**EXHIBIT 10.8****UCBH HOLDINGS, INC.****2006 EQUITY INCENTIVE PLAN**     The purpose of the UCBH Holdings, Inc. 2006 Equity Incentive Plan is to enhance the long-termshareholder value of UCBH Holdings, Inc. (the “Company”), by offering opportunities to employees,outside directors, and officers of the Company and its Affiliates to participate in the Company’sgrowth and success, and to encourage them to remain in the service of the Company and itsAffiliates, and to acquire and maintain stock ownership in the Company. Capitalized terms shallhave the meaning set forth in Section 1.     The Stock Option Plan was adopted by the Company’s Board of Directors and stockholders on July30, 1998 and subsequently amended as of April 29, 1999, April 26, 2001, April 24, 2003, September24, 2004, April 21, 2005, and May 19, 2005. The Equity Incentive Plan reflects the amendment andrestatement of the Stock Option Plan effective May 18, 2006.1. **DEFINITIONS**.     “**Affiliate**” means (i) a member of a controlled group of corporations of which the Company is amember or (ii) an unincorporated trade or business which is under common control with the Companyas determined in accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,(the “Code”) and the regulations issued thereunder. For purposes hereof, a “controlled group ofcorporations” shall mean a controlled group of corporations as defined in Section 1563(a) of theCode determined without regard to Section 1563(a)(4) and (e)(3)(C).     “**Alternate Option Payment Mechanism**” refers to one of several methods available to aParticipant to fund the exercise of a stock option set out in Section 11.     “**Award**” means an award or grant of one or some combination of one or more Non-statutory StockOptions, Incentive Stock Options, Limited Rights, Restricted Stock, Restricted Stock Units, andDividend Equivalent Rights, or any other right, interest or option relating to shares of CommonStock granted pursuant to the Plan.     “**Bank**” means United Commercial Bank.     “**Board of Directors**” or “**Board**” means the board of directors of the Company.     “**Change in Control**” means an event or series of events of a nature that at such time: (i) any“person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the“beneficial owner” (as determined under Rule 13d of such Act), directly or indirectly, of votingsecurities of the Bank or the Company representing fifty percent (50%) or more of the Bank’s or theCompany’s outstanding voting securities or right to acquire such securities except for any votingsecurities of the Bank purchased by the Company and any voting securities
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purchased by any employee benefit plan of the Bank or the Company, or (ii) a plan ofreorganization, merger, consolidation, sale of all or substantially all the assets of the Bank orthe Company or similar transaction occurs in which the Bank or the Company is not the resultingentity.     “**Code**” means the Internal Revenue Code of 1986, as amended.     “**Committee**” means a committee consisting of the entire Board of Directors or consisting solelyof two or more members of the Board of Directors who satisfy the requirements of Rule 16b-3 of theExchange Act, Section 162(m) of the Code, and the rules of any applicable stock exchange ornational market system or quotation system on which the Common Stock is listed or quoted.     “**Common Stock**” means the Common Stock of the Company, par value, $.01 per share or any stockexchanged for shares of Common Stock pursuant to Section 16 hereof.     “**Company**” means UCBH Holdings, Inc.     “**Date of Grant**” means the effective date of an Award.     “**Disability**” means the permanent and total inability by reason of mental or physicalinfirmity, or both, of a Participant to perform the work customarily assigned to him, or in thecase of a Director, to serve on the Board. Additionally, a medical doctor selected or approved bythe Board of Directors must advise the Committee that it is either not possible to determine whensuch Disability will terminate or that it appears probable that such Disability will be permanentduring the remainder of said Participant’s lifetime.     “**Dividend Equivalent Right**” means an Award granted pursuant to Section 10.     “Effective Date” means May 18, 2006, the effective date of this amendment and restatement ofthe Plan.     “**Employee**” means any person who is currently employed by the Company or an Affiliate,including officers, but such term shall not include Outside Directors; provided, however, that forpurposes of awards of Incentive Stock Options, “Employee” shall mean any person, including anofficer, who is currently employed by the Company or any “parent corporation” or “subsidiarycorporation” of the Company as defined in Sections 424(e) and 424(f) of the Code, respectively.     “**Employee Participant**” means an Employee who holds an outstanding Award under the terms of thePlan.     “**Exchange Act**” means the Securities Exchange Act of 1934, as amended.     “**Exercise Price**” means the purchase price per share of Common Stock deliverable upon theexercise of each Option in order for the option to be exchanged for shares of Common Stock.
