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EXHIBIT 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
UCBH HOLDINGS, INC. UCBH HOLDINGS, INC., (the Corporation), organized and existing under and
by virtue of the Delaware General Corporation Law, the original Certificate of
Incorporation of which was filed on June 28, 1988, under the name of USB
Holdings, Inc., with the Secretary of State of Delaware, DOES HEREBY CERTIFY: 1. That the Board of Directors of said corporation has adopted, in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware, the Second Amended and Restated Certificate of
Incorporation as set forth below. 2. That the stockholders of the Corporation have adopted and approved said
amendment in accordance with the provisions of General Corporation Law of the
State of Delaware. 3. Pursuant to Sections 242 and 245 of the General Corporation Law of the State
of Delaware, this Second Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation including any prior amendments thereto. 4. The text of the Amended and Restated Certificate of Incorporation is hereby
restated and further amended to read in its entirety as follows: FIRST: The name of the Corporation is UCBH Holdings, Inc. (hereinafter
sometimes referred to as the Corporation). SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the registered agent at that
address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware. FOURTH: A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred ninety million
(190,000,000) consisting of:  1.
    
    Ten million (10,000,000) shares of
Preferred Stock, par value one cent ($.01) per share
(the Preferred Stock); and2.
    
    One hundred eighty million
(180,000,000) shares of Common Stock, par value one
cent ($.01) per share (the Common Stock). B. Series A Participating Preferred Stock  1.
    
    Designation and Amount. Page 1




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The shares of such series shall be designated as
Series A Participating Preferred Stock and the
number of shares constituting such series shall be
100,000.2.
    
    Dividends and Distributions.  a.
    
    Subject to the prior
and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior
and superior to the shares of Series A
Participating Preferred Stock with respect to
dividends, the holders of shares of Series A
Participating Preferred Stock shall be entitled
to receive, when, as and if declared by the
Board of Directors out of funds legally
available for the purpose, quarterly dividends
payable in cash on the first day of January,
April, July and October in each year (each such
date being referred to herein as a Quarterly
Dividend Payment Date), commencing on the first
Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of
Series A Participating Preferred Stock, in an
amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject
to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount
of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions
other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since
the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of
Series A Participating Preferred Stock. In the
event the Corporation shall at any time after
February 14, 2003 (the Rights Declaration
Date) (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a
smaller number of shares, then in each such case
the amount to which holders of shares of Series
A Participating Preferred Stock were entitled
immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the
numerator of which is the number of shares of
Common Stock outstanding immediately after such
event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.b.
    
    The Corporation shall
declare a dividend or distribution on the Series
A Participating Preferred Stock as provided in
Section B.2(a) of this Article FOURTH above
immediately after it declares a dividend or
distribution on the Common Stock (other than a
dividend payable in shares of Common Stock);
provided that, in the event no dividend or
distribution shall have been declared on the
Common Stock during the period between any
Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Series A
Participating Preferred Stock shall nevertheless Page 2




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be payable on such subsequent Quarterly
Dividend Payment Date.c.
    
    Dividends shall begin
to accrue and be cumulative on outstanding shares of Series A Participating Preferred Stock
from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of
Series A Participating Preferred Stock, unless
the date of issue of such shares is prior to the
record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is
a date after the record date for the
determination of holders of shares of Series A
Participating Preferred Stock entitled to
receive a quarterly dividend and prior to such
Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to
accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends
paid on the shares of Series A Participating
Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and
payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the
determination of holders of shares of Series A
Participating Preferred Stock entitled to
receive payment of a dividend or distribution
declared thereon, which record date shall be no
more than 30 days prior to the date fixed for
the payment thereof.  3.
    
    Voting Rights.The holders of shares of Series A Participating
Preferred Stock shall have the following voting
rights:  a.
    
    Subject to the
provision for adjustment hereinafter set forth,
each share of Series A Participating Preferred
Stock shall entitle the holder thereof to 1000
votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event
the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend
on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in
each such case the number of votes per share to
which holders of shares of Series A
Participating Preferred Stock were entitled
immediately prior to such event shall be
adjusted by multiplying such number by a
fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is
the number of shares of Common Stock that were
outstanding immediately prior to such event.b.
    
