##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|þ |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period
ended   June 30, 2003

OR


|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- |  | ----------------------------------------------------------------------------------------

For the transition period
from    ________   to   ________

Commission file number 0-24947

UCBH Holdings, Inc.




(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3072450                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation
or organization) |  | (I.R.S. Employer
Identification No.)

711 Van Ness Avenue, San Francisco, California  94102




(Address of principal executive offices)     
                  
      (Zip Code)


(415) 928-0700




(Registrants telephone number, including area code)




---

(Former name, former address and former fiscal year, if changed since last report)


Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]  No []

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

As of August 11, 2003, the
Registrant had 44,927,408 shares of common stock outstanding.








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TABLE OF CONTENTS



|                               |                                                                                               |                                            |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                               | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                               | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II- OTHER INFORMATION    
|                               | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                               | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                               | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|                               | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                               | ITEM 5. OTHER INFORMATION                                                                    
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                    
|EXHIBIT 31.1                  
|EXHIBIT 31.2                  
|EXHIBIT 32                    



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##### Table of Contents



UCBH HOLDINGS, INC.TABLE OF CONTENTS

|                               |         |                                                                                       |  |      
|------------------------------ | ------- | ------------------------------------------------------------------------------------- |  | -----
|PART I  FINANCIAL INFORMATION |         |                                                                                      
|                               | Item 1. | Financial Statements                                                                  |  | 1-3  
|                               |         | Notes to Consolidated Financial Statements                                            |  | 4-9  
|                               | Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10-25
|                               | Item 3. | Quantitative and Qualitative Disclosures about Market Risk                            |  | 26   
|                               | Item 4. | Controls and Procedures                                                               |  | 26   
|PART II  OTHER INFORMATION    |         |                                                                                      
|                               | Item 1. | Legal Proceedings                                                                     |  | 26   
|                               | Item 2. | Changes in Securities and Use of Proceeds                                             |  | 26   
|                               | Item 3. | Defaults Upon Senior Securities                                                       |  | 26   
|                               | Item 4. | Submission of Matters to a Vote of Security Holders                                   |  | 27   
|                               | Item 5. | Other Information                                                                     |  | 27   
|                               | Item 6. | Exhibits and Reports on Form 8-K                                                      |  | 28   
|SIGNATURES                     |         | 29                                                                                   
|EXHIBIT 31.1                   |         |                                                                                      
|EXHIBIT 31.2                   |         |                                                                                      
|EXHIBIT 32                     |         |                                                                                      





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##### Table of Contents






PART I  FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

UCBH HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | - | ----------- | --------- | --------------- | - | --------- | --------- | 
|                                                                                                                                                                                                       |                                            |   | At June 30, |           | At December 31,
|                                                                                                                                                                                                       |                                            |   | 2003        |           | 2002           
|                                                                                                                                                                                                       |                                            |   |             |           |                
|                                                                                                                                                                                                       |                                            |   | (unaudited) |           |                 |   |          
|Assets                                                                                                                                                                                                 |                                            |   |             |           |                 |   |           |          
|Cash and due from banks                                                                                                                                                                                |                                            | $ | 54,477      |           |                 | $ | 58,954    |          
|Federal funds sold                                                                                                                                                                                     |                                            |   | 1,800       |           |                 |   |          |          
|Investment and mortgage-backed securities available for sale, at fair value                                                                                                                            |                                            |   | 1,365,350   |           |                 |   | 1,469,387 |          
|Investment and mortgage-backed securities, at cost (fair value $262,715
at June 30, 2003, and $114,582 at December 31, 2002)                                                                           |                                            |   | 253,304     |           |                 |   | 111,994   |          
|Federal Home Loan Bank Stock and other equity securities                                                                                                                                               |                                            |   | 33,668      |           |                 |   | 40,162    |          
|Loans                                                                                                                                                                                                  |                                            |   | 3,255,882   |           |                 |   | 3,027,810 |          
|Allowance for loan losses                                                                                                                                                                              |                                            |   | (52,289     | )         |                 |   | (48,865   | )        
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|Net loans                                                                                                                                                                                              |                                            |   | 3,203,593   |           |                 |   | 2,978,945 |          
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|Accrued interest receivable                                                                                                                                                                            |                                            |   | 22,121      |           |                 |   | 22,641    |          
|Premises and equipment, net                                                                                                                                                                            |                                            |   | 81,268      |           |                 |   | 81,697    |          
|Goodwill                                                                                                                                                                                               |                                            |   | 45,878      |           |                 |   | 46,052    |          
|Intangible assets                                                                                                                                                                                      |                                            |   | 9,545       |           |                 |   | 10,734    |          
|Other assets                                                                                                                                                                                           |                                            |   | 84,416      |           |                 |   | 33,070    |          
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|                                                                                                                                                                                                       | Total assets                               |   | $           | 5,155,420 |                 |   | $         | 4,853,636 | 
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|Liabilities                                                                                                                                                                                            |                                            |   |             |           |                 |   |           |          
|Deposits                                                                                                                                                                                               |                                            | $ | 4,159,503   |           |                 | $ | 4,006,813 |          
|Borrowings                                                                                                                                                                                             |                                            |   | 397,574     |           |                 |   | 353,374   |          
|Guaranteed preferred beneficial interests in junior subordinated debentures                                                                                                                            |                                            |   | 136,000     |           |                 |   | 136,000   |          
|Accrued interest payable                                                                                                                                                                               |                                            |   | 11,437      |           |                 |   | 11,659    |          
|Other liabilities                                                                                                                                                                                      |                                            |   | 132,421     |           |                 |   | 63,423    |          
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|                                                                                                                                                                                                       | Total liabilities                          |   |             | 4,836,935 |                 |   |           | 4,571,269 | 
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|Commitments and contingencies                                                                                                                                                                          |                                            |   |            |           |                 |   |          |          
|Stockholders Equity                                                                                                                                                                                   |                                            |   |             |           |                 |   |           |          
|Preferred stock, $.01 par value, authorized 10,000,000 shares, none issued and outstanding                                                                                                             |                                            |   |            |           |                 |   |          |          
|Common stock, $.01 par value, authorized 180,000,000 shares at June 30, 2003,
and at December 31, 2002, shares issued and outstanding 42,617,282 at June 30, 2003,
and 42,018,728 at December 31, 2002 |                                            |   | 426         |           |                 |   | 210       |          
|Additional paid-in capital                                                                                                                                                                             |                                            |   | 134,951     |           |                 |   | 124,440   |          
|Accumulated other comprehensive income                                                                                                                                                                 |                                            |   | 7,421       |           |                 |   | 9,053     |          
|Retained earnings-substantially restricted                                                                                                                                                             |                                            |   | 175,687     |           |                 |   | 148,664   |          
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|                                                                                                                                                                                                       | Total stockholders equity                 |   |             | 318,485   |                 |   |           | 282,367   | 
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          
|                                                                                                                                                                                                       | Total liabilities and stockholders equity |   | $           | 5,155,420 |                 |   | $         | 4,853,636 | 
|                                                                                                                                                                                                       |                                            |   |             |           |                 |   |           |          

The accompanying notes are an integral part of these financial statements.

Page 1



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##### Table of Contents



UCBH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited: Dollars in Thousands, Except for Per Share Data)

|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |        |        | 
|---------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------- | ------ | -------------------------- | ------ | ------------------------ | ------ | ------ | ------ | ------ | ------ | ------- | ------ | ------ | ------ | ------ | ------ | 
|                             |                                                                             |                                                     |                           |        | For the Three Months Ended |        | For the Six Months Ended
|                             |                                                                             |                                                     |                           |        | June 30,                   |        | June 30,                
|                             |                                                                             |                                                     |                           |        |                            |        |                         
|                             |                                                                             |                                                     |                           |        | 2003                       |        | 2002                     |        | 2003   |        | 2002  
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |       
|Interest income:             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |       
|                             | Loans                                                                       |                                                     | $                         | 45,805 |                            |        | $                        | 38,268 |        |        | $      | 89,979 |         |        | $      | 76,273 |       
|                             | Funds sold and securities purchased under agreements to resell              |                                                     |                           | 12     |                            |        |                          | 36     |        |        |        | 19     |         |        |        | 62     |       
|                             | Investment and mortgage-backed securities                                   |                                                     |                           | 16,945 |                            |        |                          | 10,136 |        |        |        | 35,545 |         |        |        | 19,488 |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|                             |                                                                             | Total interest income                               |                           |        | 62,762                     |        |                          |        | 48,440 |        |        |        | 125,543 |        |        |        | 95,823 |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|Interest expense:            |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |       
|                             | Deposits                                                                    |                                                     |                           | 17,369 |                            |        |                          | 14,171 |        |        |        | 35,259 |         |        |        | 29,572 |       
|                             | Short-term borrowings                                                       |                                                     |                           | 263    |                            |        |                          | 105    |        |        |        | 475    |         |        |        | 203    |       
|                             | Guaranteed preferred beneficial interests in junior subordinated
debentures |                                                     |                           | 1,991  |                            |        |                          | 937    |        |        |        | 4,000  |         |        |        | 1,739  |       
|                             | Long-term borrowings                                                        |                                                     |                           | 3,508  |                            |        |                          | 3,368  |        |        |        | 6,880  |         |        |        | 6,678  |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|                             |                                                                             | Total interest expense                              |                           |        | 23,131                     |        |                          |        | 18,581 |        |        |        | 46,614  |        |        |        | 38,192 |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|                             |                                                                             | Net interest income                                 |                           |        | 39,631                     |        |                          |        | 29,859 |        |        |        | 78,929  |        |        |        | 57,631 |       
|Provision for loan losses    |                                                                             |                                                     | 2,834                     |        |                            |        | 2,887                    |        |        |        | 3,825  |        |         |        | 3,774  |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|                             |                                                                             | Net interest income after provision for loan losses |                           |        | 36,797                     |        |                          |        | 26,972 |        |        |        | 75,104  |        |        |        | 53,857 |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|Noninterest income:          |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |       
|                             | Commercial banking fees                                                     |                                                     |                           | 1,542  |                            |        |                          | 1,145  |        |        |        | 3,091  |         |        |        | 2,142  |       
|                             | Service charges on deposits                                                 |                                                     |                           | 635    |                            |        |                          | 456    |        |        |        | 1,141  |         |        |        | 827    |       
|                             | Gain on sale of loans and securities                                        |                                                     |                           | 3,784  |                            |        |                          | 2,368  |        |        |        | 5,333  |         |        |        | 2,818  |       
|                             | Miscellaneous income                                                        |                                                     |                           | 119    |                            |        |                          | 68     |        |        |        | 226    |         |        |        | 168    |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|                             |                                                                             | Total noninterest income                            |                           |        | 6,080                      |        |                          |        | 4,037  |        |        |        | 9,791   |        |        |        | 5,955  |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|Noninterest expense:         |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |       
|                             | Personnel                                                                   |                                                     |                           | 9,249  |                            |        |                          | 6,884  |        |        |        | 20,373 |         |        |        | 14,448 |       
|                             | Occupancy                                                                   |                                                     |                           | 1,335  |                            |        |                          | 1,380  |        |        |        | 2,527  |         |        |        | 2,718  |       
|                             | Data processing                                                             |                                                     |                           | 1,085  |                            |        |                          | 844    |        |        |        | 2,206  |         |        |        | 1,621  |       
|                             | Furniture and equipment                                                     |                                                     |                           | 769    |                            |        |                          | 601    |        |        |        | 1,536  |         |        |        | 1,238  |       
|                             | Professional fees and contracted services                                   |                                                     |                           | 1,442  |                            |        |                          | 2,379  |        |        |        | 3,106  |         |        |        | 3,608  |       
|                             | Deposit insurance                                                           |                                                     |                           | 161    |                            |        |                          | 108    |        |        |        | 326    |         |        |        | 214    |       
|                             | Communication                                                               |                                                     |                           | 232    |                            |        |                          | 165    |        |        |        | 471    |         |        |        | 319    |       
|                             | Foreclosed assets                                                           |                                                     |                           |       |                            |        |                          |       |        |        |        | 2      |         |        |        |       |       
|                             | Intangible amortization                                                     |                                                     |                           | 538    |                            |        |                          |       |        |        |        | 1,132  |         |        |        |       |       
|                             | Miscellaneous expense                                                       |                                                     |                           | 3,101  |                            |        |                          | 2,161  |        |        |        | 6,032  |         |        |        | 4,099  |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|                             |                                                                             |                                                     | Total noninterest expense |        |                            | 17,912 |                          |        |        | 14,522 |        |        |         | 37,710 |        |        |        | 28,265 | 
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|Income before taxes          |                                                                             |                                                     | 24,965                    |        |                            |        | 16,487                   |        |        |        | 47,185 |        |         |        | 31,547 |       
|Income tax expense           |                                                                             |                                                     | 9,537                     |        |                            |        | 6,659                    |        |        |        | 17,829 |        |         |        | 12,652 |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|                             |                                                                             | Net income                                          |                           | $      | 15,428                     |        |                          | $      | 9,828  |        |        | $      | 29,356  |        |        | $      | 18,895 |       
|                             |                                                                             |                                                     |                           |        |                            |        |                          |        |        |        |        |        |         |        |        |        |       
|Basic earnings per share     |                                                                             | $                                                   | 0.36                      |        |                            | $      | 0.25                     |        |        | $      | 0.70   |        |         | $      | 0.48   |       
|Diluted earnings per share   |                                                                             | $                                                   | 0.35                      |        |                            | $      | 0.24                     |        |        | $      | 0.66   |        |         | $      | 0.46   |       
|Dividends declared per share |                                                                             | $                                                   | 0.03                      |        |                            | $      | 0.03                     |        |        | $      | 0.06   |        |         | $      | 0.05   |       

The accompanying notes are an integral part of these financial statements.

