite period.

This Offering Circular does not constitute an offer to sell, or an invitation by or on behalf of the Bank or the Lead Arranger or any of their respective affiliates or representatives to purchase any of the CDs, and may not be used for the purpose of an offer to, or a solicitation by, anyone, in each case, in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. Recipients of this Offering Circular are required to inform themselves about and observe any applicable restrictions.

The Series 2 EW CDs are being offered in the Philippines as securities exempt from the registration requirements of the Securities Regulation Code (Republic Act 8799). Each CD Holder must comply with all applicable laws and regulations in force in each jurisdiction in which he purchases, offers or sells such CDs or possesses or distributes this Offering Circular and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of such CDs under the laws and regulations in force in any jurisdictions to which it is subject or in which it makes such purchases, offers or sales and neither the Bank nor the Lead Arranger shall have any responsibility therefore.

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Conventions

In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to the Philippines are references to the Republic of the Philippines. All references to the Government herein are references to the Government of the Philippines. All references to United States or U.S. herein are to the United States of America. Unless otherwise specified or the context otherwise requires, references herein to United States Dollars, US Dollars and US$ are to the lawful currency of the United States of America and references herein to Pesos and P are to the lawful currency of the Philippines. No representation is made that the Peso or U.S. dollar amounts referred to in this document could have been or could be converted into US Dollars or Pesos, as the case may be, at any particular rate or at all. Certain monetary amounts and currency translations included in this document have been subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures, which precede them. References in this document to ownership interests are, save as otherwise disclosed, as of the date of this document.

Forward-looking Statements

This Offering Circular contains statements which constitute forward-looking statements and should not be in any way be confused or considered as statements of historical fact. Some of these statements can be identified by forward-looking terms, such as anticipate, believe, can, could, estimate, expect, intend, may, plan, shall, should will and would or other similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding the Bank's expected financial condition and results of operations, business plans and prospects are all forward-looking statements. These forward-looking statements include statements with reference to the Bank's business strategy, revenue and profitability projections, planned projects and other matters discussed in this Offering Circular regarding matters that are not historical facts. These forward-looking statements and any other projections contained in this Offering Circular (whether made by the Bank or any third party) involve known and unknown risks, uncertainties and other factors that may cause the Bank's actual results, performance or achievements to deviate significantly from any future results, performance or achievements expressed or implied by such forwardlooking statements or other projections.

Documents Incorporated by Reference

This Offering Circular should be read and construed in conjunction with, the most recently published audited annual accounts and any interim accounts (whether audited or unaudited) published subsequently to such annual accounts, of the Bank from time to time (if any), in each case with the report of the auditors in connection therewith (if any), and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents.

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TABLE OF CONTENTS

OFFERING CIRCULAR SUMMARY ................................................................................................... 1 SELECTED FINANCIAL AND OPERATING INFORMATION ..................................................... 10 RECENT FINANCIAL PERFORMANCE........................................................................................... 15 INVESTMENT CONSIDERATIONS ................................................................................................... 22 CAPITALIZATION AND INDEBTEDNESS....................................................................................... 34 TERMS AND CONDITIONS OF THE CDS ........................................................................................ 35 DESCRIPTION OF THE BANK ........................................................................................................... 53 DESCRIPTION OF THE BANK'S ASSETS AND LIABILITIES..................................................... 70 CAPITAL ADEQUACY ......................................................................................................................... 92 MANAGEMENT AND SHAREHOLDERS ......................................................................................... 93 PHILIPPINE TAXATION ................................................................................................................... 100 BANKING REGULATION AND SUPERVISION ............................................................................ 104 PHILIPPINE BANKING INDUSTRY ................................................................................................ 111 RELATED PARTY TRANSACTIONS............................................................................................... 113 PROCEDURE........................................................................................................................................ 114 SCHEDULE OF FEES.......................................................................................................................... 117 INDEX TO FINANCIAL STATEMENTS.............................................................................................118

OFFERING CIRCULAR SUMMARY

This summary highlights certain information contained elsewhere in this Offering Circular. This summary must be read in conjunction with and is qualified in its entirety by the more detailed information and financial statements appearing elsewhere in this Offering Circular. Each prospective CD holder is recommended to read this entire Offering Circular carefully, ,including the Bank's financial statements and related notes contained herein (the "Financial Statements")and "Investment Considerations" for a discussion of certain factors to be considered when investing in the CDs.