    Except as otherwise
provided herein or by law, the holders of shares
of Series A Participating Preferred Stock and
the holders of shares of Common Stock shall vote
together as one class on all matters submitted
to a vote of stockholders of the Corporation. Page 3




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c.
    (1)
    
    
    If at any time dividends on any Series A Participating
Preferred Stock shall be in arrears in an amount
equal to six (6) quarterly dividends thereon,
the occurrence of such contingency shall mark
the beginning of a period (herein called a
default period) which shall extend until such
time when all accrued and unpaid dividends for
all previous quarterly dividend periods and for
the current quarterly dividend period on all shares of Series A Participating Preferred Stock
then outstanding shall have been declared and
paid or set apart for payment. During each
default period, all holders of Preferred Stock
(including holders of the Series A Participating
Preferred Stock) with dividends in arrears in an
amount equal to six (6) quarterly dividends
thereon, voting as a class, irrespective of
series, shall have the right to elect two (2)
directors.(2)
    
    
    During
any default period, such voting right of
the holders of Series A Participating
Preferred Stock may be exercised initially
at a special meeting called pursuant to
Section B.3(c)(3) of this Article FOURTH
or at any annual meeting of stockholders,
and thereafter at annual meetings of
stockholders, provided that neither such
voting right nor the right of the holders
of any other series of Preferred Stock, if
any, to increase, in certain cases, the
authorized number of directors shall be
exercised unless the holders of ten
percent (10%) in number of shares of
Preferred Stock outstanding shall be
present in person or by proxy. The
absence of a quorum of the holders of
Common Stock shall not affect the exercise
by the holders of Preferred Stock of such
voting right. At any meeting at which the
holders of Preferred Stock shall exercise
such voting right initially during an
existing default period, they shall have
the right, voting as a class, to elect
directors to fill such vacancies, if any,
in the Board of Directors as may then
exist up to two (2) directors or, if such
right is exercised at an annual meeting,
to elect two (2) directors. If the number
which may be so elected at any special
meeting does not amount to the required
number, the holders of the Preferred Stock
shall have the right to make such increase
in the number of directors as shall be
necessary to permit the election by them
of the required number. After the holders
of the Preferred Stock shall have
exercised their right to elect directors
in any default period and during the
continuance of such period, the number of
directors shall not be increased or
decreased except by vote of the holders of
Preferred Stock as herein provided or
pursuant to the rights of any equity
securities ranking senior to or pari passu
with the Series A Participating Preferred
Stock.(3)
    
    
    Unless
the holders of Preferred Stock shall,
during an existing default period, have
previously exercised their
 Page 4




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right to elect directors, the Board of
Directors may order, or any stockholder
or stockholders owning in the aggregate
not less than ten percent (10%) of the
total number of shares of Preferred
Stock outstanding, irrespective of
series, may request, the calling of a
special meeting of the holders of
Preferred Stock, which meeting shall
thereupon be called by the Chairman,
President and Chief Executive Officer, a
Vice-President or the Secretary of the
Corporation. Notice of such meeting and
of any annual meeting at which holders
of Preferred Stock are entitled to vote
pursuant to this Section B.3(c)(3) of
this Article FOURTH shall be given to
each holder of record of Preferred Stock
by mailing a copy of such notice to him
at his last address as the same appears
on the books of the Corporation. Such
meeting shall be called for a time not
earlier than 20 days and not later than
60 days after such order or request or
in default of the calling of such
meeting within 60 days after such order
or request, such meeting may be called
on similar notice by any stockholder or
stockholders owning in the aggregate not
less than ten percent (10%) of the total
number of shares of Preferred Stock
outstanding. Notwithstanding the
provisions of this Section B.3(c)(3) of
this Article FOURTH, no such special
meeting shall be called during the
period within 60 days immediately
preceding the date fixed for the next
annual meeting of the stockholders.(4)
    
    In any
default period, the holders of Common
Stock, and other classes of stock of the
Corporation, if applicable, shall continue
to be entitled to elect the whole number
of directors until the holders of
Preferred Stock shall have exercised their
right to elect two (2) directors voting as
a class, after the exercise of which right
(x) the directors so elected by the
holders of Preferred Stock shall continue
in office until their successors shall
have been elected by such holders or until
the expiration of the default period, and
(y) any vacancy in the Board of Directors
may (except as provided in Section
B.3(c)(2) of this Article FOURTH) be
filled by vote of a majority of the
remaining directors theretofore elected by
the holders of the class of stock which
elected the director whose office shall
have become vacant. References in this
Section B.3(c) of this Article FOURTH to
directors elected by the holders of a
particular class of stock shall include
directors elected by such directors to
fill vacancies as provided in clause (y)
of the foregoing sentence.(5)
    