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UCBH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited: Dollars in Thousands)

|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |         |          |        | 
|--------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------------- | ----------------------------------------- | ------- | ------------------------ | ------ | -------- | ------- | -------- | ------ | 
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         | For the Six Months Ended
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         | June 30,                
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                         
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         | 2003                     |        | 2002    
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |         
|Operating activities:                                                 |                                                                                                      |                                           |                                                         |                                           |         |                          |        |         
|                                                                      | Net income                                                                                           |                                           | $                                                       | 29,356                                    |         |                          | $      | 18,895   |        
|                                                                      | Adjustments to reconcile net income to net cash provided by (used for)
operating activities:         |                                           |                                                         |                                           |         |                          |        |          |        
|                                                                      |                                                                                                      |                                           | Provision for loan losses                               |                                           |         | 3,825                    |        |          |         | 3,774    |       
|                                                                      |                                                                                                      |                                           | Decrease in accrued interest receivable                 |                                           |         | 520                      |        |          |         | 774      |       
|                                                                      |                                                                                                      |                                           | Amortization of purchase price adjustment               |                                           |         | (2,560                   | )      |          |         |         |       
|                                                                      |                                                                                                      |                                           | Amortization of core deposit intangible                 |                                           |         | 1,132                    |        |          |         |         |       
|                                                                      |                                                                                                      |                                           | Depreciation and amortization of premises and equipment |                                           |         | 2,587                    |        |          |         | 1,240    |       
|                                                                      |                                                                                                      |                                           | Increase in other assets                                |                                           |         | (50,381                  | )      |          |         | (10,647  | )     
|                                                                      |                                                                                                      |                                           | Increase in other liabilities                           |                                           |         | 76,168                   |        |          |         | 20,996   |       
|                                                                      |                                                                                                      |                                           | (Decrease) increase in accrued interest payable         |                                           |         | (222                     | )      |          |         | 61       |       
|                                                                      |                                                                                                      |                                           | Gain on sale of loans, securities and other assets      |                                           |         | (5,333                   | )      |          |         | (2,818   | )     
|                                                                      |                                                                                                      |                                           | Other, net                                              |                                           |         | 6,888                    |        |          |         | 147      |       
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|                                                                      |                                                                                                      |                                           |                                                         | Net cash provided by operating activities |         |                          | 61,980 |          |         |          | 32,422 | 
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|Investing activities:                                                 |                                                                                                      |                                           |                                                         |                                           |         |                          |        |         
|                                                                      | Investments and mortgage-backed securities, available for sale:                                      |                                           |                                                         |                                           |         |                          |        |          |        
|                                                                      |                                                                                                      |                                           | Principal payments and maturities                       |                                           |         | 300,644                  |        |          |         | 130,207  |       
|                                                                      |                                                                                                      |                                           | Purchases                                               |                                           |         | (460,558                 | )      |          |         | (216,758 | )     
|                                                                      |                                                                                                      |                                           | Sales                                                   |                                           |         | 312,952                  |        |          |         | 140,574  |       
|                                                                      |                                                                                                      |                                           | Called                                                  |                                           |         | 54,932                   |        |          |         | 23,334   |       
|                                                                      | Investments and mortgage-backed securities, held to maturity:                                        |                                           |                                                         |                                           |         |                          |        |          |        
|                                                                      |                                                                                                      |                                           | Principal payments and maturities                       |                                           |         | 11,398                   |        |          |         | 73       |       
|                                                                      |                                                                                                      |                                           | Purchases                                               |                                           |         | (145,554                 | )      |          |         | (7,807   | )     
|                                                                      | Loans originated, net of principal collections                                                       |                                           |                                                         | (407,295                                  | )       |                          |        | (303,541 | )      
|                                                                      | Proceeds from the sale of loans                                                                      |                                           |                                                         | 69,861                                    |         |                          |        | 34,275   |        
|                                                                      | Purchases of premises and other equipment                                                            |                                           |                                                         | (2,998                                    | )       |                          |        | (403     | )      
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|                                                                      |                                                                                                      |                                           | Net cash used in investing activities                   |                                           |         | (266,618                 | )      |          |         | (200,046 | )     
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|Financing activities:                                                 |                                                                                                      |                                           |                                                         |                                           |         |                          |        |         
|                                                                      | Net increase in demand deposits, NOW, money market and savings accounts                              |                                           |                                                         | 146,505                                   |         |                          |        | 148,456  |        
|                                                                      | Net increase in time deposits                                                                        |                                           |                                                         | 8,509                                     |         |                          |        | 36,775   |        
|                                                                      | Net increase in borrowings                                                                           |                                           |                                                         | 44,436                                    |         |                          |        | 20,000   |        
|                                                                      | Proceeds from issuance of common stock                                                               |                                           |                                                         | 4,615                                     |         |                          |        | 2,420    |        
|                                                                      | Payment of cash dividend on common stock                                                             |                                           |                                                         | (2,104                                    | )       |                          |        | (1,748   | )      
|                                                                      | Proceeds from issuance of guaranteed preferred beneficial interest in
junior subordinated debentures |                                           |                                                         |                                          |         |                          |        | 10,000   |        
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|                                                                      |                                                                                                      | Net cash provided by financing activities |                                                         |                                           | 201,961 |                          |        |          | 215,903 |         
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|Net (decrease) increase in cash and cash equivalents                  |                                                                                                      |                                           | (2,677                                                  | )                                         |         |                          | 48,279 |         
|Cash and cash equivalents at beginning of period                      |                                                                                                      |                                           | 58,954                                                  |                                           |         |                          | 32,606 |         
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|Cash and cash equivalents at end of period                            |                                                                                                      | $                                         | 56,277                                                  |                                           |         | $                        | 80,885 |         
|                                                                      |                                                                                                      |                                           |                                                         |                                           |         |                          |        |          |        
|Supplemental disclosure of cash flow information:                     |                                                                                                      |                                           |                                                         |                                           |         |                          |        |         
|                                                                      |                                                                                                      |                                           | Cash paid during the period for interest                |                                           | $       | 46,836                   |        |          | $       | 38,131   |       
|                                                                      |                                                                                                      |                                           | Cash paid during the period for income taxes            |                                           |         | 22,948                   |        |          |         | 3,647    |       
|Supplemental schedule of non-cash investing and financing activities: |                                                                                                      |                                           |                                                         |                                           |         |                          |        |         
|                                                                      |                                                                                                      |                                           | Loans securitized                                       |                                           | $       | 107,587                  |        |          | $       | 188,378  |       

The accompanying notes are an integral part of these financial statements.

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##### Table of Contents






UCBH HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|1. |  | Basis of Presentation and Summary of Significant Accounting and Reporting Policies
|-- |  | ----------------------------------------------------------------------------------

Organization

UCBH Holdings, Inc. (the Company or UCBH) is a bank holding company
that conducts its business through its principal subsidiary, United Commercial
Bank (the Bank or UCB), a California state-chartered commercial bank. The
Bank offers a full range of commercial and consumer banking products through
its retail branches and other banking offices in California.

Basis of Presentation

The Consolidated Balance Sheets as of June 30, 2003; the Consolidated
Statements of Income for the three and six months ended June 30, 2003, and
2002; and the Consolidated Statements of Cash Flows for the six months ended
June 30, 2003, and 2002, have been prepared by the Company and are not audited.

The unaudited financial statement information presented was prepared on
the same basis as the audited financial statements for the year ended December
31, 2002. In the opinion of management, such unaudited financial statements
reflect all adjustments necessary for a fair statement of the results of
operations and balances for the interim periods presented. Such adjustments
are of a normal recurring nature. The results of operations for the three and
six months ended June 30, 2003, are not necessarily indicative of the results
to be expected for the full year.

Principles of Consolidation and Presentation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. The wholly-owned subsidiaries include
special purpose trusts established for the purpose of issuing Guaranteed
Preferred Beneficial Interests in the Companys Junior Subordinated Debentures.
These trusts are consolidated in the Companys financial statements.

All significant intercompany balances and transactions have been
eliminated in consolidation.

Recent Accounting Pronouncements

Accounting for Stock-Based Compensation.In December 2002, the FASB
issued SFAS No. 148, Accounting for Stock-Based
Compensation   Transition and
Disclosure, which provides guidance on alternative methods of transition for
an entity that voluntarily changes to the fair value based method of accounting
stock-based employee compensation. It also amends the disclosure provision of
that statement to require prominent disclosure about the effects on reported
net income of an entitys accounting policy decisions with respect to
stock-based employee compensation. Finally, this statement amends APB Opinion
No. 28, Interim Financial Reporting, to require disclosure about those
effects in interim financial information.

The Company elects to continue accounting for stock-based compensation in
accordance with APB Opinion No. 25.

Certain Financial Instruments with Characteristics of Both Liabilities and
Equities.In May 2003, the FASB issued SFAS No. 150 Accounting for Certain
Financial Instruments with Characteristics of both Liability and Equity (SFAS
No. 150). This statement requires that an issuer classify financial
instruments that are within its scope as a liability. Many of those
instruments were classified as equity under previous guidance.

Most of the guidance in SFAS No. 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise
effective at the beginning of the first interim period beginning after June 15,
2003.

We do not believe that the provisions of this statement will have an
impact on our consolidated financial statements.

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##### Table of Contents



Consolidation of Variable Interest Entities.In January 2003, the
Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
46, (FIN No. 46) Consolidation of Variable Interest Entities. This
interpretation applies immediately to variable interest entities (VIE) in
which an enterprise obtains an interest after that date. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to VIE in
which an enterprise holds a variable interest that is acquired before February
1, 2003. Previously issued accounting pronouncements require the consolidation
of one entity in the financial statements of another if the second entity has a
controlling interest in the first. In effect, FIN No. 46 applies broader
criteria than just voting rights in determining whether controlling financial
interest in one entity by another exists. Specifically, if by design the
owners of the entity have not made an equity investment sufficient to absorb
its expected losses and the owners lack any one of three essential
characteristics of controlling financial interest, the entity is to be
consolidated in the financial statements of its primary beneficiary. The three
characteristics are the ability to make decisions about the entitys
activities, the obligation to absorb the expected losses of the entity, and the
right to receive the expected residual returns of the entity.

We are currently evaluating the impact of FIN 46. The impact of FIN 46 on
the treatment of the trust preferred securities we have issued is currently
being evaluated by the accounting community. Under one potential
interpretation of FIN 46, the trusts which have issued our trust preferred
securities would no longer be consolidated. Conversely, SFAS No. 150 requires
the consolidation of these subsidiaries and the presentation of the related
debt instruments as a liability. The accounting community is currently working
to resolve this contradictory guidance. Our current presentation is in
compliance with SFAS No. 150. One potential impact of not including these
trusts in our consolidated liabilities is that the trust preferred securities
may no longer count toward Tier 1 capital. The Federal Reserve has issued
regulations allowing for the inclusion of these instruments in Tier 1 capital
regardless of the FIN 46 interpretation, although such a determination could
potentially be changed at a later date. We do not expect the adoption of FIN
46 to have any significant impact on our financial condition or operating
results.

Derivative Instruments and Hedging Activities.In April 2003, the FASB
issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities (SFAS No. 149). The provisions of SFAS No. 149 that
relate to SFAS No. 133 and No. 138 implementation issues that have been
effective for fiscal quarters that began prior to June 15, 2003, should
continue to be applied in accordance with their respective effective dates. In
addition, provisions of SFAS No. 149 which relate to forward purchases or sales
of when-issued securities or other securities that do not yet exist, should be
applied to both existing contracts and new contracts entered into after June
30, 2003. The changes in SFAS No. 149 improve financial reporting by requiring
that contracts with comparable characteristics be accounted for similarly. In
particular, SFAS No. 149 (1) clarifies under what circumstances a contract with
an initial net investment meets the characteristic of a derivative discussed in
paragraph 6(b) of SFAS No. 133 and No. 138, (2) clarifies when a derivative
contains a financing component, (3) amends the definition of an underlying to
conform it to language used in FIN 45, and (4) amends certain other existing
pronouncements. Those changes will result in more consistent reporting of
contracts as either derivatives or hybrid instruments.

SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003, except as stated above and for hedging relationships designated
after June 30, 2003. In addition, except as stated above, all provisions of
SFAS No. 149 should be applied prospectively.

We do not believe that the provisions of this statement will have an
impact on our consolidated financial statements.

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|2. |  | Earnings Per Share
|-- |  | ------------------

|         |                                   |  |                                  |        |                                     |  |                                                  |            |             |  |               |      |           |  |   |       |  |  |  |            |  |  |   |      | 
|-------- | --------------------------------- |  | -------------------------------- | ------ | ----------------------------------- |  | ------------------------------------------------ | ---------- | ----------- |  | ------------- | ---- | --------- |  | - | ----- |  |  |  | ---------- |  |  | - | ---- | 
|         |                                   |  | Three Months Ended June 30, 2003 |        | Three
Months Ended June 30, 2002(1)
|         |                                   |  |                                  |        |                                    
|         |                                   |  | Income                           |        | Shares                              |  | Per Share                                        |            | Income      |  | Shares        |      | Per Share
|         |                                   |  | (Numerator)                      |        | (Denominator)                       |  | Amount                                           |            | (Numerator) |  | (Denominator) |      | Amount   
|         |                                   |  |                                  |        |                                     |  |                                                  |            |             |  |               |      |          
|         |                                   |  |                                  |        |                                     |  | (Dollars in Thousands, Except Per Share Amounts) |            |             |  |              
|Basic:   |                                   |  |                                  |        |                                     |  |                                                  |            |             |  |               |      |           |  |   |       |  |  |  |            |  |  |   |     
|         | Net income                        |  | $                                | 15,428 |                                     |  |                                                  | 42,341,872 |             |  | $             | 0.36 |           |  | $ | 9,828 |  |  |  | 39,209,050 |  |  | $ | 0.25 | 
|         | Dilutive potential common shares  |  |                                  |       |                                     |  |                                                  | 2,096,252  |             |  |               |      |           |  |   |      |  |  |  | 1,897,618  |  |  |   |      | 
|         |                                   |  |                                  |        |                                     |  |                                                  |            |             |  |               |      |           |  |   |       |  |  |  |            |  |  |   |     
|Diluted: |                                   |  |                                  |        |                                     |  |                                                  |            |             |  |               |      |           |  |   |       |  |  |  |            |  |  |   |     
|         | Net income and assumed conversion |  | $                                | 15,428 |                                     |  |                                                  | 44,438,124 |             |  | $             | 0.35 |           |  | $ | 9,828 |  |  |  | 41,106,668 |  |  | $ | 0.24 | 
|         |                                   |  |                                  |        |                                     |  |                                                  |            |             |  |               |      |           |  |   |       |  |  |  |            |  |  |   |     

|         |                                   |  |                                                  |        |                                   |  |           |            |             |  |               |      |           |  |   |        |  |  |  |            |  |  |   |      | 
|-------- | --------------------------------- |  | ------------------------------------------------ | ------ | --------------------------------- |  | --------- | ---------- | ----------- |  | ------------- | ---- | --------- |  | - | ------ |  |  |  | ---------- |  |  | - | ---- | 
|         |                                   |  | Six months Ended June 30, 2003                   |        | Six
months Ended June 30, 2002(1)
|         |                                   |  |                                                  |        |                                  
|         |                                   |  | Income                                           |        | Shares                            |  | Per Share |            | Income      |  | Shares        |      | Per Share
|         |                                   |  | (Numerator)                                      |        | (Denominator)                     |  | Amount    |            | (Numerator) |  | (Denominator) |      | Amount   
|         |                                   |  |                                                  |        |                                   |  |           |            |             |  |               |      |          
|         |                                   |  | (Dollars in Thousands, Except Per Share Amounts)
|Basic:   |                                   |  |                                                  |        |                                   |  |           |            |             |  |               |      |           |  |   |        |  |  |  |            |  |  |   |     
|         | Net income                        |  | $                                                | 29,356 |                                   |  |           | 42,208,607 |             |  | $             | 0.70 |           |  | $ | 18,895 |  |  |  | 39,053,582 |  |  | $ | 0.48 | 
|         | Dilutive potential common shares  |  |                                                  |       |                                   |  |           | 2,033,571  |             |  |               |      |           |  |   |       |  |  |  | 1,810,152  |  |  |   |      | 
|         |                                   |  |                                                  |        |                                   |  |           |            |             |  |               |      |           |  |   |        |  |  |  |            |  |  |   |     
|Diluted: |                                   |  |                                                  |        |                                   |  |           |            |             |  |               |      |           |  |   |        |  |  |  |            |  |  |   |     
|         | Net income and assumed conversion |  | $                                                | 29,356 |                                   |  |           | 44,242,178 |             |  | $             | 0.66 |           |  | $ | 18,895 |  |  |  | 40,863,734 |  |  | $ | 0.46 | 
|         |                                   |  |                                                  |        |                                   |  |           |            |             |  |               |      |           |  |   |        |  |  |  |            |  |  |   |     



|(1) | Effective April 8, 2003, the Company completed a two-for-one stock split. Accordingly, the financial statements for the three and six months
ended June 30, 2002 presented have been restated to reflect the effect of the stock split.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Comprehensive Income
|-- |  | --------------------

Statement of Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income, establishes presentation and disclosure requirements for
comprehensive income. For the Company, comprehensive income consists of net
income and the change in unrealized gains and losses on available-for-sale
securities. For the three months ended June 30, 2003, total comprehensive
income was $11.7 million, a decrease of $6.9 million compared to the three
months ended June 30, 2002. Net income for the three months ended June 30,
2003, was $15.4 million, and unrealized gains on available-for-sale securities
decreased by $3.8 million. For the corresponding period of 2002, net income
was $9.8 million, and unrealized losses on available-for-sale securities
decreased by $8.7 million.

For the six months ended June 30, 2003, total comprehensive income was
$27.7 million, an increase of $2.6 million compared to the six months ended
June 30, 2002. Net income for the six months ended June 30, 2003, was $29.4
million, and unrealized gains on available-for-sale securities decreased by
$1.6 million. For the corresponding period of 2002, net income was $18.9
million, and unrealized losses on available-for-sale securities decreased by
$6.2 million.



|4. |  | Goodwill and Intangible Assets
|-- |  | ------------------------------

On October 28, 2002, the Company acquired all of the outstanding shares of
Bank of Canton of California, a California banking corporation (BCC), and on
December 13, 2002, the Company acquired certain assets and assumed certain
liabilities of a branch of Broadway National Bank in Brooklyn, New York. The
acquisitions were accounted for using the purchase method of accounting in
accordance with SFAS No. 147 Acquisition of Certain Financial Institutions, an
amendment to FAS No. 72, FAS No. 144, and FIN No 9 (SFAS No. 147), which
states that business combinations, other than mutual enterprises of financial
institutions, should be accounted for under SFAS No. 141 Business
Combinations (SFAS No. 141) and SFAS No. 142 Goodwill and Intangible
Assets (SFAS No. 142).

