**EXHIBIT 10.9****UCBH HOLDINGS, INC.****SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN**     The UCBH HOLDINGS, INC. Senior Executive Annual Incentive Plan (“Plan”) is intended to providean annual incentive whereby a significant portion of the selected executive’s compensation is basedon his or her efforts in achieving specified performance objectives established for a given Year.The Plan is designed to attract, motivate and retain key executives on a market-competitive basisin which total cash compensation levels are closely linked with accomplishment of UCBH Holdings’financial and strategic objectives.**Definitions**     Except as otherwise specified or as the context may otherwise require, the following termshave the meanings indicated below for the purposes of this Plan:     **Board**means the Board of Directors of UCBH Holdings, Inc. and United Commercial Bank.     **Code**means the Internal Revenue Code of 1986, as amended.     **Committee**means the Compensation Committee (formerly the Human Resources Committee) of theBoard or any such other Committee to which the Board has delegated the responsibility foradministering the Plan. The Committee shall consist of three or more members of the Board who are“outside directors” as defined in Code Section 162(m) and the regulations thereunder.     **Disability**means disability according to the definition prescribed in Section 409A of theInternal Revenue Code.     **Joint Venture**means any partnership designated by the Committee where UCBH Holdings, Inc.maintains 50% or more of the voting securities of the venture or any such lesser percentage as theCommittee may determine, in its sole discretion.     **Layoff**means a termination which is not for cause but rather is due to a permanent orindefinite reduction in the workforce, including, but not limited to, the elimination of aParticipant’s position as a result of a facility closure, discontinuance or relocation ofoperations, acquisition, reorganization or sale (including the sale by UCBH Holdings, Inc. of abusiness unit, division, product line or functionally related group of assets).     **Participant**means an eligible employee of UCBH Holdings, Inc. or United Commercial Bankselected for plan participation in accordance with the procedures set forth in this Plan.     **Plan**means the UCBH Holdings, Inc. Senior Executive Annual Incentive Plan as set forth herein.     **Plan Compensation**means the amounts earned for the Year as a consequence of the Plan.
 

 
     **Retirement**is as defined in the United Commercial Bank Savings Plus 401(k) Plan.     **Subsidiary**means any corporation designated by the Committee in which UCBH Holdings, Inc. ownsan equity interest.     **UCBH Holdings, Inc.**means UCBH Holdings, Inc., United Commercial Bank and its Subsidiaries andJoint Ventures.     **Year**means the fiscal year of UCBH Holdings, Inc.**Administration**     The Committee is empowered with the following duties related to the Plan: administer the Plan;interpret the Plan; propose, change, or eliminate features of the Plan (including terminating thePlan); and determine the rights and obligations of Participants under the Plan. The Committee maydelegate certain of these activities, and all other matters as it solely determines, but it may notdelegate its determination of specific performance goals to be met on the certification that suchgoals have been met. All decisions of the Committee shall be final and binding upon all partiesincluding UCBH Holdings, Inc., its shareholders, and its participants.**Eligibility and Participation**     Within the first 90 days of each Year, the Committee shall identify in writing which UCBHHoldings, Inc. and United Commercial Bank executive officers will participate in the Plan for suchYear. Additions to the Plan during a Year shall be made only in the event of a promotion or newhire of an executive officer.     At the time of identifying the executive officers to participate in the Plan for that Year,the Committee shall also specify the objective formula on which the Plan Compensation will be basedfor that year.**Performance Criteria & Maximum Incentive**     Plan Compensation will be paid only upon the achievement of specific performance goalsestablished by the Committee, in writing, within the first 90 days of each Year. In the case of anewly-hired or promoted individual added to the Plan during a Year, specific performance goals mustbe set before 25% of such individual’s service to UCBH Holdings, Inc. for the performance periodestablished for the individual has elapsed. Such performance goals may be unique each Year and willbe based on one or more of the following performance-based criteria:   **•** Return on assets **•** Price earnings ratio**•** Return on average assets **•** Operating income**•** Return on equity **•** Efficiency ratio**•** Return on capital **•** Loan portfolio growth**•** Return on revenues **•** Core deposit growth**•** Cash flow **•** Credit quality
 