    Immediately upon the expiration of a
default period, (x) the right of the
holders of Preferred Stock as a class to
elect directors shall cease, (y) the term
of any directors elected by the holders of
Preferred Stock as a class shall
terminate, and (z) the number of directors
shall be such Page 5




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number as may be provided for in the
certificate of incorporation or by-laws
irrespective of any increase made
pursuant to the provisions of Section
B.3(c)(2) of this Article FOURTH (such
number being subject, however, to change
thereafter in any manner provided by law
or in the certificate of incorporation
or by-laws). Any vacancies in the Board
of Directors effected by the provisions
of clauses (y) and (z) in the preceding
sentence may be filled by a majority of
the remaining directors.  d.
    
    Except as set forth
herein, holders of Series A Participating
Preferred Stock shall have no special voting
rights and their consent shall not be required
(except to the extent they are entitled to vote
with holders of Common Stock as set forth
herein) for taking any corporate action.  4.
    
    Certain Restrictions.  a.
    
    Whenever quarterly
dividends or other dividends or distributions
payable on the Series A Participating Preferred
Stock as provided in Section B.2 of this Article
FOURTH are in arrears, thereafter and until all
accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall
have been paid in full, the Corporation shall
not  (1)
    
    declare
or pay dividends on, make any other
distributions on, or redeem or purchase or
otherwise acquire for consideration any shares of stock ranking junior (either as
to dividends or upon liquidation,
dissolution or winding up) to the Series A
Participating Preferred Stock;(2)
    
    declare
or pay dividends on or make any other
distributions on any shares of stock
ranking on a parity (either as to
dividends or upon liquidation, dissolution
or winding up) with the Series A
Participating Preferred Stock, except
dividends paid ratably on the Series A
Participating Preferred Stock and all such
parity stock on which dividends are
payable or in arrears in proportion to the
total amounts to which the holders of all
such shares are then entitled;(3)
    
    redeem or
purchase or otherwise acquire for
consideration shares of any stock ranking
on a parity (either as to dividends or
upon liquidation, dissolution or winding
up) with the Series A Participating
Preferred Stock, provided that the
Corporation may at any time redeem,
purchase or otherwise acquire shares of
any such parity stock in exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or
upon dissolution, liquidation or winding
up) to the Series A Participating
Preferred Stock; or Page 6




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(4)
    
    purchase
or otherwise acquire for consideration any shares of Series A Participating Preferred
Stock, or any shares of stock ranking on a
parity with the Series A Participating
Preferred Stock, except in accordance with
a purchase offer made in writing or by
publication (as determined by the Board of
Directors) to all holders of such shares
upon such terms as the Board of Directors,
after consideration of the respective
annual dividend rates and other relative
rights and preferences of the respective
series and classes, shall determine in
good faith will result in fair and
equitable treatment among the respective
series or classes.  b.
    
    The Corporation shall
not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless
the Corporation could, under Section B.4(a) of
this Article FOURTH, purchase or otherwise
acquire such shares at such time and in such
manner.  5.
    
    Reacquired Shares.Any shares of Series A Participating Preferred Stock
purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.6.
    
    Liquidation, Dissolution or Winding Up.  a.
    
    Upon any liquidation
(voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be
made to the holders of shares of stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Series A Participating Preferred Stock unless,
prior thereto, the holders of shares of Series A
Participating Preferred Stock shall have
received an amount equal to $100 per share of
Series A Participating Preferred Stock, plus an
amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared,
to the date of such payment (the Series A
Liquidation Preference). Following the payment
of the full amount of the Series A Liquidation
Preference, no additional distributions shall be
made to the holders of shares of Series A
Participating Preferred Stock unless, prior
thereto, the holders of shares of Common Stock
shall have received an amount per share (the
Common Adjustment) equal to the quotient
obtained by dividing (i) the Series A
Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in
subparagraph (c) below to reflect such events as
stock splits, stock dividends and
recapitalizations with respect to the Common
Stock) (such number in clause (ii), the
Adjustment Number). Following the payment of
the full amount of the Series A Liquidation
Preference and the Common Adjustment in respect
of all Page 7




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outstanding shares of Series A Participating
Preferred Stock and Common Stock, respectively,
holders of Series A Participating Preferred
Stock and holders of shares of Common Stock
shall receive their ratable and proportionate
share of the remaining assets to be distributed
in the ratio of the Adjustment Number to 1 with
respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.b.
    