In accordance with SFAS No. 141, the assets acquired and liabilities
assumed were recorded by the Company at their fair values at the acquisition
date. Intangible assets are recorded on the balance sheet at June 30, 2003, in
the amount of $55.4 million, consisting of goodwill of $45.9 million and a core
deposit intangible of $9.5 million.

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In accordance with SFAS No. 142, goodwill will not be expensed over a
fixed period of time, but will be tested for impairment on a regular basis.
None of the goodwill is expected to be deductible for income tax purposes.
Identifiable intangible assets, namely core deposit intangibles of $9.5
million, are amortized over their estimated period of benefit determined to be
seven years. At June 30, 2003, core deposit intangible gross carrying amount
was $10.9 million and the associated accumulated amortization was $1.4 million.

In accordance with SFAS No 142, intangible assets, including goodwill,
will be reviewed annually to determine if circumstances related to their
valuation have been materially affected. In the event that the current market
values are determined to be less than the current book values (impairment), a
charge against current earnings will be recorded. No such impairment existed
at June 30, 2003, or at December 31, 2002.



|5. |  | Segment Information
|-- |  | -------------------

The Company defines its reportable segments to reflect the Companys
method of internal reporting, which disaggregates its business into two
reportable segments: Commercial Banking and Consumer Banking. These segments
serve businesses and consumers, primarily in the state of California.
Historically, our customer base has been primarily the ethnic Chinese
communities located mainly in the San Francisco Bay area, Sacramento/Stockton
and Greater Los Angeles.

The financial results of the Companys operating segments are presented on
an accrual basis. There are no significant differences between the accounting
policies of the segments and the Companys consolidated financial statements.
The Company evaluates the performance of its segments and allocates resources
to them based on interest income, interest expense and net interest income.
There are no material intersegment revenues.

The following is segment information of the Company for the three and six
months ended June 30, 2003, and 2002:

|                           |                                                        |  |                        |           |          |  |       |           |  |  |   |           | 
|-------------------------- | ------------------------------------------------------ |  | ---------------------- | --------- | -------- |  | ----- | --------- |  |  | - | --------- | 
|                           |                                                        |  | Commercial             |           | Consumer |  | Total
|                           |                                                        |  |                        |           |          |  |      
|                           |                                                        |  | (Dollars in Thousands)
|For the Three Months Ended |                                                        |  |                        |           |          |  |       |           |  |  |   |          
|June 30, 2003:             |                                                        |  |                        |           |          |  |       |           |  |  |   |          
|                           | Net interest income (before provision for loan losses) |  | $                      | 27,659    |          |  | $     | 11,972    |  |  | $ | 39,631    | 
|                           | Segment net income                                     |  |                        | 10,281    |          |  |       | 5,147     |  |  |   | 15,428    | 
|                           | Segment total assets                                   |  |                        | 2,881,419 |          |  |       | 2,241,001 |  |  |   | 5,155,420 | 
|June 30, 2002:             |                                                        |  |                        |           |          |  |       |           |  |  |   |          
|                           | Net interest income (before provision for loan losses) |  | $                      | 19,301    |          |  | $     | 10,558    |  |  | $ | 29,859    | 
|                           | Segment net income                                     |  |                        | 5,693     |          |  |       | 4,135     |  |  |   | 9,828     | 
|                           | Segment total assets                                   |  |                        | 2,091,159 |          |  |       | 1,102,978 |  |  |   | 3,194,137 | 
|For the Six Months Ended   |                                                        |  |                        |           |          |  |       |           |  |  |   |          
|June 30, 2003:             |                                                        |  |                        |           |          |  |       |           |  |  |   |          
|                           | Net interest income (before provision for loan losses) |  | $                      | 51,360    |          |  | $     | 27,569    |  |  | $ | 78,929    | 
|                           | Segment net income                                     |  |                        | 21,267    |          |  |       | 8,089     |  |  |   | 29,356    | 
|                           | Segment total assets                                   |  |                        | 2,881,419 |          |  |       | 2,241,001 |  |  |   | 5,155,420 | 
|June 30, 2002:             |                                                        |  |                        |           |          |  |       |           |  |  |   |          
|                           | Net interest income (before provision for loan losses) |  | $                      | 36,517    |          |  | $     | 21,114    |  |  | $ | 57,631    | 
|                           | Segment net income                                     |  |                        | 12,706    |          |  |       | 6,189     |  |  |   | 18,895    | 
|                           | Segment total assets                                   |  |                        | 2,091,159 |          |  |       | 1,102,978 |  |  |   | 3,194,137 | 

The $45.9 million goodwill was assigned to the consumer segment in the
amount of $33.5 million and the commercial segment in the amount of $12.4
million for the three and six month periods ending June 30, 2003.



|6. |  | Stock Option Plans
|-- |  | ------------------

In May 1998, the Company adopted a Stock Option Plan (Plan) that
provides for the granting of stock options to eligible officers, employees and
directors of the Company and the Bank. The Plan was amended in April 1999 and
April 2001 to increase the number of shares reserved for issuance pursuant to
the Plan from 2,613,332 shares to 7,466,664 shares on a post-split basis. The
Plan was amended in April 2003 to increase the number of shares reserved for
issuance pursuant to the Plan from 7,466,664 shares to 9,567,600 shares, on a
post-split basis.

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In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123). This statement establishes a new fair value
based accounting method for stock-based compensation for plans and encourages,
but does not require, employers to adopt the new method in place of the
provisions of Accounting Principles Board Release No. 25 (APB No. 25).
Companies may continue to apply the accounting provisions of APB No. 25 in
determining net income. However, they must apply the disclosure requirements
of SFAS No. 123 for all grants issued after 1994. In December 2002, the FASB
issued SFAS No. 148 Accounting for Stock-Based
Compensations  Transition and
Disclosure (SFAS No 148) which provides guidance on alternative methods of
transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation. It also amends the
disclosure provision of that statement to require prominent disclosure about
the effects on reported net income of an entitys accounting policy decisions
with respect to stock-based employee compensation. Finally, this statement
amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure
about those effects on interim financial information.

The Company elected to apply the provisions of APB No. 25 in accounting
for the employee stock plan described above. Accordingly, no compensation cost
has been recognized for stock options granted under the Plan.

If the computed fair values of the stock awards had been amortized to
expense over the vesting period of the awards, pro forma amounts would have
been as shown in the following table. The impact of outstanding nonvested
stock options has been excluded from the pro forma calculation.

|                    |                                                                                                                                    |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |        |      | 
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | ----------- | - | -------------------------- | ---- | ------------------------ | - | ----- | ---- | ---- | - | ------ | ---- |  | - | ------ | ---- | 
|                    |                                                                                                                                    |             |   | For the Three Months Ended |      | For the Six Months Ended
|                    |                                                                                                                                    |             |   | June 30,                   |      | June 30,                
|                    |                                                                                                                                    |             |   |                            |      |                         
|                    |                                                                                                                                    |             |   | 2003                       |      | 2002                     |   | 2003  |      | 2002
|                    |                                                                                                                                    |             |   |                            |      |                          |   |       |      |     
|Net income:         |                                                                                                                                    |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |       
|                    | As reported                                                                                                                        |             | $ | 15,428                     |      |                          | $ | 9,828 |      |      | $ | 29,356 |      |  | $ | 18,895 |     
|Deduct:             |                                                                                                                                    |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |       
|                    | Total stock-based
employee
compensation
expense determined
under fair value
based method of all
awards, net of
related tax effects |             |   | (1,075                     | )    |                          |   | (960  | )    |      |   | (2,090 | )    |  |   | (1,917 | )   
|                    |                                                                                                                                    |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |        |     
|                    | Pro forma net income                                                                                                               |             |   | 14,353                     |      |                          |   | 8,868 |      |      |   | 27,266 |      |  |   | 16,978 |     
|                    |                                                                                                                                    |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |        |     
|Earnings per share: |                                                                                                                                    |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |       
|                    | Basic                                                                                                                              |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |        |     
|                    |                                                                                                                                    | As reported |   | $                          | 0.36 |                          |   | $     | 0.25 |      |   | $      | 0.70 |  |   | $      | 0.48 | 
|                    |                                                                                                                                    | Pro forma   |   |                            | 0.34 |                          |   |       | 0.23 |      |   |        | 0.65 |  |   |        | 0.43 | 
|Earnings per share: |                                                                                                                                    |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |       
|                    | Diluted                                                                                                                            |             |   |                            |      |                          |   |       |      |      |   |        |      |  |   |        |     
|                    |                                                                                                                                    | As reported |   | $                          | 0.35 |                          |   | $     | 0.24 |      |   | $      | 0.66 |  |   | $      | 0.46 | 
|                    |                                                                                                                                    | Pro forma   |   |                            | 0.32 |                          |   |       | 0.22 |      |   |        | 0.62 |  |   |        | 0.42 | 

These calculations require the use of option pricing models, even though
such models were developed to estimate the fair value of freely tradable, fully
transferable options without vesting restrictions, which significantly differ
from the Companys stock option awards. These models also require subjective
assumptions, including future stock price volatility, dividend yield, and
expected time to exercise, which greatly affect the calculated values. The
following weighted average assumptions were used in the Black-Scholes option
pricing model for options granted during the six months ended June 30, 2003,
and 2002:

|                        |  |                            |       |                          |  |      |       |      |  |  |       |   |  |  |       |  
|----------------------- |  | -------------------------- | ----- | ------------------------ |  | ---- | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                        |  | For the Three Months Ended |       | For the Six Months Ended
|                        |  | June 30,                   |       | June 30,                
|                        |  |                            |       |                         
|                        |  | 2003                       |       | 2002                     |  | 2003 |       | 2002
|                        |  |                            |       |                          |  |      |       |     
|Dividend yield          |  |                            | 0.60  | %                        |  |      | 0.40  | %    |  |  | 0.60  | % |  |  | 0.40  | %
|Volatility              |  |                            | 23.72 | %                        |  |      | 30.45 | %    |  |  | 20.40 | % |  |  | 30.45 | %
|Risk-free interest rate |  |                            | 2.97  | %                        |  |      | 3.90  | %    |  |  | 3.05  | % |  |  | 3.90  | %
|Expected lives (years)  |  |                            | 7.8   |                          |  |      | 6.5   |      |  |  | 7.1   |   |  |  | 6.5   |  

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|7. |  | Guarantees
|-- |  | ----------

In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees Including Indirect
Guarantees of Indebtedness to Others (FIN 45), which requires us to disclose
information about obligations under certain guarantee arrangements. FIN 45
defines a guarantee as a contract that contingently requires us to pay a
guaranteed party based on:



| | 1. |  | Changes in the underlying asset, liability or equity security of the
guaranteed party or 
| | -- |  | -----------------------------------------------------------------------------------------
|
| | 2. |  | A third partys failure to perform under an obligating guarantee
(performance guarantee).

We consider the following off-balance sheet lending arrangements to be
guarantees under FIN 45:

Financial Standby Letters of Credit and Financial Guarantees are
conditional lending commitments issued by us to guarantee the performance of a
customer to a third party in borrowing arrangements. At June 30, 2003, the
maximum undiscounted future payments that could be required to be made were
$6.8 million. All of these arrangements mature within one year. We generally
have recourse to recover from the customer any amounts paid under these
guarantees.

Premiums that are received for the referral of loans are refundable in the
event of delinquency or early payoff of the underlying loans. At June 30,
2003, the maximum undiscounted future payments that could be required to be
made totaled $290,000 and the maximum guarantee period was six months.



|8. |  | Variable Interest Entities
|-- |  | --------------------------

FASB Interpretation No. 46 Consolidation of Variable Interest Entities
(FIN 46) defines variable interest entities as a corporation, partnership,
trust or legal structure used for business purposes that either (a) does not
have equity investors with voting rights or (b) has equity investors that do
not provide sufficient financial resources for the entity to support its
activities. A variable interest entity often holds financial assets, including
loans or receivable, real estate or other property. A variable interest entity
may be essentially passive or it may engage in research and development or
activities on behalf of another company. FIN 46 requires that a variable
interest entity be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entitys activities or
entitled to receive a majority of the entitys residual returns or both. FIN
46 also requires disclosures about variable interest entities that we are not
required to consolidate but in which we have significant variable interest. As
of June 30, 2003, we did not have any interest in any unconsolidated variable
interest entities.

FIN 46 may have an impact on the treatment of the trust preferred
securities we have issued and ability for those instruments to provide us with
Tier 1 capital. The impact of FIN 46 on these instruments is currently being
evaluated by the accounting community. The impact of FIN 46 is further
discussed in the recent accounting pronouncements section of Note 1 of the
financial statements.



|9. |  | Subsequent Events
|-- |  | -----------------

On July 14, 2003, the Company announced the completion of its acquisition
of privately-held First Continental Bank (FCB), a full-service commercial
bank headquartered in Rosemead, California, with four branches serving the San
Gabriel Valley in southern California. Under the terms of the agreement
announced on April 3, 2003, FCB was merged into the Companys subsidiary, UCB,
and the Company issued approximately 2.3 million shares in exchange for the
outstanding shares of FCB. As of June 30, 2003, FCB had total assets of $343.6
million, loans of $243.4 million and deposits of $312.4 million.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q may include projections or other forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding future events or the future financial performance of the Company or
the Companys wholly-owned subsidiary, the Bank. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of the Company
or the Bank to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things: the ability of the Company and the Bank to
integrate Bank of Canton of California and First Continental Bank with their
current operations and to achieve the efficiencies anticipated; the ability of
the Company and the Bank to assimilate a bank branch in New York and to meet
the competitive challenges of a new market; general economic and business
conditions in those areas in which the Company or the Bank operates;
demographic changes; competition; fluctuations in market conditions, including
interest rates; changes in business strategies; changes in governmental
regulations; changes in credit quality; and other risks and uncertainties
including those detailed in the documents the Company files from time to time
with the Securities and Exchange Commission. Further description of the risks
and uncertainties are included in detail in the Companys most recent quarterly
and annual reports, including the Annual Report on Form 10-K for the year ended
December 31, 2002, as filed with the Securities and Exchange Commission.

The following discussion and analysis is intended to provide details of
the results of operations of the Company for the three and six months ended
June 30, 2003, and 2002 and financial condition at June 30, 2003, and at
December 31, 2002. The following discussion should be read in conjunction with
the information set forth in the Companys Consolidated Financial Statements
and notes thereto and other financial data included.

CORPORATE DEVELOPMENT

On July 14, 2003, the Company announced the completion of its acquisition
of privately-held First Continental Bank (FCB), a full-service commercial
bank headquartered in Rosemead, California, with four branches serving the San
Gabriel Valley in southern California. Under the terms of the agreement
announced on April 3, 2003, FCB was merged into the Companys subsidiary, UCB,
and the Company issued approximately 2.3 million shares in exchange for the
outstanding shares of FCB. As of June 30, 2003, FCB had total assets of $343.6
million, loans of $243.4 million and deposits of $312.4 million. The FCB
acquisition strengthens the Companys competitive position and franchise in
southern California and is expected to be slightly accretive to earnings in
2003.

CRITICAL ACCOUNTING POLICIES

A number of critical accounting policies are used in the preparation of
the Consolidated Financial Statements, which this discussion accompanies.

The Use of Estimates.The preparation of the Consolidated Financial
Statements in accordance with Generally Accepted Accounting Principles (GAAP)
requires management to make certain estimates and assumptions which affect the
amounts of reported assets and liabilities as well as contingent assets and
liabilities as of the date of these financial statements. These estimates and
assumptions also affect the reported amounts of revenues and expenses during
the reporting period(s). The Company has established detailed policies and
control procedures that are intended to ensure that valuation methods are well
controlled and applied consistently from period to period.