 
   **•** Book value **•** Net interest margin**•** Stock price performance **•** Core earnings**•** Earnings per share       Each of these performance criteria are to be specifically defined by the Committee on a UCBHHoldings, Inc.-specific basis or in comparison with the performance with other companies in thesame industry. At the time the goals are established, the Committee may provide that the specificperformance targets will be adjusted to exclude the effect of specified items of an unusual ornonrecurring nature, or provide that no such adjustment will be made. The maximum annual incentiveaward payable under the Plan to a specific Participant may not exceed three million dollars($3,000,000) for any given Plan Year. Lesser maximum target awards may also be established by theCommittee for each Participant.     The Committee, in its sole discretion, may reduce or eliminate an earned award, but may notunder any circumstances increase such award.**Payments**     Before any payments are made under the Plan, the Committee must certify in writing that theperformance goals justifying the payment of Plan Compensation have been met. Amounts earned underthe Plan will generally be paid within two and a half months following the close of the Plan Yearto which the performance relates but in any event will be paid by the December 31 following the endof the Plan Year to which the performance relates. Generally, the Participant must be an activeemployee of UCBH Holdings, Inc. on the last business day of the Plan Year in order to receive thepayment of Plan Compensation when it is ultimately made. Active employment will be determined bythe Committee, in its sole discretion.     Exceptions to this rule may be made in the cases of death, Layoff, Disability, or Retirement.The amount earned in the event of such an exception shall be prorated and payment made no laterthan the payment for then-active Participants for the affected Plan Year. If death, Layoff,Disability, or Retirement occurs after the close of a Plan Year, but before payment is made onbehalf of that Plan Year, such event shall not affect the calculated bonus, although the Committeeretains in all cases its discretion to reduce or eliminate the earned bonus amount.
 

 
**Miscellaneous**     **No Contract or Guarantee of Continued Employment.**Eligibility to participate in the Plan isnot a guarantee of continued employment. The Plan does not constitute a contract of employment, andUCBH Holdings, Inc. specifically reserves the right to terminate a Participant’s employment at anytime with or without cause and with or without notice or assigning a reason.     **No Guarantee of Plan Compensation.**Eligibility to participate in this Plan does not guaranteethe payment of Plan Compensation. Participants who have accrued rights to Plan Compensation shallbe general unsecured creditors of UCBH Holdings, Inc. and shall not have any interest in the incomeor assets of UCBH Holdings, Inc.     **Assignments and Transfers.**With the exception of transfer by beneficiary designation, will orby the laws of descent and distribution, rights under the Plan may not be transferred or assigned.     **Withholding Tax.**The UCBH Holdings, Inc. will deduct from all cash payments due to aParticipant all taxes required by law to be withheld with respect to such payments.**Governing Law**     The Plan shall be construed, administered and governed in all respects under and by theapplicable internal laws of **California,**without giving effect to the principles of conflicts of lawthereof.**Plan Amendment and Termination**     The Committee may, in its sole and absolute discretion, amend, suspend or terminate the Planat any time, with or without advance notice to Participants. Notwithstanding the foregoing, noamendment to the Plan shall be effective which would increase the maximum award payable, whichwould change the specified performance objectives for payment of awards, or which would modify therequirements as to eligibility for participation unless the stockholders of UCBH Holdings, Inc.shall have first approved such change. Under no circumstances may the Plan be amended to permit theCommittee to increase the amount of the then-current Plan Year’s target award once the performancegoals for the Plan Year have been set.**Effective Date of the Plan**     This Plan shall be effective on the date it is approved by the shareholders of UCBH Holdings,Inc. This approval must occur within one year after approval by the Board. Any grant of PlanCompensation prior to the approval by the shareholders of the UCBH Holdings, Inc. shall be void ifsuch approval is not obtained.