    In the event,
however, that there are not sufficient assets
available to permit payment in full of the
Series A Liquidation Preference and the
liquidation preferences of all other series of
preferred stock, if any, which rank on a parity
with the Series A Participating Preferred Stock,
then such remaining assets shall be distributed
ratably to the holders of such parity shares in
proportion to their respective liquidation
preferences. In the event, however, that there
are not sufficient assets available to permit
payment in full of the Common Adjustment, then
such remaining assets shall be distributed
ratably to the holders of Common Stock.c.
    
    In the event the
Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such
case the Adjustment Number in effect immediately
prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction
the numerator of which is the number of shares
of Common Stock outstanding immediately after
such event and the denominator of which is the
number of shares of Common Stock that were
outstanding immediately prior to such event.  7.
    
    Consolidation, Merger, etc.In case the Corporation shall enter into any
consolidation, merger, combination or other
transaction in which the shares of Common Stock are
exchanged for or changed into other stock or
securities, cash and/or any other property, then in
any such case the shares of Series A Participating
Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare
any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of
Series A Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common
Stock outstanding immediately after such event and
the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior
to such event. Page 8




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8.
    
    No Redemption.The shares of Series A Participating Preferred Stock
shall not be redeemable.9.
    
    Ranking.The Series A Participating Preferred Stock shall rank
junior to all other series of the Corporations
Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any
such series shall provide otherwise.10.
    
    Amendment.At any time when any shares of Series A Participating
Preferred Stock are outstanding, this Certificate of
Incorporation shall not be amended in any manner
which would materially alter or change the powers,
preferences or special rights of the Series A
Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders
of a majority or more of the outstanding shares of
Series A Participating Preferred Stock, voting
separately as a class.11.
    
    Fractional Shares.Series A Participating Preferred Stock may be issued
in fractions of a share which shall entitle the
holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit
of all other rights of holders of Series A
Participating Preferred Stock. C. The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in series, and by filing a certificate pursuant to the applicable
law of the State of Delaware (such certificate being hereinafter referred
to as a Preferred Stock Designation), to establish from time to time
the number of shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of each series
and any qualifications, limitations or restrictions thereof. The number
of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock,
without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the
terms of any Preferred Stock Designation. FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Directors and stockholders: A. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. In addition to the
powers and authority expressly conferred upon them by statute or by this
Certificate of Incorporation or the Bylaws of the Corporation, the
Directors are hereby empowered to exercise all such powers and do all
such acts and things as may be exercised or done by the Corporation. B. The Directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide. Page 9




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C. Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders. D. Special meetings of stockholders of the Corporation may be called
only by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board or as otherwise provided in the Bylaws. The
term Whole Board shall mean the total number of authorized
directorships (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to
this Board for adoption). SIXTH: A. The number of Directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by
a majority of the Whole Board. The Directors shall be divided into three
classes, as nearly equal in number as reasonably possible, with the term
of office of the first class to expire at the first annual meeting of
stockholders, the term of office of the second class to expire at the
annual meeting of stockholders one year thereafter and the term of office
of the third class to expire at the annual meeting of stockholders two
years thereafter with each Director to hold office until his or her
successor shall have been duly elected and qualified. At each annual
meeting of stockholders following such initial classification and
election, Directors elected to succeed those Directors whose terms expire
shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election with each Director to
hold office until his or her successor shall have been duly elected and
qualified. B. Subject to the rights of holders of any series of Preferred Stock
outstanding, the newly created directorships resulting from any increase
in the authorized number of Directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause may be filled only
by a majority vote of the Directors then in office, though less than a
quorum, and Directors so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of office of the
class to which they have been chosen expires. No decrease in the number
of Directors constituting the Board of Directors shall shorten the term
of any incumbent Director. C. Advance notice of stockholder nominations for the election of
Directors and of business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the
manner provided in the Bylaws of the Corporation. D. Subject to the rights of holders of any series of Preferred Stock
then outstanding, any Director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 80 percent of the voting
power of all of the then-outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of Directors,
voting together as a single class. SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
repeal Bylaws of the Corporation. Any adoption, amendment or repeal of the
Bylaws of the Corporation by the Board of Directors shall require the approval
of a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation; provided, however, that,
in addition to any vote of the holders of any class or series of stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class, shall be required to adopt, amend or repeal any provisions of the
Bylaws of the Corporation. Page 10




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EIGHTH: A. In addition to the affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided
in this Article EIGHTH:  1.
    