Allowance for Loan Losses.The allowance for loan losses covers the
commercial and consumer loan portfolio. The allowance for loan losses is
intended to adjust the value of the Companys loan assets for probable credit
losses inherent at the balance sheet date in accordance with GAAP. The
methodology for calculating the allowance involves significant judgment. First
and foremost, it involves early detection of credits that are deteriorating.
Second, it involves managements judgment to derive loss factors.

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The Company uses a risk grading system to determine the credit quality of
its loans. Loans are reviewed for information affecting the obligors ability
to fulfill its obligations. In assessing the risk grading of a particular
loan, the factors considered include the obligors debt capacity and financial
flexibility, the level of earnings of the borrowers, the amount and sources of
repayment, the level and nature of contingencies, management strength, the
quality of the collateral, and the industry in which the borrower operates.
These factors are based on an evaluation of historical information as well as
subjective assessment and interpretation. Emphasizing one factor over another
or considering additional factors that may be relevant in determining the risk
grading of a particular loan, but which are not currently an explicit part of
the Companys methodology, could affect the risk grade assigned to that loan.

Management also applies judgment to derive loss factors associated with
each credit facility. These loss factors are considered by type of obligor and
collateral. Whenever possible, the Company uses its own historical loss
experience or independent verifiable data to estimate the loss factors. Many
factors can affect managements estimates of a loss factor. The application of
different loss factors will change the amount of the allowance for credit
losses determined to be appropriate by the Company. Given the process the
Company follows in determining the risk grading of its loans, management
believes the current risk gradings assigned to loans are appropriate.

Managements judgment is also applied when considering uncertainties based
on current macroeconomic conditions and other factors. For example, judgment
as to the economic outlook in California will affect managements assessment of
potential losses based on exposure to that marketplace.

Notwithstanding the judgment required in assessing the allowance for loan
losses, the Company believes its estimate for the allowance for loan losses was
reasonable.

Fair Value of Certain Assets.Certain assets of the Company are recorded
at fair value. In some cases, the fair value used is an estimate. Included
among these assets are securities that are classified as available for sale,
goodwill and other intangible assets, other real estate owned and impaired
loans. These estimates may change from period to period as they are impacted
by changes in interest rates and other market conditions. Losses not
anticipated or greater than anticipated could result if the Company were forced
to sell one of these assets, subsequently discovering that its estimate of fair
value had been too high. Gains not anticipated or greater than anticipated
could result if the Company were to sell one of these assets, subsequently
discovering that its estimate of fair value had been too low. The Company
arrives at estimates of fair value as follows:



| | Available for Sale Securities: The fair values of most securities classified
as available for sale are based on quoted market prices. If quoted market
prices are not available, fair values are extrapolated from the quoted prices
of similar instruments.                                                                                                                                                                                                                          
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Goodwill and Other Intangibles Assets: As discussed in Note 4 to the
Consolidated Financial Statements, which this discussion accompanies, the
Company must assess goodwill and other intangible assets each year for
impairment. This assessment involves estimating cash flows for future
periods. If the future cash flows are materially less than the estimates,
the Company would be required to take a charge against earnings to write down
the asset to the lower fair value.

Alternative Methods of Accounting.The accounting and reporting policies
of the Company are in accordance with GAAP and conform to practices within the
banking industry. As such, there are few alternatives available to the Company
in its accounting for items of income or expense or for assets and liabilities.
The main area where choices are available is as follows:



| | Stock Options: When the Company adopted SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123) in 1996, it elected to continue to
use the method of accounting for stock options which did not recognize
compensation expense at the time options were granted. As required by SFAS
No. 123, pro forma amounts of compensation expense and the pro forma effect
on net income and earnings per share are disclosed each year as if the
Company had instead elected to use the accounting method that recognizes
compensation expense. The pro forma compensation expense is computed using
the Black-Scholes model for pricing options. Effective with this interim
reporting, pro forma amounts of compensation expense and the pro forma effect
on net income and earnings per share
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | are disclosed in Note 6 on an interim basis as required by SFAS No. 148
Accounting for Stock-Based Compensation  Transition and Disclosure (SFAS
No. 148).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS

General. The Companys primary source of income is net interest income,
which is the difference between interest income from interest-earning assets
and interest paid on interest-bearing liabilities, such as deposits and other
borrowings used to fund those assets. The Companys net interest income is
affected by changes in the volume of interest-earning assets and
interest-bearing liabilities as well as by changes in yields earned on
interest-earning assets and rates paid on interest-bearing deposits and other
borrowed funds. The Company also generates noninterest income, including
commercial banking fees, gain on sale of Small Business Administration (SBA)
loans, the gain on sale of securities, and other transactional fees. The
Companys source of noninterest income has increasingly been derived from its
commercial banking business. The Companys noninterest expenses consist
primarily of personnel, occupancy, professional fees, and other operating
expenses. The Companys results of operations are affected by its provision
for loan losses and may also be significantly affected by other factors
including general economic and competitive conditions, changes in market
interest rates, governmental policies and the actions of regulatory agencies.

Net Income. The consolidated net income of the Company during the three
months ended June 30, 2003, increased by $5.6 million, or 57.0%, to $15.4
million, compared to $9.8 million for the corresponding period of the preceding
year. The annualized return on average equity (ROE) and average assets
(ROA) ratios for the three months ended June 30, 2003, were 20.12 % and
1.25%, respectively. These amounts compare with annualized ROE and ROA ratios
of 20.37% and 1.27%, respectively, for the three months ended June 30, 2002.
The decrease in ROE is primarily attributable to a decreased net interest
margin which was impacted by the assets and liabilities acquired in the October
28, 2002 acquisition of Bank of Canton of California (BCC). BCC had a
significantly lower net interest margin than the Company. The Company plans to
continue restructuring the acquired BCC assets by reducing the concentration of
securities and increasing the amount of commercial loans. The resulting
efficiency ratios were 39.19% for the three months ended June 30, 2003,
compared with 42.84% for the corresponding period of the preceding year.
Diluted earnings per common share on a post-split basis were $0.35 for the
three months ended June 30, 2003, compared with $0.24 for the comparable period
of the preceding year. The increase in earnings per common share reflects both
the organic loan growth within the Bank and the acquisition of BCC.

The consolidated net income of the Company during the six months ended
June 30, 2003, increased by $10.5 million, or 55.4%, to $29.4 million, compared
to $18.9 million for the corresponding period of the preceding year. The
annualized ROE and ROA ratios for the six months ended June 30, 2003, were
19.68% and 1.21%, respectively. These figures compare with annualized ROE and
ROA ratios of 20.25% and 1.24%, respectively, for the six months ended June 30,
2002. The decrease in ROE is attributable to a decreased net interest margin
which was impacted by the assets and liabilities acquired in the October 28,
2002 acquisition of BCC. BCC had a significantly lower net interest margin
than the Company. The Company plans to continue restructuring the BCC assets
acquired by reducing the concentration of securities and increasing the amount
of commercial loans. The resulting efficiency ratios were 42.50% for the six
months ended June 30, 2003, compared with 44.45% for the corresponding period
of the preceding year. Diluted earnings per common share on a post-split basis
were $0.66 for the six months ended June 30, 2003, compared with $0.46 for the
comparable period of the preceding year. The increase in earnings per common
share reflects both the organic loan growth and the acquisition of BCC.

Net Interest Income. Net interest income before provision for loan losses
of $39.6 million for the three months ended June 30, 2003, represented a $9.8
million, or 32.7% increase over net interest income of $29.9 million for the
three months ended June 30, 2002. This increase was primarily due to an
increase in balance sheet size, which was driven by the securities portfolio
growth from the BCC acquisition and the growth of our commercial loan portfolio
through organic loan generation. The loan yield decreased from 6.62% for the
three months ended June 30, 2002, to 5.74%, and the cost of deposits also
decreased from 2.20% to 1.70% for the three months ended June 30, 2003. The
decline in loan yield reflects repricing of adjustable-rate loans as a result
of reductions in market interest rate indices, and the accelerated prepayment
of the higher-yielding loans due to the lower market interest rates. The
securities yield decreased from 5.54% for the three months ended June 30, 2002
to 4.37%. The decline in the securities yield reflects the prepayment of
higher-yielding securities resulting from the low market interest rate
environment.

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Net interest income before provision for loan losses of $78.9 million for
the six months ended June 30, 2003, represented a $21.3 million, or 37.0%,
increase over net interest income of $57.6 million for the six months ended
June 30, 2002. This increase was primarily due to an increase in balance sheet
size, which was driven by the securities portfolio growth from the BCC
acquisition and the growth of our commercial loan portfolio through organic
loan generation. The loan yield decreased from 6.66% for the six months ended
June 30, 2002, to 5.75%. The cost of deposits also decreased from 2.34% to
1.75% for the six months ended June 30, 2003. The decline in loan yield
reflects repricing of adjustable-rate loans as a result of reductions in market
interest rate indices, and the accelerated prepayment of the higher-yielding
loans due to the lower market interest rates. The securities yield decreased
from 5.59% for the six months ended June 30, 2002 to 4.60%. The decline in the
securities yield reflects the prepayment of higher-yielding securities
resulting from the low market interest rate environment.

Interest on earning assets increased $29.7 million to $125.5 million for
the six months ended June 30, 2003, up from $95.8 million for the six months
ended June 30, 2002. This increase resulted primarily from increases in
average interest-earning assets in connection with the BCC acquisition and
organic commercial loan growth. The Company had an $8.4 million increase in
interest expense, to $46.6 million for the six months ended June 30, 2003, up
from $38.2 million for the six months ended June 30, 2002. This reflects an
increase of $1.38 billion in average interest-bearing deposits resulting from
the acquisition of deposits acquired in the BCC acquisition and organic deposit
generation, partially offset by reductions in market interest rates on
interest-bearing deposits.

Average outstanding loans increased to $3.13 billion for the six months
ended June 30, 2003, from $2.29 billion for the corresponding period of 2002,
an increase of $837.5 million, or 36.6%, as a result of the Banks continued
focus on commercial lending activities and the addition of loans from the BCC
acquisition in 2002. New loan commitments of $849.7 million for the six months
ended June 30, 2003, comprised of $768.9 million in commercial loans and $81.0
million in consumer loans fuelled the growth in the loan portfolio. Loan
growth during the six months ended June 30, 2003, was offset by the internal
securitization of multifamily loans as discussed below. Average commercial
loans increased $852.1 million to $2.78 billion for the six months ended June
30, 2003, up from $1.92 billion for the six months ended June 30, 2002.
Average consumer loans decreased $14.6 million to $352.6 million for the six
months ended June 30, 2003, down from $367.2 million for the six months ended
June 30, 2002, due to the acceleration of principal prepayments resulting from
the low market interest rate environment.

Average securities increased to $1.55 billion for the six months ended
June 30, 2003, up from $697.6 million for the same period of 2002, an increase
of $ 848.9 million, or 121.7%. This increase was primarily due to the addition
of securities from the BCC acquisition, internal securitizations of loans
during the second half of 2002, and the securitization of $107.6 million of
multifamily loans during the six months ended June 30, 2003. This increase was
partially offset by securities sales and principal payments during the six
months ended June 30, 2003.

Average interest-bearing deposits increased to $3.77 billion for the six
months ended June 30, 2003, up from $2.39 billion in the corresponding period
of the prior year as a result of organic deposit generation and the addition of
deposits from the BCC acquisition. Average noninterest-bearing deposits
increased to $259.7 million for the six months ended June 30, 2003, up from
$137.7 million for the corresponding period of the prior year. This increase
of $122.0 million, or 88.6%, was a result of the Companys ongoing focus on the
generation of commercial and consumer demand deposit accounts and from the
acquisition of BCC.

Net Interest Margin. The net interest margin, calculated on a tax
equivalent basis, was 3.45% for the six months ended June 30, 2003, as compared
to 3.89% for the corresponding period of 2002. Certain interest-earning assets
of the Company qualify for state or federal tax exemptions or credits. The net
interest margin, calculated on a tax equivalent basis, considers the tax
benefit derived from these assets. The decrease in the net interest margin was
primarily a result of the impact of the assets and liabilities acquired in the
October 28, 2002 acquisition of BCC, which had a significantly lower net
interest margin than the Company. The decrease in the net interest margin was
partially offset by the continuing growth in commercial loans and in
lower-costing core deposits.

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The following table presents condensed average balance sheet information
for the Company, together with interest rates earned and paid on the various
sources and uses of funds for each of the periods indicated:



|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |      |      | 
|---------------------------------------------------------------- | --------------------------------------------------------------------------- | ---------------------------------------- | ---- | ---------------------- | ---- | ------------------------ | --------- | ------------------------ | --------- | ---------- | ------- | -------- | ------ | ------- | ---- | ---------- | ---- | ------- | --------- | --------- | --------- | -------- | ------ | ------ | ------ |  | ---- | ---- | ---- | 
|                                                                 |                                                                             |                                          |      | At                     |      |                          |           |                          |           |            |         |          |        |         |      |            |      |        
|                                                                 |                                                                             |                                          |      | June 30,               |      | For the Six months Ended |           | For the Six months Ended
|                                                                 |                                                                             |                                          |      | 2003                   |      | June 30, 2003            |           | June 30, 2002           
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                         
|                                                                 |                                                                             |                                          |      | (Dollars in Thousands)
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         | Interest |        |         |      |            |      |         |           |           |           | Interest |        |        |        | 
|                                                                 |                                                                             |                                          |      |                        |      |                          |           | Average                  |           | Income or  |         | Average  |        | Average |      | Income or  |      | Average
|                                                                 |                                                                             |                                          |      | Yield/Cost             |      | Balance                  |           | Expense                  |           | Yield/Cost |         | Balance  |        | Expense |      | Yield/Cost
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |           
|Interest-earning assets:                                         |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|                                                                 | Loans(1)                                                                    |                                          |      | 5.66                   | %    |                          | $         | 3,128,412                |           |            | $       | 89,979   |        |         |      | 5.75       | %    |         | $         | 2,290,936 |           |          | $      | 76,273 |        |  |      | 6.66 | %   
|                                                                 | Securities                                                                  |                                          |      | 4.18                   |      |                          |           | 1,546,546                |           |            |         | 35,545   |        |         |      | 4.60       |      |         |           | 697,642   |           |          |        | 19,488 |        |  |      | 5.59 |     
|                                                                 | Other                                                                       |                                          |      | 1.31                   |      |                          |           | 2,557                    |           |            |         | 19       |        |         |      | 1.49       |      |         |           | 8,118     |           |          |        | 62     |        |  |      | 1.52 |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Total interest-earning assets                                    |                                                                             |                                          | 5.16 |                        |      |                          | 4,677,515 |                          |           |            | 125,543 |          |        |         | 5.37 |            |      |         | 2,996,696 |           |           |          | 95,823 |        |        |  | 6.40 |     
|Noninterest-earning assets                                       |                                                                             |                                          |     |                        |      |                          | 192,892   |                          |           |            |        |          |        |         |     |            |      |         | 45,529    |           |           |          |       |        |        |  |     |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Total assets                                                     |                                                                             |                                          | 4.92 | %                      |      | $                        | 4,870,407 |                          |           | $          | 125,543 |          |        |         | 5.16 | %          |      | $       | 3,042,225 |           |           | $        | 95,823 |        |        |  | 6.30 |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Interest-bearing liabilities:                                    |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|                                                                 | Deposits:                                                                   |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |      |     
|                                                                 |                                                                             | NOW, checking, and money market accounts |      |                        | 1.07 |                          |           | $                        | 572,520   |            |         | $        | 3,515  |         |      |            | 1.23 |         |           | $         | 342,174   |          |        | $      | 2,695  |  |      |      | 1.58 | 
|                                                                 |                                                                             | Savings accounts                         |      |                        | 0.96 |                          |           |                          | 727,268   |            |         |          | 3,799  |         |      |            | 1.04 |         |           |           | 475,228   |          |        |        | 3,093  |  |      |      | 1.30 | 
|                                                                 |                                                                             | Time deposits                            |      |                        | 2.17 |                          |           |                          | 2,474,865 |            |         |          | 27,945 |         |      |            | 2.26 |         |           |           | 1,573,887 |          |        |        | 23,784 |  |      |      | 3.02 | 
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|                                                                 | Total deposits                                                              |                                          |      | 1.76                   |      |                          |           | 3,774,653                |           |            |         | 35,259   |        |         |      | 1.87       |      |         |           | 2,391,289 |           |          |        | 29,572 |        |  |      | 2.47 |     
|                                                                 | Borrowings                                                                  |                                          |      | 3.84                   |      |                          |           | 338,123                  |           |            |         | 7,355    |        |         |      | 4.35       |      |         |           | 257,001   |           |          |        | 6,881  |        |  |      | 5.35 |     
|                                                                 | Guaranteed preferred beneficial interests in
junior subordinated debentures |                                          |      | 5.72                   |      |                          |           | 136,000                  |           |            |         | 4,000    |        |         |      | 5.88       |      |         |           | 41,333    |           |          |        | 1,739  |        |  |      | 8.41 |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Total interest-bearing liabilities                               |                                                                             |                                          | 2.07 | %                      |      |                          | 4,248,776 |                          |           |            | 46,614  |          |        |         | 2.19 | %          |      |         | 2,689,623 |           |           |          | 38,192 |        |        |  | 2.84 |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Noninterest-bearing deposits                                     |                                                                             |                                          |      |                        |      |                          | 259,676   |                          |           |            |         |          |        |         |      |            |      |         | 137,716   |           |           |          |        |        |        |  |      |     
|Other noninterest-bearing liabilities                            |                                                                             |                                          |      |                        |      |                          | 63,633    |                          |           |            |         |          |        |         |      |            |      |         | 28,288    |           |           |          |        |        |        |  |      |     
|Stockholders equity                                             |                                                                             |                                          |      |                        |      |                          | 298,324   |                          |           |            |         |          |        |         |      |            |      |         | 186,598   |           |           |          |        |        |        |  |      |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Total liabilities and stockholders equity                       |                                                                             |                                          |      |                        |      | $                        | 4,870,407 |                          |           |            |         |          |        |         |      |            |      | $       | 3,042,225 |           |           |          |        |        |        |  |      |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Net
interest income/net interest rate spread(2) (4)              |                                                                             |                                          | 3.09 | %                      |      |                          |           |                          |           | $          | 78,929  |          |        |         | 3.17 | %          |      |         |           |           |           | $        | 57,631 |        |        |  | 3.56 | %   
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Net
interest-earning assets/net interest margin (3) (4)          |                                                                             |                                          | 3.30 | %                      |      | $                        | 428,739   |                          |           |            |         |          |        |         | 3.37 | %          |      | $       | 307,073   |           |           |          |        |        |        |  | 3.85 | %   
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     
|Ratio of interest-earning assets to interest-bearing liabilities |                                                                             |                                          | 1.11 | x                      |      |                          | 1.10      | x                        |           |            |         |          |        |         |      |            |      |         | 1.11      | x         |           |          |        |        |        |  |      |     
|                                                                 |                                                                             |                                          |      |                        |      |                          |           |                          |           |            |         |          |        |         |      |            |      |         |           |           |           |          |        |        |        |  |      |     



