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EXHIBIT 99.1
PROXY CU BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints Stephen G. Carpenter, Ronald Parker and Paul Glass,
as proxies, each with the power to appoint his substitute, and authorizes them
to represent and to vote as designated below, all the shares of common stock of
CU Bancorp held of record by the undersigned as of June 6, 1996, at the 1996
Annual Meeting of Shareholders of CU Bancorp (the "Meeting") to be held on July
18, 1996, and any adjournment thereof.
1. To approve the principal terms of the Agreement and Plan of Reorganization
dated as of January 10, 1996, as amended on March 29, 1996, by and among CU
Bancorp, California United Bank, National Association, Home Interstate
Bancorp and Home Bank
/ / FOR / / AGAINST / / ABSTAIN
2. To amend the Bylaws of CU Bancorp to decrease the authorized number of
Directors to not less than six and not more than eleven
/ / FOR / / AGAINST / / ABSTAIN
3. To elect as Directors the nominees set forth below:
/ / FOR ALL NOMINEES LISTED / / WITHHOLD AUTHORITY
(Except as marked to the contrary). Discretionary authority to cumulate votes is granted. To vote for all nominees.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
cross out the nominee's name).
Kenneth L. Bernstein, Stephen G. Carpenter, Richard H. Close,
Paul W. Glass, Ronald S. Parker and David I. Rainer.
4. To approve the CU Bancorp 1996 Employee Stock Option Plan
/ / FOR / / AGAINST / / ABSTAIN
5. To ratify the appointment of Arthur Andersen LLP as CU Bancorp's Independent
Accountants for the fiscal year ending December 31, 1996
/ / FOR / / AGAINST / / ABSTAIN
6. To amend the Bylaws of CU Bancorp effective at the effective time to
increase the authorized number of Directors to not less than seven and
not more than thirteen
/ / FOR / / AGAINST / / ABSTAIN
7. To approve the CU Bancorp Conversion Stock Option Plan
/ / FOR / / AGAINST / / ABSTAIN
8. To amend the CU Bancorp 1996 Employee Stock Option Plan, effective
immediately following the effective time, to increase the number of
shares of CU Stock which can be issued pursuant thereto
/ / FOR / / AGAINST / / ABSTAIN
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(REVERSE OF CARD)
9. To approve the CU Bancorp 1996 Restricted Stock Plan effective immediately
following the effective time, to replace the CU Bancorp 1995 Restricted
Stock Plan
/ / FOR / / AGAINST / / ABSTAIN
10. To amend the CU Bancorp 1994 Non-Employee Director Stock Option Plan,
effective immediately following the effective time
/ / FOR / / AGAINST / / ABSTAIN
11. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting
The undersigned hereby ratifies and confirms all that said proxies, or any of
them, or their substitutes, shall lawfully do or cause to be done by virtue
hereof, and hereby revokes any and all proxies heretofore given by the
undersigned to vote at the Meeting. The undersigned acknowledges receipt of the
notice of the Meeting and the joint proxy statement/prospectus accompanying said
notice.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR proposals 1 through 11.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
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Number of shares
Dated: , 1996
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(Signature of
Shareholder(s))
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(Signature of
Shareholder(s))
When signing as attorney,
executor, administrator,
trustee or guardian,
please give full title as
such. If a corporation,
please sign in full
corporate name by
president or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.