    any merger or consolidation of the
Corporation or any Subsidiary (as hereinafter defined)
with: (i) any Interested Stockholder (as hereinafter
defined); or (ii) any other corporation (whether or not
itself an Interested Stockholder) which is, or after
such merger or consolidation would be, an Affiliate (as
hereinafter defined) of an Interested Stockholder; or2.
    
    any sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any
Interested Stockholder, or any Affiliate of any
Interested Stockholder, of any assets of the
Corporation or any Subsidiary having an aggregate Fair
Market Value (as hereinafter defined) equaling or
exceeding 25% or more of the combined assets of the
Corporation and its Subsidiaries; or3.
    
    the issuance or transfer by the
Corporation or any Subsidiary (in one transaction or a
series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested
Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate
Fair Market Value (as hereinafter defined) equaling or
exceeding 25% of the combined Fair Market Value of the
outstanding common stock of the Corporation and its
Subsidiaries, except for any issuance or transfer
pursuant to an employee benefit plan of the Corporation
or any Subsidiary thereof; or4.
    
    the adoption of any plan or
proposal for the liquidation or dissolution of the
Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested
Stockholder; or5.
    
    any reclassification of securities
(including any reverse stock split), or
recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its
Subsidiaries or any other transaction (whether or not
with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or
indirectly, of increasing the proportionate share of
the outstanding shares of any class of equity or
convertible securities of the Corporation or any
Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any
Interested Stockholder; shall require the affirmative vote of the holders of at least 80% of the
voting power of the then-outstanding shares of stock of the Corporation
entitled to vote in the election of Directors (the Voting Stock),
voting together as a single class. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law or by any other provisions of
this Certificate of Incorporation or any Preferred Stock Designation in
any agreement with any national securities exchange or otherwise. The term Business Combination as used in this Article EIGHTH shall
mean any transaction which is referred to in any one or more of
paragraphs 1 through 5 of Section A of this Article EIGHTH. Page 11




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B. The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only the affirmative vote of the majority of
the outstanding shares of capital stock entitled to vote, or such vote
(if any), as is required by law or by this Certificate of Incorporation,
if, in the case of any Business Combination that does not involve any
cash or other consideration being received by the stockholders of the
Corporation solely in their capacity as stockholders of the Corporation,
the condition specified in the following paragraph 1 is met or, in the
case of any other Business Combination, all of the conditions specified
in either of the following paragraphs 1 or 2 are met:  1.
    
    The Business Combination shall have
been approved by a majority of the Disinterested
Directors (as hereinafter defined).2.
    
    All of the following conditions
shall have been met:  a.
    
    The aggregate amount
of the cash and the Fair Market Value as of the
date of the consummation of the Business
Combination of consideration other than cash to
be received per share by the holders of Common
Stock in such Business Combination shall at
least be equal to the higher of the following:  (1)
    
    (if applicable) the Highest Per share Price
(as hereinafter defined), including any
brokerage commissions, transfer taxes and
soliciting dealers fees, paid by the
Interested Stockholder or any of its
Affiliates for any shares of common Stock
acquired by it: (i) within the two-year
period immediately prior to the first
public announcement of the proposal of the
Business Combination (the Announcement
Date); or (ii) in the transaction in
which it became an Interested Stockholder,
whichever is higher; or(2)
    
    the Fair
Market Value per share of Common Stock on
the Announcement Date or on the date on
which the Interested Stockholder became an
Interested Stockholder (such latter date
is referred to in this Article EIGHTH as
the Determination Date), whichever is
higher.  b.
    
    The aggregate amount
of the cash and the Fair Market Value as of the
date of the consummation of the Business
Combination of consideration other than cash to
be received per share by holders of shares of
any class of outstanding Voting Stock other than
Common Stock shall be at least equal to the
highest of the following (it being intended that
the requirements of this subparagraph (b) shall
be required to be met with respect to every such
class of outstanding Voting Stock, whether or
not the Interested Stockholder has previously
acquired any shares of a particular class of
Voting Stock):  (1)
    
    (if applicable) the Highest Per Share Price
(as hereinafter defined), including any
brokerage commissions, transfer taxes and
soliciting dealers fees, Page 12




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paid by the Interested Stockholder for
any shares of such class of Voting Stock
acquired by it: (i) within the two-year
period immediately prior to the
Announcement Date; or (ii) in the
transaction in which it became an
Interested Stockholder, whichever is
higher; or(2)
    
    (if applicable) the highest preferential
amount per share to which the holders of shares of such class of Voting Stock are
entitled in the event of any voluntary or
involuntary liquidation, dissolution or
winding up of the Corporation; or(3)
    
    the Fair Market Value per share of such class of
Voting Stock on the Announcement Date or
on the Determination Date, whichever is
higher.  c.
    