|(1) Nonaccrual loans are included in the table for computation purposes, but the foregone interest on such loans is excluded.                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                             
|(2) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
|                                                                                                                                                             
|(3) Net interest margin represents net interest income divided by average interest-earning assets.                                                           
|                                                                                                                                                             
|(4) Calculated on a nontax equivalent basis.                                                                                                                 

Provision for Loan Losses. The provision for loan losses reflects
managements judgment of the current period cost associated with credit risk
inherent in the Companys loan portfolio. Specifically, the provision for loan
losses represents the amount charged against current period earnings to achieve
an allowance for loan losses that, in managements judgment, is adequate to
absorb losses inherent in the Companys loan portfolio.

For the three months ended June 30, 2003, our provision for loan losses
was $2.8 million, a decrease of $53,000 compared to a provision of $2.9 million for the
corresponding period of 2002.

For the six months ended June 30, 2003, our provision for loan losses was
$3.8 million, an increase of $51,000 compared to a provision of $3.8 million for the
corresponding period of 2002.

The change in our provision for the three and six months ended June 30,
2003, was the result of the following factors:



| |  |  | Our overall loan portfolio grew from $2.34 billion at June 30, 2002,
to $3.26 billion at June 30, 2003, an increase of $912.5 million or
38.9%. Of this increase, $515.1 million was attributable to loans
acquired from the BCC acquisition that had an associated allowance for
loan loss of $8.9 million. BCCs allowance at the acquisition date of
$8.9 million was increased by $1.2 million by the Company to reflect a
loss from the sale of a problem
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |   |  | loan acquired from BCC. The loan was
identified during the due diligence process, and the loss was factored
into the acquisition cost.                                                                                                                                                                                                                                                                                                                                                                                             
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We continued to focus on commercial loan origination during 2003.
Total commercial loan origination were $768.7 million during the six
months ended June 30, 2003, compared with originations of $603.6 million
for the corresponding quarter of 2002. The concentration of commercial
lending increased to 90.5% of total loans from 87.9% in the
corresponding period of 2002. Our allowance for loan loss methodology
attributes higher loss factors to commercial loans, reflecting the
higher inherent risk in that portfolio.
|
| |  |  | Criticized loans, which are defined as those we classify as
risk-graded Special Mention, Substandard, Doubtful, or Loss, were
approximately 1.38% of total loans at June 30, 2003, compared with
criticized loans of approximately 0.61% of total loans at June 30, 2002.                                                                                                                                                                                                                                                          
|
| |  |  | Nonaccrual loans increased from $4.9 million at June 30, 2002, to
$6.7 million at June 30, 2003. The increase was primarily attributable
to two construction loans on one project that were over 90 days past
due.                                                                                                                                                                                                                                                                                                                 
|
| |  |  | To derive the provision for loan losses during the three months ended
June 30, 2003, the risk factors applied and the methodology employed
have been refined to reflect current observable data.                                                                                                                                                                                                                                                                                                                                   
|
| |  |  | Net charge-offs of $401,000 for the six months ended June 30, 2003,
decreased as compared to net charge-offs of $2.1 million for the
corresponding period of 2002. The charge-offs in the six months ended
June 30, 2003 related primarily to commercial business lending.                                                                                                                                                                                                                                                         

Noninterest Income. Noninterest income for the three months ended June
30, 2003, was $6.1 million compared to $4.0 million for the corresponding
quarter of 2002, an increase of $2.0 million, or 50.6%, primarily as a result
of an increase in commercial banking fees and gain from sale of securities.
Commercial banking fees increased 34.7% to $1.5 million for the three months
ended June 30, 2003, as compared to $1.1 million for the corresponding period
of 2002, a result of increased commercial banking activities, primarily trade
finance business. Gain on sale of loans and securities increased by 59.8% to
$3.8 million for the three months ended June 30, 2003, compared with $2.4
million for the corresponding period of 2002. There were no gains from sale of
SBA loans for the three months ended June 30, 2003 due to the timing of the
settlement of these transactions. The $3.8 million in gains recognized was
entirely attributable to the sale of securities in conjunction with the
Companys securities restructuring strategy further explained in the Financial
Condition section. The Company anticipates that the securities restructuring
program will continue in the second half of 2003.

Noninterest income for the six months ended June 30, 2003, was $9.8
million compared to $6.0 million for the corresponding quarter of 2002, an
increase of $3.8 million, or 64.4%, primarily as a result of an increase in
commercial banking fees and gain from sale of SBA loans and securities.
Commercial banking fees increased 44.3% to $3.1 million for the six months
ended June 30, 2003, as compared to $2.1 million for the corresponding period
of 2002, a result of increased commercial banking activities, primarily trade
finance business. Gain on sale of loans and securities increased by 89.2% to
$5.3 million for the six months ended June 30, 2003, compared with $2.8 million
for the corresponding period of 2002, due to increased securities sales.

Noninterest Expense. Noninterest expense of $17.9 million for the three
months ended June 30, 2003, increased $3.4 million, or 23.3%, compared with
$14.5 million for the corresponding quarter of 2002. Personnel expenses
increased to $9.2 million for the three months ended June 30, 2003, up from
$6.9 million for the corresponding period of 2002, an increase of $2.4 million,
or 34.4%. This increase is primarily due to the additional staffing resulting
from the BCC acquisition and staffing required to support continued growth of
the Banks commercial banking business. Occupancy expenses of $1.3 million are
net of rental income of $1.67 million for the three months ended June 30, 2003.
Occupancy expenses of $1.4 million are net of rental income of $250,000 for
the corresponding period of 2002. The increased occupancy expenses resulting
from the BCC acquisition were offset by the increased rental income from the
555 Montgomery corporate office building acquired in the BCC acquisition.
Professional fees were $1.4 million for the three months ended June 30, 2003,
compared with $2.4 million for the corresponding period of 2002. The decrease
was primarily attributable to one-time litigation costs incurred during 2002.
Included in noninterest expense is core deposit intangible amortization of
$538,000 for the three months ended June 30, 2003. The core deposit intangible
was recorded in connection with the acquisitions of BCC and the New York
branch. Miscellaneous expenses of $3.1 million for the

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three months ended June
30, 2003 increased $940,000, or 43.5%, compared with $2.2 million for the
corresponding quarter of 2002. The increase primarily related to additional
expenses resulting from the BCC acquisition.

Noninterest expense of $37.7 million for the six months ended June 30,
2003, increased $9.4 million, or 33.4%, compared with $28.3 million for the
corresponding period of 2002. Personnel expenses increased to $20.4 million
for the six months ended June 30, 2003, up from $14.4 million for the
corresponding period of 2002, an increase of $5.9 million, or 41.0%. This
increase is primarily due to the additional staffing resulting from the BCC
acquisition and staffing required to support continued growth of the Banks
commercial banking business. Occupancy expenses of $2.5 million are net of
rental income of $3.2 million for the six months ended June 30, 2003.
Occupancy expenses of $2.7 million are net of rental income of $500,000 for the
six months ended June 30, 2002. The increase in rental income results
primarily from rental income of the 555 Montgomery corporate office building
acquired in the BCC acquisition. Included in noninterest expense is core
deposit intangible amortization of $1.1 million for the six months ended June
30, 2003. The core deposit intangible was recorded in conjunction with the
acquisitions of BCC and the New York branch. Miscellaneous expenses of $6.0
million for the six months ended June 30, 2003 increased $1.9 million, or
47.2%, compared with $4.1 million for the corresponding quarter of 2002. The
increase primarily related to additional expenses resulting from the BCC
acquisition.

Provision for Income Taxes. The provision for income taxes was $9.5
million and $6.7 million on the income before taxes of $25.0 million and $16.5
million for the three months ended June 30, 2003 and 2002, respectively. The
effective tax rate for the quarter ended June 30, 2003, was 38.20%, compared
with 40.39% for the quarter ended June 30, 2002. The lower effective tax rate
reflects the realization of Enterprise Zone tax benefits from lending
activities associated with the BCC acquisition and the increased municipal
securities portfolio. Enterprise Zones are areas in California designated by
the California Technology, Trade and Commerce Agency as being economically
depressed. Taxpayers that conduct business activities within these boundaries
may qualify for special tax benefits.

The provision for income taxes was $17.8 million and $12.7 million on the
income before taxes of $47.2 million and $31.5 million for the six months ended
June 30, 2003 and 2002, respectively. The effective tax rate for the six
months ended June 30, 2003, was 37.79%, compared with 40.11% for the period
ended June 30, 2002. The lower effective tax rate reflects the realization of
Enterprise Zone tax benefits from lending activities associated with the BCC
acquisition and the increased municipal securities portfolio.

FINANCIAL CONDITION

The Company experienced continued asset and core deposit growth during the
second quarter of 2003. Total assets at June 30, 2003, were $5.16 billion, an
increase of $301.8 million, up from $4.85 billion at December 31, 2002. The
growth resulted primarily from increases in the loan portfolio.

During the six months ended June 30, 2003, total loans increased by $228.1
million, or 7.5%, to $3.26 billion, up from $3.03 billion at December 31, 2002.
This growth was led by an increase in commercial loans resulting from the
Banks continuing focus on originating such loans. The growth was partially
offset by the internal securitization of $107.6 million of multifamily loans
during the six months ended June 30, 2003. Total commercial loans grew to
$2.92 billion at June 30, 2003, up from $2.67 billion at December 31, 2002, as
a result of new commercial loan commitments of $768.7 million, offset by
principal repayments and the internal securitization of multifamily loans.
Consumer loans decreased to $342.0 million at June 30, 2003, from $360.4
million at December 31, 2002, primarily due to principal repayment. New loan
commitments of $849.7 million for the six months ended June 30, 2003, were
comprised of $768.7 million of commercial loans and $81.0 million of consumer
loans. Securities (including available-for-sale and held-to-maturity) totaled
$1.62 billion at June 30, 2003, an increase of $37.3 million, or 2.4%, from
$1.58 billion at December 31, 2002. This increase was primarily the result of
purchases of $603.7 million and internal securitizations of $107.6 million,
partially offset by sales of $308.1 million and principal repayments and
securities calls of $357.3 million.

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During the quarter, the Company implemented a securities restructuring
strategy to replace securities that have high prepayment and extension risk
with securities that are shorter-dated and have less prepayment and extension
risk. The Company also leveraged on its infrastructure to increase loan
production and accelerate the planned balance sheet restructuring announced at
the time of the BCC acquisition to reduce the percentage of securities and
increase the percentage of loans on the balance sheet. The securities
restructuring strategy and increased loan production will protect the Company
from mark-to-market volatility in the securities portfolio and better position
the Company for accelerated margin expansion in an upward market interest rate
environment. The Company will continue to monitor changing market conditions
and actively manage its securities restructuring strategy.

Total past due loans were 1.42% of total loans at June 30, 2003, compared
with 0.88% at December 31, 2002. The increase in the delinquency ratio at June
30, 2003 was due to delays of some borrowers in signing their commercial line
renewals. Nonperforming assets were $6.7 million, or 0.13%, of total assets at
June 30, 2003, compared with nonperforming assets of $4.7 million, or 0.10%, of
total assets at December 31, 2002. The allowance for loan losses was $52.3
million at June 30, 2003, an increase of $3.4 million from $48.9 million at
December 31, 2002. The increase in the allowance for loan losses reflected the
growth in the loan portfolio during the six months ended June 30, 2003, the
increased concentration in commercial loans, and the increase in Criticized
loans and nonperforming loans.

The following table shows the composition of the Banks loan portfolio by
amount and percentage of gross loans in each major loan category at the dates
indicated:

|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |       |  
|---------------------------------- | ----------------------------------------- | - | ---------------- | --------- | -------------------- |  | ---------------------- | ----- | - | - | --------- | --------- |  |  | ------ | ----- | -
|                                   |                                           |   | At June 30, 2003 |           | At December 31, 2002
|                                   |                                           |   |                  |           |                     
|                                   |                                           |   | Amount           |           | %                    |  | Amount                 |       | %
|                                   |                                           |   |                  |           |                      |  |                        |       |  
|                                   |                                           |   |                  |           |                      |  | (Dollars in Thousands) |       |   |   |          
|Commercial:                        |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Secured by real estate-nonresidential     |   | $                | 1,411,386 |                      |  |                        | 43.25 | % |   | $         | 1,279,809 |  |  |        | 42.20 | %
|                                   | Secured by real estate-multifamily        |   |                  | 977,935   |                      |  |                        | 29.97 |   |   |           | 914,630   |  |  |        | 30.16 |  
|                                   | Construction                              |   |                  | 239,762   |                      |  |                        | 7.35  |   |   |           | 216,218   |  |  |        | 7.13  |  
|                                   | Commercial business                       |   |                  | 292,012   |                      |  |                        | 8.95  |   |   |           | 261,787   |  |  |        | 8.63  |  
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Total commercial loans                    |   |                  | 2,921,095 |                      |  |                        | 89.52 |   |   |           | 2,672,444 |  |  |        | 88.12 |  
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Consumer:                          |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Residential mortgage (one to four family) |   |                  | 294,421   |                      |  |                        | 9.02  |   |   |           | 311,067   |  |  |        | 10.25 |  
|                                   | Other                                     |   |                  | 47,562    |                      |  |                        | 1.46  |   |   |           | 49,372    |  |  |        | 1.63  |  
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Total consumer loans                      |   |                  | 341,983   |                      |  |                        | 10.48 |   |   |           | 360,439   |  |  |        | 11.88 |  
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Total gross loans                  |                                           |   | 3,263,078        |           |                      |  | 100.00                 | %     |   |   | 3,032,883 |           |  |  | 100.00 | %    
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Net deferred loan origination fees |                                           |   | (7,196           | )         |                      |  |                        |       |   |   | (5,073    | )         |  |  |        |      
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Loans                              |                                           |   | 3,255,882        |           |                      |  |                        |       |   |   | 3,027,810 |           |  |  |        |      
|Allowance for loan losses          |                                           |   | (52,289          | )         |                      |  |                        |       |   |   | (48,865   | )         |  |  |        |      
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Net loans                          |                                           | $ | 3,203,593        |           |                      |  |                        |       |   | $ | 2,978,945 |           |  |  |        |      
|                                   |                                           |   |                  |           |                      |  |                        |       |   |   |           |           |  |  |        |      

The Company continues to emphasize production of commercial real estate
and commercial business loans and to place reduced emphasis on the origination
volume of residential mortgage (one to four family) loans. The Company
originates substantially all of its loans for portfolio retention. The Company
also originates and funds loans that qualify for guaranty issued by the SBA.
The U.S. government guarantee on such loans is generally in the range of 75% to
85% of the loan amount. The residual portion of the loan, ranging from 15% to
25%, is not guaranteed by the U.S. government, and the Company bears the credit
risk of such loans. The Company generally sells the guaranteed portion of each
SBA loan at the time of loan origination. From time-to-time, the Company may
sell a portion of the unguaranteed segment of the SBA loans. SBA regulations
require that the originator retain a minimum of 5% of the total loan amount.
The amount of the unsold guaranteed portion of SBA loans was insignificant as
of June 30, 2003, and December 31, 2002.