Description of the Bank

East West Banking Corporation (the Bank, EW) is a universal bank in the Philippines that provides a wide array of products and services to retail customers and mid-market corporate customers. EW's principal banking products include Consumer Loans, Deposit products, Corporate Banking, Treasury and Trust products and Cash Management Solutions, among others. The Bank is a domestic corporation registered with the Philippine Securities and Exchange Commission (SEC) on 22 March 1994 and was granted authority by the Bangko Sentral ng Pilipinas (BSP) to operate as a commercial bank under Monetary Board Resolution No. 101 dated 6 July 1994. On 26 July 2012, the BSP granted the Bank the authority to operate as a universal bank under Monetary Board Resolution No. 1696 dated 25 November 2010.

EW is a majority-owned subsidiary of Filinvest Development Corporation (FDC). The Bank's ultimate parent company is ALG Holdings Corporation. FDC is the listed holding company of the Filinvest Group of Companies (Filinvest Group). Incorporated on 27 April 1973, FDC started out as a consumer finance and banking business established by FDC's patriarch, Andrew L. Gotianun, Sr. The Bank was named because its principals envisioned the embodiment of the best of both East and West in the Bank ? bringing together the efficiency of the West and the warm hospitality of the East.

In 2003, Ecology Savings Bank Inc. (ESBI) merged with the Bank. The Bank, as the surviving corporation, purchased all the outstanding capital stock of ESBI from EBC Strategic Holdings Corp. in exchange for cash amounting to P172.8 million. Consequently, as set forth in the Articles of merger dated 31 January 2003, all rights, business, assets and liabilities of ESBI were conveyed, assigned and transferred to the Bank. The BSP and the SEC approved the merger of the two financial institutions on 06 August 2003 and 26 June 2003, respectively.

In March of 2009, the Bank acquired AIG Philam Savings Bank, Philam Auto Finance and Leasing, Inc. and PFL Holdings, Inc. (collectively the AIGPASB Entities). All rights, business, assets and liabilities of the three companies were conveyed and transferred to the Bank. The merger was approved on 6 August 2009 by the BSP, five months after the Monetary Board gave its conditional approval to the merger. In September 2009, the AIGPASB Entities were merged into EW. The AIGPASB Entities had significant auto loan and credit cards businesses and its acquisition increased EW's consumer lending portfolio by P7.68 billion.

On August 19, 2011, EW entered into a deed of assignment for the purchase of majority of the outstanding shares and control of Green Bank (A Rural Bank), Inc. (GBI). Consequently, GBI became a subsidiary of EW. The GBI acquisition enabled EW to significantly expand its branch network by adding 46 branches and 94 kiosks.

In April 2012, East West Banking Corporation conducted an Initial Public Offering of 282,113,600 common shares at an offer price of P18.50 per share, which were listed and traded on the First Board of the Philippine Stock Exchange on May 7, 2012.

On June 15, 2012, the BSP Monetary Board approved the application of EW to acquire up to 100% of the outstanding shares of Finman Rural Bank, Inc. (FRBI), subject to certain conditions. On July 31, 2012, EW acquired 91.6% voting shares of FRBI. On January 23, 2013, the Parent Company acquired the remaining shares of the non-controlling interest of FRBI amounting to P 6.90 million, increasing its ownership interest to 100.00%. FRBI's primary purpose is to accumulate deposit and grant loans to various individuals and smallscale corporate entities as well as government and private employees. FRBI was later renamed to East West Rural Bank Inc.

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