    The consideration to
be received by holders of a particular class of
outstanding Voting Stock (including Common
Stock) shall be in cash or in the same form as
the Interested Stockholder has previously paid
for shares of such class of Voting Stock. If
the Interested Stockholder has paid for shares
of any class of Voting Stock with varying forms
of consideration, the form of consideration to
be received per share by holders of shares of
such class of Voting Stock shall be either cash
or the form used to acquire the largest number
of shares of such class of Voting Stock
previously acquired by the Interested
Stockholder. The price determined in accordance
with subparagraph B.2 of this Article EIGHTH
shall be subject to appropriate adjustment in
the event of any stock dividend, stock split,
combination of shares or similar event.d.
    
    After such Interested
Stockholder has become an Interested Stockholder
and prior to the consummation of such Business
Combination: (1) except as approved by a
majority of the Disinterested Directors (as
hereinafter defined), there shall have been no
failure to declare and pay at the regular date
therefor any full quarterly dividends (whether
or not cumulative) on any outstanding stock
having preference over the Common Stock as to
dividends or liquidation; (2) there shall have
been: (i) no reduction in the annual rate of
dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the
Common Stock), except as approved by a majority
of the Disinterested Directors; and (ii) an
increase in such annual rate of dividends as
necessary to reflect any reclassification
(including any reverse stock split),
recapitalization, reorganization or any similar
transaction which has the effect of reducing the
number of outstanding shares of the Common
Stock, unless the failure to so increase such
annual rate is approved by a majority of the
Disinterested Directors, and (3) neither such
Interested Stockholder or any of its Affiliates
shall have become the beneficial owner of any
additional shares of Voting Stock except as part
of the transaction which results in such
Interested Stockholder becoming an Interested
Stockholder. Page 13




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e.
    
    After such Interested
Stockholder has become an Interested
Stockholder, such Interested Stockholder shall
not have received the benefit, directly or
indirectly (except proportionately as a
stockholder), of any loans, advances,
guarantees, pledges or other financial
assistance or any tax credits or other tax
advantages provided, directly or indirectly, by
the Corporation, whether in anticipation of or
in connection with such Business Combination or
otherwise.f.
    
    A proxy or
information statement describing the proposed
Business Combination and complying with the
requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations
thereunder (or any subsequent provisions
replacing such Act, and the rules or regulations
thereunder) shall be mailed to stockholders of
the Corporation at least 30 days prior to the
consummation of such Business Combination
(whether or not such proxy or information
statement is required to be mailed pursuant to
such Act or subsequent provisions). C. For the purposes of this Article EIGHTH:  1.
    
    A Person shall include an
individual, a firm, a group acting in concert, a
corporation, a partnership, an association, a joint
venture, a pool, a joint stock company, a trust, an
unincorporated organization or similar company, a
syndicate or any other group formed for the purpose of
acquiring, holding or disposing of securities or any
other entity.2.
    
    Interested Stockholder shall mean
any person (other than the Corporation or any Holding
Company or Subsidiary thereof) who or which:  a.
    
    is the beneficial
owner, directly or indirectly, of more than 10%
of the voting power of the outstanding Voting
Stock; orb.
    
    is an Affiliate of
the Corporation and at any time within the
two-year period immediately prior to the date in
question was the beneficial owner, directly or
indirectly, of 10% or more of the voting power
of the then outstanding Voting Stock; orc.
    
    is an assignee of or
has otherwise succeeded to any shares of Voting
Stock which were at any time within the two-year
period immediately prior to the date in question
beneficially owned by any Interested
Stockholder, if such assignment or succession
shall have occurred in the course of a
transaction or series of transactions not
involving a public offering within the meaning
of the Securities Act of 1933, as amended.  3.
    