Construction loans, commercial business loans and SBA loans generally have
monthly repricing terms. Commercial real estate loans generally reprice
monthly or are intermediate fixed, meaning that the loans have interest rates
that are fixed for a period, typically five years, and then generally reprice
monthly or become due and payable. Multifamily loans are generally
adjustable-

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rate and reprice semiannually. Residential mortgage (one to four
family) loans may be
adjustable-rate and reprice semiannually or annually,
fixed rate for terms of 15 or 30 years, or have interest rates that are fixed
for a period, typically five years, then generally repricing semiannually or
annually.

As a result of the change of focus to commercial lending, adjustable-rate
loans increased to $2.74 billion, an increase of $228.8 million, or 9.1%, from
$2.51 billion at December 31, 2002. Fixed-rate loans increased slightly by
$1.3 million, or 0.3%, to $523.8 million, or 16.1% of gross loans at June 30,
2003, compared with $522.5 million, or 17.2% of the gross loans at December 31,
2002. At June 30, 2003, adjustable-rate loans included $293.0 million of
intermediate fixed-rate loans compared with $205.6 million at December 31,
2002, an increase of $87.4 million, or 42.5%.

The following table shows the Banks new loan commitments during the
periods indicated:

|            |                                              |                        |   |                          |         |      |   |         |         | 
|----------- | -------------------------------------------- | ---------------------- | - | ------------------------ | ------- | ---- | - | ------- | ------- | 
|            |                                              |                        |   | For the Six months Ended
|            |                                              |                        |   | June 30,                
|            |                                              |                        |   |                         
|            |                                              |                        |   | 2003                     |         | 2002
|            |                                              |                        |   |                          |         |     
|            |                                              |                        |   | (Dollars in Thousands)  
|Commercial: |                                              |                        |   |                          |         |      |   |        
|            | Secured by real estate-nonresidential(1)     |                        | $ | 256,943                  |         |      | $ | 178,655 |        
|            | Secured by real estate-multifamily (1)       |                        |   | 250,803                  |         |      |   | 242,250 |        
|            | Construction                                 |                        |   | 145,487                  |         |      |   | 78,755  |        
|            | Commercial business                          |                        |   | 115,426                  |         |      |   | 103,984 |        
|            |                                              |                        |   |                          |         |      |   |         |        
|            |                                              | Total commercial loans |   |                          | 768,659 |      |   |         | 603,644 | 
|            |                                              |                        |   |                          |         |      |   |         |        
|Consumer:   |                                              |                        |   |                          |         |      |   |        
|            | Residential mortgage (one to four family)(1) |                        |   | 65,134                   |         |      |   | 68,065  |        
|            | Home equity and other                        |                        |   | 15,906                   |         |      |   | 15,315  |        
|            |                                              |                        |   |                          |         |      |   |         |        
|            |                                              | Total consumer loans   |   |                          | 81,040  |      |   |         | 83,380  | 
|            |                                              |                        |   |                          |         |      |   |         |        
|            | Total new commitments                        |                        | $ | 849,699                  |         |      | $ | 687,024 |        
|            |                                              |                        |   |                          |         |      |   |         |        



|(1) | For nonresidential loans,
substantially all commitments have been funded. For multifamily and residential mortgage (one to four family) loans, all commitments have been funded.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Loan Securitizations.During the six months ended June 30, 2003, the
Company internally securitized $107.6 million of multifamily loans.

The Company manages its risk-based capital level through a variety of
means, including internal loan securitizations. In such securitizations, the
Company exchanges either multifamily or residential mortgage (one to four
family) loans for FNMA securities. Residential mortgage (one to four family)
loans are generally included in the 50% risk weight for risk-based capital
purposes, whereas multifamily loans may fall either into the 50% or 100% risk
weight depending on the specific criteria of each individual loan. FNMA
securities are classified as a 20% risk weight.

These internal securitizations do not have a cash impact to the Company,
since selected loans from the Companys loan portfolio are exchanged for FNMA
securities. Such securities are represented by exactly the same loans
previously held in the Companys loan portfolio. The FNMA securities are
generally held as AFS securities in the Companys investment and mortgage
backed securities portfolio.

Through these securitization transactions, the Company also reduces its
credit risk. In these securitizations, the Company fully transfers credit risk
on the related loans to FNMA. The Companys yield on the FNMA securities is
lower than the average yield on the underlying loans. This difference is the
guarantee fee that is retained by FNMA as compensation for relieving the
Company of the credit risk on these loans. Since the Company retains all of
the securities issued by FNMA in the securitization, no gain or loss is
recognized on the exchange transaction. The Company continues to service the
loans included in these securitizations.

In addition, these securitization transactions improve the Companys
liquidity, since FNMA securities receive more favorable treatment as a
collateral base for borrowings than do whole loans.

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Risk Elements. Management generally places loans on nonaccrual status
when they become 90 days past due, unless they are both well secured and in the
process of collection. When a loan is placed on nonaccrual status, any
interest previously accrued but not collected is reversed from income.

Following is the Banks risk elements table:

|                                                      |            |                                           |                  |                        |       |                        |           |                 |       |       |       | 
|----------------------------------------------------- | ---------- | ----------------------------------------- | ---------------- | ---------------------- | ----- | ---------------------- | --------- | --------------- | ----- | ----- | ----- | 
|                                                      |            |                                           |                  |                        |       | At June 30,            |           | At December 31,
|                                                      |            |                                           |                  |                        |       | 2003                   |           | 2002           
|                                                      |            |                                           |                  |                        |       |                        |           |                
|                                                      |            |                                           |                  |                        |       | (Dollars in Thousands)
|Nonaccrual loans:                                     |            |                                           |                  |                        |       |                        |           |                
|                                                      | Commercial |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            | Secured by real estate-nonresidential     |                  | $                      |      |                        |           | $               |      |      
|                                                      |            | Secured by real estate-multifamily        |                  |                        |      |                        |           |                 |      |      
|                                                      |            | Construction loans                        |                  |                        | 4,843 |                        |           |                 | 4,533 |      
|                                                      |            | Commercial business                       |                  |                        | 1,839 |                        |           |                 | 68    |      
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            |                                           | Total commercial |                        |       | 6,682                  |           |                 |       | 4,601 |      
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|                                                      | Consumer   |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            | Residential mortgage (one to four family) |                  |                        |      |                        |           |                 |      |      
|                                                      |            | Other                                     |                  |                        |      |                        |           |                 | 53    |      
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            |                                           | Total consumer   |                        |       |                       |           |                 |       | 53    |      
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            |                                           |                  | Total nonaccrual loans |       |                        | 6,682     |                 |       |       | 4,654 | 
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|Other real estate owned (OREO)                      |            |                                           |                 |                        |       |                        |          |                
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|Total nonperforming assets                            |            | $                                         | 6,682            |                        |       | $                      | 4,654     |                
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|Nonperforming assets to total assets                  |            |                                           | 0.13             | %                      |       |                        | 0.10      | %              
|Nonaccrual loans to loans                             |            |                                           | 0.21             |                        |       |                        | 0.15      |                
|Nonperforming assets to loans and OREO                |            |                                           | 0.21             |                        |       |                        | 0.15      |                
|Loans                                                 |            | $                                         | 3,255,882        |                        |       | $                      | 3,027,810 |                
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|Gross income not recognized on nonaccrual loans       |            | $                                         | 159              |                        |       | $                      | 211       |                
|Accruing loans contractually past due 90 days or more |            | $                                         | 1,892            |                        |       | $                      | 4,302     |                
|Performing restructured loans not included above      |            | $                                         | 9,189            |                        |       | $                      |          |                

Total nonperforming assets were $6.7 million at June 30, 2003, an increase
of $2.0 million, up from $4.7 million at December 31, 2002. The increase was
primarily attributable to two commercial business loans that were over 90 days
past due. The Bank records OREO at the lower of carrying value or fair value
less estimated disposal costs. Any write-down of OREO is charged to earnings.
There were no OREOs at June 30, 2003, or December 31, 2002.

Of the $9.2 million of loans classified as restructured loans as of June
30, 2003, $9.1 million represents a performing commercial real estate loan.
The restructured classification is due to the Bank making interest rate
concessions on a separate $965,000 loan to the same obligor on the same property during
the quarter. The $965,000 loan is included in the nonaccrual loans in the table
above. No interest rate concessions were made on the $9.1 million performing
commercial real estate loan.

Management cannot predict the extent to which economic conditions in the
Banks market area may worsen or the full impact that such conditions may have
on the Banks loan portfolio. Accordingly, there can be no assurance that
other loans will not become 90 days or more past due, be placed on nonaccrual
status, or become impaired or restructured loans or OREO in the future.

Allowance for Loan Losses. The Company has an established process to
determine the adequacy of the allowance for loan losses, which assesses the
risks and losses inherent in its portfolio. This process provides an allowance
consisting of two components, a SFAS 114 component and a SFAS 5 component. To
arrive at the total allowance, the Company combines estimates of the allowances
needed for loans analyzed individually (including impaired loans subject to
SFAS No. 114, Accounting by Creditors for Impairment of a Loan), and loans
analyzed on a pooled basis, subject to SFAS No. 5, Accounting for
Contingencies.

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The Company applies a credit risk grade to each loan based on standardized
risk grade categories, which is monitored to ensure timely identification of
potential credit weaknesses and appropriate classification of loans. Loans
graded Special Mention, Substandard, Doubtful or Loss, known collectively as
Criticized loans, are evaluated on an individual basis. The Company analyzes
these loans for impairment using either a cash flow or collateral based
methodology.

Non-Criticized loans are segmented into pools based on the underlying
risks and performance of the portfolio (i.e., based on type of lending and
further subdivided by delinquency status). Loss factors are estimated using a
combination of loss experience of the Companys other than criticized loan
portfolio and external industry data. These loss factors are applied to the
pools on a systematic basis.

To mitigate imprecision and incorporate the range of probable outcomes
inherent in estimates of expected credit losses, the SFAS 5 component of the
allowance is supplemented by an economic surcharge. The economic surcharge
incorporates the Companys judgmental determination of economic uncertainties
and other subjective factors, including industry trends affecting specific
portfolio segments that have not yet resulted in changes to individual loan
grades. The SFAS 114 and SFAS 5 (including economic surcharge) calculation
represents the total allowance for loan losses that would adequately cover
probable losses inherent in the loan portfolio. Although management has
allocated a portion of the allowance to specific loan categories, the adequacy
of the allowance must be considered in its entirety.

The Companys determination of the level of the allowance and,
correspondingly, the provision for loan losses rests upon various judgments and
assumptions, including (1) general economic conditions, (2) loan portfolio
composition, (3) prior loan loss experience and peer analysis, (4) the
evaluation of credit risk related to both individual borrowers and pools of
homogenous loans, and (5) the Companys ongoing examination processes and those
of its regulators. The Company has an internal credit review function that
continuously reviews loan quality and reports the results of its examinations
to executive management and the Board of Directors. Such reviews also assist
management in establishing the level of the allowance. The Companys bank
subsidiary is subject to examination by its primary regulator, the Federal
Deposit Insurance Corporation (FDIC). These examinations occur each year and
target various activities, including both the loan grading system and specific
segments of the loan portfolio.

The Company considers the allowance for loan losses of $52.3 million
adequate to cover losses inherent in its loan portfolio at June 30, 2003.

The following table sets forth information concerning the Banks allowance
for loan losses for the dates indicated:

|                                            |  |                          |        |      |  |   |        |  
|------------------------------------------- |  | ------------------------ | ------ | ---- |  | - | ------ | -
|                                            |  | For the Six months Ended
|                                            |  | June 30,                
|                                            |  |                         
|                                            |  | 2003                     |        | 2002
|                                            |  |                          |        |     
|                                            |  | (Dollars in Thousands)  
|Balance at beginning of period              |  | $                        | 48,865 |      |  | $ | 34,550 |  
|Provision for loan losses                   |  |                          | 3,825  |      |  |   | 3,774  |  
|Loans charged off                           |  |                          | (1,261 | )    |  |   | (2,126 | )
|Recoveries                                  |  |                          | 860    |      |  |   | 23     |  
|                                            |  |                          |        |      |  |   |        |  
|Balance at end of period                    |  | $                        | 52,289 |      |  | $ | 36,221 |  
|                                            |  |                          |        |      |  |   |        |  
|Allowance for loan losses to loans          |  |                          | 1.61   | %    |  |   | 1.55   | %
|Annualized net charge-offs to average loans |  |                          | 0.03   | %    |  |   | 0.18   | %

Securities. The Company maintains an investment and mortgage-backed
securities portfolio (portfolio) to provide both liquidity and enhance the
income of the organization. The portfolio is comprised of two segments:
Available For Sale (AFS) and Held to Maturity (HTM). The Company does not
maintain a trading portfolio. The Company carries the AFS portfolio at fair
value, with unrealized changes in the fair value of the securities reflected as
Accumulated Other Comprehensive Income. At the end of each month, the Company
adjusts the carrying value of its AFS portfolio to reflect the current fair
value of each security. The HTM portfolio is carried at amortized cost. At
the time a security is purchased, the Company classifies it either as AFS or
HTM. Securities are classified as HTM if the Company has the positive intent
and ability to hold such securities to maturity.

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The Companys portfolio investments are governed by the Asset and
Liability Policy (A/L Policy), which is approved by the Board of Directors of
the Company. The A/L Policy sets forth exposure limits for selected
investments,
as a function of total assets, total securities and Tier I Capital. The
A/L Policy further sets forth maximum maturity and duration limits. The A/L
Policy also further limits the concentration in a particular investment as a
function of the total issue. The A/L Policy sets forth goals for each type of
investment with respect to Return on Assets, Return on Equity and Return on
Risk-Based Capital. It also sets forth limits for interest rate sensitivity
for each type of investment.

Permitted investments include U.S. Government obligations, agency
securities, municipal obligations, investment grade securities, commercial
paper, corporate debt, money market mutual funds and guaranteed preferred
beneficial interests in junior subordinated debentures. The Companys Board
has directed management to invest in securities with the objective of
optimizing the yield on investments that appropriately balances the risk-based
capital utilization and interest rate sensitivity. The A/L Policy requires
that all securities be of investment grade at the time of purchase.