    Beneficial ownership shall be
determined pursuant to Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of
1934, as amended, (or any successor rule or statutory
provision), or, if said Rule 13d-3 shall be rescinded
and there shall be no successor rule or provision
thereto, pursuant to said Rule 13d-3 as in effect on
the date of Page 14




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filing of this Certificate of Incorporation;
provided, however, that a person shall, in any event,
also be deemed the beneficial owner of any Common
Stock:  a.
    
    which such person or
any of its affiliates beneficially owns,
directly or indirectly; orb.
    
    which such person or
any of its affiliates has: (i) the right to
acquire (whether such right is exercisable
immediately or only after the passage of time),
pursuant to any agreement, arrangement or
understanding (but shall not be deemed to be the
beneficial owner of any voting shares solely by
reason of an agreement, contract, or other
arrangement with this Corporation to effect any
transaction which is described in any one or
more of clauses 1 through 5 of Section A of this
Article EIGHTH, or upon the exercise of
conversion rights, exchange rights, warrants, or
options or otherwise, or (ii) sole or shared
voting or investment power with respect thereto
pursuant to any agreement, arrangement,
understanding, relationship or otherwise (but
shall not be deemed to be the beneficial owner
of any voting shares solely by reason of a
revocable proxy granted for a particular meeting
of stockholders, pursuant to a public
solicitation of proxies for such meeting, with
respect to shares of which neither such person
nor any such Affiliate is otherwise deemed the
beneficial owner); orc.
    
    which are
beneficially owned, directly or indirectly, by
any other person with which such first mentioned
person or any of its Affiliates acts as a
partnership, limited partnership, syndicate or
other group pursuant to any agreement,
arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of capital stock of this Corporation; and
provided further, however, that: (1) no
Director or Officer of this Corporation (or any
Affiliate of any such Director or Officer)
shall, solely by reason of any or all of such
Directors or Officers acting in their capacities
as such, be deemed, for any purposes hereof to
beneficially own any Common Stock beneficially
owned by any other such Director or Officer (or
any Affiliate thereof); and (2) neither any
employee stock ownership or similar plan of this
Corporation or any subsidiary of this
Corporation, nor any trustee with respect
thereto or any Affiliate of such trustee (solely
by reason of such capacity of such trustee),
shall be deemed, for any purposes hereof, to
beneficially own any Common Stock held under any
such plan. For purposes only of computing the
percentage of beneficial ownership of Common
Stock of a person, the outstanding Common Stock
shall include shares deemed owned by such person
through application of this subsection but shall
not include any other Common Stock which may be
issuable by this Corporation pursuant to any
agreement, or upon exercise of conversion
rights, warrants or options, or otherwise. For
all other purposes, the outstanding Common Stock
shall include only Common Stock then outstanding
and shall not include any Common Stock which may
be issuable by Page 15




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this Corporation pursuant to any agreement, or
upon the exercise of conversion rights,
warrants or options, or otherwise.  4.
    
    Affiliate and Associate shall
have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on
the date of filing of this Certificate of
Incorporation.5.
    
    Subsidiary means any corporation
of which a majority of any class of equity security is
owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the
definition of Interested Stockholder set forth in
Paragraph 2 of this Section C, the term Subsidiary
shall mean only a corporation of which a majority of
each class of equity security is owned, directly or
indirectly, by the Corporation.6.
    
    Disinterested Director means any
member of the Board of Directors who is unaffiliated
with the Interested Stockholder and was a member of the
Board of Directors prior to the time that the
Interested Stockholder became an Interested
Stockholder, and any Director who is thereafter chosen
to fill any vacancy of the Board of Directors or who is
elected and who, in either event, is unaffiliated with
the Interested Stockholder and in connection with his
or her initial assumption of office is recommended for
appointment or election by a majority of Disinterested
Directors then on the Board of Directors.7.
    
    Fair Market Value means:  a.
    
    in the case of stock,
the highest closing sales price of the stock
during the 30-day period immediately preceding
the date in question of a share of such stock on
the National Association of Securities Dealers
Automated Quotation System or any system then in
use, or, if such stock is admitted to trading on
a principal United States securities exchange
registered under the Securities Exchange Act of
1934, as amended, Fair Market Value shall be the
highest sale price reported during the 30-day
period preceding the date in question, or, if no
such quotations are available, the Fair Market
Value on the date in question of a share of such
stock as determined by the Board of Directors in
good faith, in each case with respect to any
class of stock, appropriately adjusted for any
dividend or distribution in shares of such stock
or any stock split or reclassification of
outstanding shares of such stock into a greater
number of shares of such stock or any
combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock; andb.
    
    in the case of
property other than cash or stock, the Fair
Market Value of such property on the date in
question as determined by the Board of Directors
in good faith.  8.
    
    Reference to Highest Per Share
Price shall in each case with respect to any class of
stock reflect an appropriate adjustment for any
dividend or distribution in shares of such stock or any
stock split or reclassification of Page 16




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outstanding shares of such stock into a greater
number of shares of such stock or any combination or
reclassification of outstanding shares of such stock
into a smaller number of shares of such stock.9.
    