To protect against the accelerating prepayment speed of the securities
portfolio due to lower market interest rate environment, the Company
implemented a securities portfolio restructuring strategy during the three
months ended June 30, 2003. Under this strategy, the Company began selling
securities which had the highest exposure to prepayment and extension risk, and
purchased shorter-dated securities with reduced prepayment and extension risk.

During the three months ended June 30, 2003, the Company also began to
purchase securities to replace the securities to be acquired with the FCB
acquisition. The FCB securities restructuring is in anticipation of
accelerated prepayment of the portfolio in a low market interest rate
environment and for risk-based capital management purposes.

The securities portfolio (including available-for-sale and
held-to-maturity) increased by $37.3 million, or 2.3%, to $1.62 billion during
the six months ended June 30, 2003, up from $1.58 billion at December 31, 2002.
The increase in securities is a result of purchases of $603.7 million and
$107.6 million of FNMA securities received in the internal securitization of
multifamily loans, partially offset by sales, payments and calls of securities
totaling $665.5 million.

The portfolio provides liquidity for the Companys operations. Such
liquidity can either be realized through the sale of AFS securities or through
borrowing. Securities are generally pledged as collateral for any such
borrowings.

During
the six months ended June 30, 2003, the Company increased its
held-to-maturity portfolio from $112.0 million at December 31, 2002 to $253.3
million. This increase of $141.3 million resulted from purchased securities
during the period that were classified as held-to-maturity, a reflection of the
Companys intent and ability to hold these securities to maturity based upon
our liquidity position and the size of our portfolio. The Company plans from
time-to-time to continue to purchase securities for its held-to-maturity
portfolio.

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The following table presents the Banks securities portfolio on the dates
indicated:

|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |           | 
|------------------------------------------------------------------ | ---------------------------------------------------------------- | --------------------------------------------------- | --------- | ---------------- | --------- | -------------------- | --------- | ---------------------- | --------- | ------ | --------- | ------- | --------- | - | --------- | ------- | --------- | 
|                                                                   |                                                                  |                                                     |           | At June 30, 2003 |           | At December 31, 2002
|                                                                   |                                                                  |                                                     |           |                  |           |                     
|                                                                   |                                                                  |                                                     |           | Amortized        |           | Market               |           | Amortized              |           | Market
|                                                                   |                                                                  |                                                     |           | Cost             |           | Value                |           | Cost                   |           | Value 
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |       
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           | (Dollars in Thousands) |           |        |           |        
|Investment securities available for sale:                          |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |        
|                                                                   | Trust Preferred Securities                                       |                                                     | $         | 20,400           |           |                      | $         | 18,522                 |           |        | $         | 62,313  |           |   | $         | 58,176  |          
|                                                                   | Federal Agency Notes                                             |                                                     |           | 120,360          |           |                      |           | 120,625                |           |        |           | 45,252  |           |   |           | 45,304  |          
|                                                                   | Asset-backed Securities                                          |                                                     |           | 19,331           |           |                      |           | 19,248                 |           |        |           | 5,826   |           |   |           | 5,739   |          
|                                                                   | Municipals                                                       |                                                     |           | 90               |           |                      |           | 90                     |           |        |           | 360     |           |   |           | 360     |          
|                                                                   | Foreign Debt Securities                                          |                                                     |           |                 |           |                      |           |                       |           |        |           | 8,017   |           |   |           | 8,014   |          
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|                                                                   |                                                                  | Total investment securities available for sale      |           |                  | 160,181   |                      |           |                        | 158,485   |        |           |         | 121,768   |   |           |         | 117,593   | 
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|Mortgage-backed securities available for sale:                     |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |        
|                                                                   | FNMA                                                             |                                                     |           | 684,045          |           |                      |           | 695,150                |           |        |           | 577,731 |           |   |           | 590,373 |          
|                                                                   | GNMA                                                             |                                                     |           | 159,079          |           |                      |           | 160,949                |           |        |           | 280,263 |           |   |           | 286,153 |          
|                                                                   | FHLMC                                                            |                                                     |           | 317,776          |           |                      |           | 318,844                |           |        |           | 289,094 |           |   |           | 289,959 |          
|                                                                   | Other                                                            |                                                     |           | 32,175           |           |                      |           | 31,921                 |           |        |           | 184,919 |           |   |           | 185,309 |          
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|                                                                   |                                                                  | Total mortgage-backed securities available for sale |           |                  | 1,193,075 |                      |           |                        | 1,206,864 |        |           |         | 1,332,007 |   |           |         | 1,351,794 | 
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|Total investment and mortgage-backed securities available for sale |                                                                  | $                                                   | 1,353,256 |                  |           | $                    | 1,365,349 |                        |           | $      | 1,453,775 |         |           | $ | 1,469,387 |        
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|Investment securities held to maturity:                            |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |        
|                                                                   | Municipals                                                       |                                                     | $         | 167,540          |           |                      | $         | 175,521                |           |        | $         | 111,049 |           |   | $         | 113,637 |          
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|Mortgage-backed securities held to maturity:                       |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |        
|                                                                   | GNMA                                                             |                                                     |           | 84,829           |           |                      |           | 86,259                 |           |        |           |        |           |   |           |        |          
|                                                                   | Other                                                            |                                                     |           | 935              |           |                      |           | 935                    |           |        |           | 945     |           |   |           | 945     |          
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|                                                                   |                                                                  | Total mortgage-backed held to maturity              |           |                  | 85,764    |                      |           |                        | 87,194    |        |           |         | 945       |   |           |         | 945       | 
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          
|                                                                   | Total investment and mortgage-backed securities held to maturity |                                                     | $         | 253,304          |           |                      | $         | 262,715                |           |        | $         | 111,994 |           |   | $         | 114,582 |          
|                                                                   |                                                                  |                                                     |           |                  |           |                      |           |                        |           |        |           |         |           |   |           |         |          

As of June 30, 2003, the carrying value of the securities was $1.61
billion and the market value was $1.63 billion. The total unrealized gain on
these securities was $21.5 million. Of this total, $12.1 million relates to
securities that are available for sale on which the unrealized gain, net of
tax, is included as an addition to stockholders equity. The difference
between the carrying value and market value of securities, which are held to
maturity, aggregating a gain of $9.4 million, has not been recognized in the
financial statements as of June 30, 2003. The unrealized net gains are the
result of movements in market interest rates.

In conjunction with the Companys review of the fair value of securities,
for the six months ended June 30, 2003, an other than temporary impairment
charge of $787,000 was recorded for trust preferred securities contained in the
available-for-sale portfolio due to the downgrading of the issuing banks from
rating agencies.

Deposits. Deposits are the Banks primary source of funds to use in
lending and investment activities. Deposit balances were $4.16 billion at June
30, 2003, which represented an increase of $152.7 million from $4.01 billion at
December 31, 2002. Core deposit balances increased by $146.5 million, or 9.7%
to $1.65 billion at June 30, 2003, compared with $1.50 billion at December 31,
2002. Core deposits include NOW, demand deposit, money market and savings
accounts. The growth in core deposits resulted primarily from the Banks
continued focus on developing new and expanding existing commercial and
consumer relationships in the ethnic Chinese community, its retail niche
market. At June 30, 2003, 60.3% of our deposits were time deposits; 21.2% were
NOW, demand deposit and money market accounts; and 18.5% were savings accounts.
By comparison, at December 31, 2002, 62.4% of deposits were time deposits;
20.3% were NOW, demand deposit and money market accounts; and 17.3% were
savings accounts.

The Bank obtains deposits primarily from the communities it serves. No
material portion of its deposits are from or are dependent on any one person or
industry. At June 30, 2003, the 100 depositors with the largest aggregate
deposit balances comprised less than 17% of the Banks total deposits. The
Bank accepts deposits in excess of $100,000 from customers. Included in time
deposits as of June 30, 2003, is $1.42 billion of deposits of $100,000 or
greater. Such deposits comprise 34.2% of total deposits. The majority of the
time deposits as of June 30, 2003, mature in one year or less.

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The following table presents the balances and rates paid for categories of
deposits at the dates indicated:

|                                               |                     |   |                  |           |                      |  |                        |      |              |   |           |           |          |  |      |      | 
|---------------------------------------------- | ------------------- | - | ---------------- | --------- | -------------------- |  | ---------------------- | ---- | ------------ | - | --------- | --------- | -------- |  | ---- | ---- | 
|                                               |                     |   | At June 30, 2003 |           | At December 31, 2002
|                                               |                     |   |                  |           |                     
|                                               |                     |   |                  |           |                      |  | Weighted               |      |              |   |           |           | Weighted
|                                               |                     |   | Balance          |           | Average Rate         |  | Balance                |      | Average Rate
|                                               |                     |   |                  |           |                      |  |                        |      |             
|                                               |                     |   |                  |           |                      |  | (Dollars in Thousands) |      |              |   |          
|NOW, demand deposits and money market accounts |                     | $ | 882,587          |           |                      |  | 0.74                   | %    |              | $ | 813,122   |           |          |  | 0.86 | %   
|Savings accounts                               |                     |   | 768,358          |           |                      |  | 0.96                   |      |              |   | 691,318   |           |          |  | 1.10 |     
|Time deposits:                                 |                     |   |                  |           |                      |  |                        |      |              |   |           |           |          |  |      |     
|                                               | Less than $100,000  |   |                  | 1,087,943 |                      |  |                        | 2.07 |              |   |           | 1,109,633 |          |  |      | 2.36 | 
|                                               | $100,000 or greater |   |                  | 1,420,615 |                      |  |                        | 2.26 |              |   |           | 1,392,740 |          |  |      | 2.53 | 
|                                               |                     |   |                  |           |                      |  |                        |      |              |   |           |           |          |  |      |     
|                                               | Total time deposits |   |                  | 2,508,558 |                      |  |                        | 2.18 |              |   |           | 2,502,373 |          |  |      | 2.45 | 
|                                               |                     |   |                  |           |                      |  |                        |      |              |   |           |           |          |  |      |     
|Total deposits                                 |                     | $ | 4,159,503        |           |                      |  | 1.65                   | %    |              | $ | 4,006,813 |           |          |  | 1.90 | %   
|                                               |                     |   |                  |           |                      |  |                        |      |              |   |           |           |          |  |      |     

Other Borrowings.The Bank maintains borrowing lines with numerous
correspondent banks and brokers and with the Federal Home Loan Bank (FHLB) of
San Francisco to supplement our supply of lendable funds. Such borrowings are
generally secured with mortgage loans and/or securities with a market value at
least equal to outstanding balances. In addition to loans and securities,
advances from the FHLB of San Francisco are typically secured by a pledge of
our stock in the FHLB of San Francisco. At June 30, 2003, the Bank had $397.6
million of advances outstanding compared to $353.4 million outstanding at
December 31, 2002. FHLB advances increased $44.2 million during the period
primarily to fund securities purchases in anticipation of the securities
portfolio restructuring with the FCB acquisition.

Included in the $397.6 million of FHLB advances as of June 30, 2003, were
$125.9 million of short-term advances, which mature within one year. Of the
$271.6 million in long-term advances, $29.0 million mature between 2005 and
2008. An additional $242.6 million mature between 2006 and 2008 with
provisions that allow the FHLB of San Francisco, at their option, to terminate
the advances at quarterly intervals at specified periods ranging from three to
five years beyond the original advance dates. As of June 30, 2003, $226.6
million of these advances may be terminated at the option of the FHLB.

The following table sets forth certain information regarding short and
long-term borrowings of the Bank at or for the dates indicated:

|                                |                                                                         |  |                                |         |      |  |   |         |  
|------------------------------- | ----------------------------------------------------------------------- |  | ------------------------------ | ------- | ---- |  | - | ------- | -
|                                |                                                                         |  | At or For the Six months Ended
|                                |                                                                         |  | June 30,                      
|                                |                                                                         |  |                               
|                                |                                                                         |  | 2003                           |         | 2002
|                                |                                                                         |  |                                |         |     
|                                |                                                                         |  | (Dollars in Thousands)        
|Short-term borrowings:          |                                                                         |  |                                |         |      |  |   |        
|FHLB of San Francisco advances: |                                                                         |  |                                |         |      |  |   |        
|                                | Average balance outstanding                                             |  | $                              | 65,371  |      |  | $ | 8,156   |  
|                                | Maximum amount outstanding at any month end                             |  |                                | 125,936 |      |  |   | 18,220  |  
|                                | Balance outstanding at end of period                                    |  |                                | 125,936 |      |  |   | 9,000   |  
|                                | Weighted average interest rate during the period                        |  |                                | 1.45    | %    |  |   | 4.97    | %
|                                | Weighted average interest rate at end of period                         |  |                                | 1.46    | %    |  |   | 4.63    | %
|                                | Weighted average remaining term to maturity at end of period (in years) |  |                                |        |      |  |   |        |  
|Long-term borrowings:           |                                                                         |  |                                |         |      |  |   |        
|FHLB of San Francisco advances: |                                                                         |  |                                |         |      |  |   |        
|                                | Average balance outstanding                                             |  | $                              | 272,752 |      |  | $ | 248,845 |  
|                                | Maximum amount outstanding at any month end                             |  |                                | 275,835 |      |  |   | 253,000 |  
|                                | Balance outstanding at end of period                                    |  |                                | 271,638 |      |  |   | 249,000 |  
|                                | Weighted average interest rate during the period                        |  |                                | 5.04    | %    |  |   | 5.37    | %
|                                | Weighted average interest rate at end of period                         |  |                                | 5.12    | %    |  |   | 5.36    | %
|                                | Weighted average remaining term to maturity at end of period (in years) |  |                                | 5       |      |  |   | 6       |  

Guaranteed Preferred Beneficial Interests in Junior Subordinated
Debentures.The Company established special purpose trusts in 1998, 2001 and
2002 for the purpose of issuing Guaranteed Preferred Beneficial Interests in
its Subordinated Debentures (Capital Securities). The trusts exist for the
sole purpose of issuing the Capital Securities and investing the proceeds
thereof in Junior Subordinated Debentures issued by the Company. The trusts
are subsidiaries of the Company and are consolidated with the Company for
reporting purposes. Payment of distributions out of the monies

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held by the trust and payments on liquidation of the trust, or the
redemption of the Capital Securities, are guaranteed by the Company to the
extent the trusts have funds available. The obligations of the Company under
the guarantees and Junior Subordinated Debentures are subordinate and junior in
right of payment to all indebtedness of the Company and will be structurally
subordinated to all liabilities and obligations of the Companys subsidiaries.

The Company had $136.0 million of Capital Securities outstanding at June
30, 2003, and December 31, 2002. The proceeds of the 2002 issuances were
primarily used to fund the acquisition of BCC in October 2002.

Regulatory Capital. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines as calculated under regulatory accounting practices. As of June 30,
2003, the Bank met the Well Capitalized requirements under these guidelines.
The total risk-based capital ratio of the Bank at June 30, 2003, was 11.77%, as
compared with 11.52% at December 31, 2002. The ratio of Tier I Capital (as
defined in the regulations) to average assets (as defined) of the Bank at June
30, 2003, was 7.40% as compared with 7.57% at December 31, 2002. The decrease
in the Tier I Capital to average assets ratio in comparison to the increase in
the total risk-based capital ratio is due to the impact the acquisition of BCC
had on the average balance sheet at December 31, 2002. The Company is
categorized as Well Capitalized. The Companys total risk-based capital
ratio is higher than the Banks due to the inclusion of the Capital
Securities as capital in the risk-based capital calculation. Capital
Securities are includable as capital up to 25% of Tier I Capital.