    In the event of any Business
Combination in which the Corporation survives, the
phrase consideration other than cash to be received
as used in Subparagraphs (a) and (b) of Paragraph 2 of
Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other
class of outstanding Voting Stock retained by the
holders of such shares. D. A majority of the Disinterested Directors of the Corporation
shall have the power and duty to determine for the purposes of this
Article EIGHTH, on the basis of information known to them after
reasonable inquiry: (a) whether a person is an Interested Stockholder;
(b) the number of shares of Voting Stock beneficially owned by any
person; (c) whether a person is an Affiliate or Associate of another; and
(d) whether the assets which are the subject of any Business Combination
have, or the consideration to be received for the issuance or transfer of
securities by the Corporation or any Subsidiary in any Business
Combination has an aggregate Fair Market Value equaling or exceeding 25%
of the combined Fair Market Value of the Common Stock of the Corporation
and its Subsidiaries. A majority of the Disinterested Directors shall
have the further power to interpret all of the terms and provisions of
this Article EIGHTH. E. Nothing contained in this Article EIGHTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed
by law. F. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the Voting Stock required by
law, this Certificate of Incorporation or any Preferred Stock
Designation, the affirmative vote of the holders of at least 80 percent
of the voting power of all of the then-outstanding shares of the Voting
Stock, voting together as a single class, shall be required to alter,
amend or repeal this Article EIGHTH. NINTH: The Board of Directors of the Corporation, when evaluating any
offer of another Person ( as defined in Article EIGHTH hereof) to: (A) make a
tender or exchange offer for any equity security of the Corporation; (B) merge
or consolidate the Corporation with another corporation or entity; or (C)
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, may, in connection with the exercise of its judgment
in determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including,
without limitation, those factors that Directors of any subsidiary of the
Corporation may consider in evaluating any action that may result in a change
or potential change in the control of the subsidiary, and the social and
economic effect of acceptance of such offer: on the Corporations present and
future customers and employees and those of its Subsidiaries (as defined in
Article EIGHTH hereof); on the communities in which the Corporation and its
Subsidiaries operate or are located; on the ability of the Corporation to
fulfill its corporate objective under applicable laws and regulations; and on
the ability of its subsidiary savings association to fulfill the objectives of
stock savings association under applicable statutes and regulations. TENTH: A. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a proceeding), by reason of the fact that he or she is or
was a Director or an Officer of the Corporation or is or was serving at
the request of the Corporation as a Director, Page 17




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Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect
to an employee benefit plan (hereinafter an indemnitee), whether the
basis of such proceeding is alleged action in an official capacity as a
Director, Officer, employee or agent or in any other capacity while
serving as a Director, Officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by
the Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith; provided, however, that,
except as provided in Section C hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any
such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter an advancement of expenses); provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity
as a Director or Officer (and not in any other capacity in which service
was or is rendered by such indemnitee, including, without limitation,
services to an employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking (hereinafter an undertaking), by or
on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a final adjudication)
that such indemnitee is not entitled to be indemnified for such expenses
under this Section or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections A and B of this Article
TENTH shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee or agent
and shall inure to the benefit of the indemnitees heirs, executors and
administrators. C. If a claim under Section A or B of this Article TENTH is not paid
in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought
by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit
by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because
the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee has
not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of Page 18




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expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be
on the Corporation. D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporations Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise. E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or Affiliate or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. F. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article TENTH with respect
to the indemnification and advancement of expenses of Directors and
Officers of the Corporation. ELEVENTH: A Director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of the
Directors duty of loyalty to the Corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
to authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or
modification. TWELFTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights conferred upon
stockholders are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class, shall be required to amend or repeal this Article TWELFTH,
Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, Article
EIGHTH or Article TENTH. Page 19




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IN WITNESS WHEREOF, UCBH Holdings, Inc. has caused this Second Amended and
Restated Certificate of Incorporation, which restates and integrates and amends
the provisions of the Certificate of Incorporation and which has been duly
adopted by the Board of Directors of the Corporation and approved by the
stockholders of the Corporation in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware, to be
executed and attested by its duly authorized officers this 30th day of April
2004. UCBH Holdings, Inc.By:
    /s/ Jonathan H. DowningJonathan H. DowningExecutive Vice President and
Chief Financial Officer Page 20