Contractual Obligation and Off-Balance Sheet Arrangements.The following
table presents, as of June 30, 2003, the Companys significant contractual
obligations by payment date. The payment amounts represent those amounts
contractually due to the recipient.

|                                                                            |  |                 |           |      |  |      |         |      |  |                        |        |                |  |   |        |  |  |   |       |  |  |   |         | 
|--------------------------------------------------------------------------- |  | --------------- | --------- | ---- |  | ---- | ------- | ---- |  | ---------------------- | ------ | -------------- |  | - | ------ |  |  | - | ----- |  |  | - | ------- | 
|                                                                            |  | Payments Due In
|                                                                            |  |                
|                                                                            |  | 2003            |           | 2004 |  | 2005 |         | 2006 |  | 2007                   |        | 2008 and after
|                                                                            |  |                 |           |      |  |      |         |      |  |                        |        |               
|                                                                            |  |                 |           |      |  |      |         |      |  | (Dollars in Thousands) |        |                |  |   |        |  |  |  
|Time deposits                                                               |  | $               | 1,497,404 |      |  | $    | 971,370 |      |  | $                      | 22,464 |                |  | $ | 12,678 |  |  | $ | 3,209 |  |  | $ | 1,433   | 
|Borrowings                                                                  |  |                 | 121,936   |      |  |      | 4,000   |      |  |                        | 6,000  |                |  |   | 15,871 |  |  |   | 6,000 |  |  |   | 243,767 | 
|Guaranteed preferred beneficial interests in
junior subordinated debentures |  |                 |          |      |  |      |        |      |  |                        |       |                |  |   |       |  |  |   |      |  |  |   | 136,000 | 
|Lease payment commitments                                                   |  |                 | 2,169     |      |  |      | 3,367   |      |  |                        | 2,680  |                |  |   | 2,093  |  |  |   | 1,724 |  |  |   | 7,401   | 

The following table presents significant commitments at June 30, 2003
(dollars in millions):

|                                                                                               |                                       |                                           |  |               |       |                   |  |      |       | 
|---------------------------------------------------------------------------------------------- | ------------------------------------- | ----------------------------------------- |  | ------------- | ----- | ----------------- |  | ---- | ----- | 
|                                                                                               |                                       |                                           |  | June 30, 2003 |       | December 31, 2002
|                                                                                               |                                       |                                           |  |               |       |                  
|Financial instruments whose contract amounts
represent credit risk:                            |                                       |                                           |  |               |       |                   |  |     
|                                                                                               | Commitments to extend credit:         |                                           |  |               |       |                   |  |      |      
|                                                                                               |                                       | Consumer (including residential mortgage) |  | $             | 85.9  |                   |  | $    | 86.5  | 
|                                                                                               |                                       | Commercial (excluding construction)       |  |               | 346.4 |                   |  |      | 342.1 | 
|                                                                                               |                                       | Construction                              |  |               | 171.2 |                   |  |      | 188.6 | 
|                                                                                               |                                       | Letters of credit                         |  |               | 28.7  |                   |  |      | 49.1  | 
|                                                                                               | Commitments to purchase securities    |                                           |  |              |       |                   |  | 17.3 |      
|Financial instruments whose notional or
contract amounts exceed the the amount of
credit risk: |                                       |                                           |  |               |       |                   |  |     
|                                                                                               | Foreign exchange contracts receivable |                                           |  | 0.4           |       |                   |  | 10.2 |      
|                                                                                               | Foreign exchange contracts payable    |                                           |  | 0.4           |       |                   |  | 10.2 |      

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses.
Letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. These letters of
credit are usually secured by inventories or by deposits held at the Company.
Foreign exchange contracts are contracts to purchase or sell currencies in the
over-the-counter market. Such contracts can be either for immediate or forward
delivery. The Bank purchases or sells foreign exchange contracts in order to
hedge a balance sheet or off-balance sheet foreign exchange position.
Additionally, the Bank purchases and sells foreign exchange contracts for
customers, as long as the foreign exchange risk is fully hedged with an
offsetting position.

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Liquidity.As a financial institution, we must maintain sufficient levels
of liquid assets at all times to meet our cash flow needs. The A/L Policy of
the Company, as approved by the Board of Directors, requires the Company to
maintain liquidity in an amount necessary to meet its business needs. The A/L
Policy further specifies that certain measures of liquidity be met and reported
periodically to the Board. The Board evaluates the adequacy of the Companys
available liquidity based upon current business trends. Further, the Company
projects its liquidity resources and requirements twelve months forward and
demonstrates to the Board how it will continue to meet the Board-specified
liquidity requirements during that period.

The Company has not recently experienced, nor does it anticipate, any
material changes in its liquidity resources or on its demands for such
resources, which may result from existing commitments.

The Company has not recently experienced, nor does it anticipate
experiencing, any material changes in its capital resources. The Company
maintains total borrowing capacity of approximately $943.2 million, of which
$541.4 million was available for use as of June 30, 2003.

The Company does not have any off-balance sheet financing arrangements as
of June 30, 2003, and December 31, 2002.

Capital Resources.The Company has continuously declared quarterly
dividends on common stock since 1999. During the six months ended June 30,
2003, the Company paid aggregate dividends of $2.1 million. The payment of
such dividends did not have a significant impact of the liquidity of the
Company. As a result of the dividend payouts, the total capital of the Company
was reduced by $2.3 million during the six months ended June 30, 2003. The
payment of dividends during the six months ended 2003 had the effect of
reducing the Tier I leverage capital ratio by six basis points and risk-based
capital ratio by seven basis points.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the Companys exposure to market risk
since the information was disclosed in the Companys Annual Report dated
December 31, 2002, on file with the Securities and Exchange Commission (SEC
File No. 0-24947).




ITEM 4. CONTROLS AND PROCEDURES

At the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Companys
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Companys controls and
procedures as defined in the Securities Exchange Act of 1934, as amended (the
Exchange Act), Rule 13(a)-15(e).  Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer have determined that such controls and
procedures are effective. During the second quarter of 2003, there were no
changes in the Companys internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.




PART II- OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

The Companys wholly-owned subsidiary, United Commercial Bank, has been a
party to litigation incidental to various aspects of its operations, in the
ordinary course of business.

Management is not currently aware of any litigation that will have a
material adverse impact on the Companys consolidated financial condition, or
the results of operations.




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company entered into a Rights Agreement dated as of January 28, 2003,
with Mellon Investor Services LLC as Rights Agent (the Rights Plan). In
connection with the Rights Plan, the Companys Board of Directors authorized
the distribution of one right (Right) for each share of the Companys common
stock, outstanding as of the close of business on January 31, 2003. The Rights
were distributed on February 14, 2003, and expire on January 27, 2013. A
complete copy of the Rights Plan was attached as an exhibit to the Companys
current report on Form 8-K filed with the Securities and Exchange Commission on
January 29, 2003.




ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 24, 2003, the Company held its annual meeting of stockholders for
the purpose of the election of directors of the Company; the approval of the
Amendment to the 1998 Stock Option Plan to increase the number of shares
reserved under the Plan to 9,567,600; the approval of the amendment to the
Companys Amended and Restated Certificate of Incorporation to increase the
total number of authorized shares of Common Stock to 180,000,000; and for the
ratification of the appointment of PricewaterhouseCoopers LLP as the Companys
independent accountants for the year ending December 31, 2003. The results
reflect votes of security holders prior to the Companys two-for-one stock
split, effective April 8, 2003.

|   |                                                            |                     |  |          |            |          |  |           |         |  |  |  |   | 
|-- | ---------------------------------------------------------- | ------------------- |  | -------- | ---------- | -------- |  | --------- | ------- |  |  |  | - | 
|   |                                                            |                     |  | Number   |            | Number   |  |           |         | 
|   |                                                            |                     |  | of Votes |            | of Votes |  | Broker   
|   |                                                            |                     |  | For      |            | Withheld |  | Non-Votes
|   |                                                            |                     |  |          |            |          |  |          
|1. | Election of Directors of the
Company
For three-year terms: |                     |  |          |            |          |  |           |         |  |  |  |  
|   |                                                            | Jonathan H. Downing |  |          | 18,574,383 |          |  |           | 381,513 |  |  |  |  | 
|   |                                                            | Michael Tun Zan     |  |          | 18,027,331 |          |  |           | 928,565 |  |  |  |  | 

Messrs. Downing and Tun Zan were elected for terms which expire in 2006.
The continuing directors on the Board consist of Messrs. Godwin Wong and Thomas
S. Wu whose terms expire in 2004 and Ms. Li-Lin Ko and
Messrs. Ronald S. McMeekin and Joseph S.
Wu whose terms expire in 2005.

|   |                                                                                                                               |  |           |            |          |  |            |           |           |  |  |         |  |  |  |   | 
|-- | ----------------------------------------------------------------------------------------------------------------------------- |  | --------- | ---------- | -------- |  | ---------- | --------- | --------- |  |  | ------- |  |  |  | - | 
|   |                                                                                                                               |  | Number of |            | Number   |  | Number of  |           |           |  | 
|   |                                                                                                                               |  | Votes     |            | of Votes |  | Votes      |           | Broker   
|   |                                                                                                                               |  | For       |            | Against  |  | Abstaining |           | Non-Votes
|   |                                                                                                                               |  |           |            |          |  |            |           |          
|2. | Approval of the
amendment to the
1998 Stock Option
Plan to increase
the number of
shares reserved
under the Plan to
9,567,600 |  |           | 15,683,907 |          |  |            | 3,157,093 |           |  |  | 114,896 |  |  |  |  | 

|   |                                                                                                                                                                                               |  |           |            |          |  |            |           |           |  |  |         |  |  |  |   | 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ---------- | -------- |  | ---------- | --------- | --------- |  |  | ------- |  |  |  | - | 
|   |                                                                                                                                                                                               |  | Number of |            | Number   |  | Number of  |           |           |  | 
|   |                                                                                                                                                                                               |  | Votes     |            | of Votes |  | Votes      |           | Broker   
|   |                                                                                                                                                                                               |  | For       |            | Against  |  | Abstaining |           | Non-Votes
|   |                                                                                                                                                                                               |  |           |            |          |  |            |           |          
|3. | Approval of the
amendment to the
Companys Amended
and Restated
Certificate of
Incorporation to
increase the total
number of
authorized shares
of Common Stock
from 90,000,000 to
180,000,000 |  |           | 17,609,787 |          |  |            | 1,236,918 |           |  |  | 109,191 |  |  |  |  | 

|   |                                                                                                        |  |           |            |          |  |            |           |           |  |  |         |  |  |  |   | 
|-- | ------------------------------------------------------------------------------------------------------ |  | --------- | ---------- | -------- |  | ---------- | --------- | --------- |  |  | ------- |  |  |  | - | 
|   |                                                                                                        |  | Number of |            | Number   |  | Number of  |           |           |  | 
|   |                                                                                                        |  | Votes     |            | of Votes |  | Votes      |           | Broker   
|   |                                                                                                        |  | For       |            | Against  |  | Abstaining |           | Non-Votes
|   |                                                                                                        |  |           |            |          |  |            |           |          
|4. | Ratification of
the appointment of
PricewaterhouseCoopers LLP as the
Companys
independent
accountants |  |           | 17,766,874 |          |  |            | 1,082,742 |           |  |  | 106,280 |  |  |  |  | 




ITEM 5. OTHER INFORMATION

Corporate Developments.On July 14, 2003, the Company announced the
completion of its acquisition of privately-held First Continental Bank (FCB),
a full-service commercial bank headquartered in Rosemead, California, with four
branches serving the San Gabriel Valley in southern California. Under the
terms of the agreement announced on April 3, 2003, FCB was merged into the
Companys subsidiary, UCB, and the Company issued approximately 2.3 million
shares in exchange for the outstanding shares of FCB. As of June 30, 2003, FCB
had total assets of $343.6 million, loans of $243.4

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##### Table of Contents



million and deposits of
$312.4 million. The FCB acquisition strengthens the Companys competitive
position and franchise in southern California and is expected to be slightly
accretive to earnings in 2003.




ITEM 6. EXHIBITS AND REPORTS
ON FORM 8-K



|(a)  |  | List of Exhibits (filed herewith unless otherwise noted)                                                                                                                       
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|3.1  |  | Amended and Restated Certificate of Incorporation of UCBH Holdings, Inc.*                                                                                                      
|    
|3.2  |  | Bylaws of UCBH Holdings, Inc.***                                                                                                                                               
|    
|3.3  |  | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of UCBH Holdings, Inc.**                                                                     
|    
|3.3  |  | Certificate of Designation, Preferences and Rights of Series A Participating Preferred Stock ***                                                                               
|    
|4.0  |  | Form of Stock Certificate of UCBH Holdings, Inc.*                                                                                                                              
|    
|4.1  |  | Indenture of UCBH Holdings, Inc., dated April 17, 1998, relating to
Series B Junior Subordinated Debentures****                                                                
|    
|4.2  |  | Form of Certificate of Series B Junior Subordinated Debenture****                                                                                                              
|    
|4.4  |  | Amended and Restated Declaration of Trust of UCBH Trust Co.****                                                                                                                
|    
|4.5  |  | Form of Series B Capital Security Certificate for UCBH Trust Co.****                                                                                                           
|    
|4.6  |  | Form of Series B Guarantee of the Company relating to the Series B Capital Securities****                                                                                      
|    
|4.7  |  | Rights Agreement dated as of January 28, 2003*****                                                                                                                             
|    
|10.1 |  | Employment Agreement between United Commercial Bank and Thomas S. Wu*                                                                                                          
|    
|10.2 |  | Employment Agreement between UCBH Holdings, Inc. and Thomas S. Wu*                                                                                                             
|    
|10.3 |  | Form of Termination and Change in Control Agreement between United
Commercial Bank and certain executive officers*                                                             
|    
|10.4 |  | Form of Termination and Change in Control Agreement between UCBH
Holdings, Inc. and certain executive officers*                                                                
|    
|10.5 |  | Amended UCBH Holdings, Inc. 1998 Stock Option Plan**                                                                                                                           
|    
|21.0 |  | Subsidiaries of UCBH Holdings, Inc.***                                                                                                                                         
|    
|31.1 |  | Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act, as
amended, signed and dated by Thomas S. Wu.                                                           
|    
|31.2 |  | Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act, as
amended, signed and dated by Jonathan H. Downing.                                                    
|    
|32   |  | Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Thomas
S. Wu and Jonathan H. Downing.
|    
|(b)  |  | Reports on Form 8-K                                                                                                                                                            

The Company filed with the Securities and Exchange Commission a report on
Form 8-K on July 18, 2003, covering information reported under Item 9.
Regulation FD Disclosure but furnished pursuant to Item 12. Results of
Operation and Financial Condition in accordance with SEC Release No. 33-8216.



---

|*     |  | Incorporated by reference to the exhibit of the same number from the
Companys Registration Statement on Form S-1, filed with the Securities
and Exchange Commission on July 1, 1998 (SEC File No. 333-58325).                      
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|**    |  | Incorporated by reference to the exhibit of the same number from the
Companys Form 10-Q for the quarter ended June 30, 2001, filed with the
Securities and Exchange Commission on May 3, 2001 (SEC File No. 0-24947).              
|     
|***   |  | Incorporated by reference to the exhibit of the same number from the
Companys Form 10-K for the fiscal year ended December 31, 2002, filed
with the Securities and Exchange Commission on February 25, 2003 (SEC File
No. 0-24947).
|     
|****  |  | Incorporated by reference to the exhibit of the same number from the
Companys Registration Statement on Form S-4, filed with the Securities
and Exchange Commission on July 1, 1998 (SEC File No. 333-58325).                      
|     
|***** |  | Incorporated by reference to the exhibit of the same number from the
Companys current report on Form 8-K, filed with the Securities and
Exchange Commission on January 29, 2003 (SEC File No. 0-24947).                            

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                      |  |                              
|--------------------- |  | -----------------------------
|                      |  | UCBH HOLDINGS, INC           
|                      |  |                              
|Date: August 12, 2003 |  | /s/ Thomas S. Wu             
|                      |  |                              
|                      |  | Thomas S. Wu                 
|                      |  | Chairman, President and      
|                      |  | Chief Executive Officer      
|                      |  | (principal executive officer)
|                      |  |                              
|Date: August 12, 2003 |  | /s/ Jonathan H. Downing      
|                      |  |                              
|                      |  | Jonathan H. Downing          
|                      |  | Executive Vice President and 
|                      |  | Chief Financial Officer      
|                      |  | (principal financial officer)

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EXHIBIT INDEX

|     |  |                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certificate pursuant to Rule 13a-14(a) of the
Securities Exchange Act, as amended, signed and dated by
Thomas S. Wu.                                                           
|    
|31.2 |  | Certificate pursuant to Rule 13a-14(a) of the
Securities Exchange Act, as amended, signed and dated by
Jonathan H. Downing.                                                    
|    
|32   |  | Certificate pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, signed and dated by
Thomas S. Wu and Jonathan H. Downing.