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     “**Fair Market Value**” means, when used in connection with the Common Stock on a certain date,the price of the last reported sale of the Common Stock at the close of the regular trading day’smarket (not including any after hours market), as reported by the National Association ofSecurities Dealers Automated Quotation System (“NASDAQ”), the New York Stock Exchange (“NYSE”) orthe American Stock Exchange (“AMEX”) (as published by the Wall Street Journal, if published) onsuch date or if the Common Stock was not traded on such date, on the next preceding day on whichthe Common Stock was traded thereon or the last previous date on which a sale is reported. If theCommon Stock is not reported on the NASDAQ, AMEX or the NYSE, the Fair Market Value of the CommonStock is the value so determined by the Board in good faith by reasonable application of areasonable valuation method in accordance with Section 409A of the Code.     “**Incentive Stock Option**” means an Option granted by the Committee to a Participant, whichOption is designated by the Committee as an Incentive Stock Option pursuant to Section 7 hereof andis intended to meet the requirements of Section 422 of the Code or any successor provision thereto.     “**Limited Right**” means the right to receive an amount of cash based upon the terms set forth inSection 8 hereof.     “**Non-statutory Stock Option**” means an Option granted by the Committee to a Participantpursuant to Section 6 hereof, which is not designated by the Committee as an Incentive Stock Optionor which is redesignated by the Committee under Section 7 as a Non-Statutory Stock Option.     “**Option**” means the right to buy a fixed amount of Common Stock at the Exercise Price within alimited period of time designated as the term of the option as granted under Section 6 or 7 hereof.     “**Outside Director**” means a member of the Board of Directors of the Company or its Affiliates,who is not also an Employee.     “**Outside Director Participant**” means an Outside Director who holds an outstanding Award underthe terms of the Plan.     “**Participant**” means any Employee or Outside Director who holds an outstanding Award under theterms of the Plan.     “**Performance Goal**” means the goals determined by the Committee, in its discretion, to beapplicable to a Participant with respect to an Award. As determined by the Committee, thePerformance Goals applicable to an Award may provide for a targeted level or levels of achievementusing certain Company or individual performance measures. The Performance Goals may differ fromParticipant to Participant and from Award to Award. Any criteria used may be measured in absoluteterms or relative to comparison companies. Such Performance Goals shall be based on one or more ofthe following criteria: (i) earnings; (ii) earnings per share;
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(iii) earnings growth; (iv) return on assets; (v) return on equity; (vi) efficiency ratio;(vii) credit quality; and (viii) net interest margin. The Committee shall have the authority tomake equitable adjustments to the Performance Goals in recognition of unusual or non-recurringevents affecting the Company or the financial statements of the Company, in response to changes inapplicable laws, or to account for items of gain, loss or expense determined to be extraordinary orunusual in nature or infrequent in occurrence or related to the disposal of a segment of a businessor related to a change in accounting principles; provided, however, that to the extent required forcompliance with the exclusion from the limitation on deductibility of compensation under Section162(m) of the Code, no adjustment shall be made that would result in an increase in thecompensation of any Participant whose compensation is subject to the limitation on deductibilityunder Section 162(m) of the Code for the applicable year.     “**Plan**” means the UCBH Holdings, Inc. 2006 Equity Incentive Plan.     “**Restricted Stock**” means any share of Common Stock granted under Section 9, the rights ofownership of which are subject to restrictions prescribed by the Committee.     “**Restricted Stock Unit**” or “**RSU**” means a right granted to a Participant to receive shares ofCommon Stock upon satisfaction of specialized performance or other criteria, such as continuousservice.     “**Restriction Period**” means the period during which the shares of Restricted Stock are subjectto restrictions and therefore, the shares are subject to a substantial risk of forfeiture. Suchrestrictions may be based on continuous service, the achievement of Performance Goals, theoccurrence of other events as determined by the Committee, or a combination thereof.     “**Retirement**” with respect to an Employee Participant means termination of employment whichconstitutes retirement under any tax qualified plan maintained by the Bank or the Company. However,“Retirement” will not be deemed to have occurred for purposes of this Plan if a Participantcontinues to serve on the Board of Directors of the Company or its Affiliates even if suchParticipant is receiving retirement benefits under any retirement plan of the Bank or the Company.With respect to an Outside Director Participant, “Retirement” means the termination of service fromthe Board of Directors of the Company or its Affiliates following written notice to the Board as awhole of such Outside Director’s intention to retire or retirement as determined by the Bank (orthe Company’s) bylaws, except that an Outside Director shall not be deemed to have retired forpurposes of the Plan in the event he continues to serve as a consultant to the Board or as anadvisory director.     “**Termination for Cause**” shall mean, in the case of an Outside Director, removal from the Boardof Directors, or, in the case of an Employee, termination of employment, in both such cases asdetermined by the Board of Directors, because of an act or acts of gross misconduct, willfulneglect of duties or commission of a felony or equivalent violation of law. No act, or the failureto act, on Participant’s part shall be “willful” unless done, or omitted to be done, not in goodfaith and without reasonable belief that the action or omission was in the best interest of theBank, the Company or one of its Affiliates.
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2. **ADMINISTRATION**.     (a) The Plan shall be administered by the Committee. The Committee is authorized, subject tothe provisions of the Plan, to grant awards to Employees and Outside Directors and to establishsuch rules and regulations as it deems necessary for the proper administration of the Plan and tomake whatever determinations and interpretations in connection with the Plan it deems necessary oradvisable. All determinations and interpretations made by the Committee shall be binding andconclusive on all Participants in the Plan and on their legal representatives and beneficiaries.The Plan is designed so that Awards granted hereunder intended to comply with the requirements for“performance-based compensation” within the meaning of Section 162(m) of the Code may comply withsuch requirements, and the Committee shall interpret the Plan and Awards in a manner consistentwith such requirements.     (b) The Committee may delegate all authority for: the determination of forms of payment to bemade by or received by the Plan; the execution of Award Agreements; the determination of FairMarket Value; and the determination of all other aspects of administration of the Plan to theexecutive officer(s) of the Company; provided, however, any such delegation shall be permissibleonly to the extent it does not cause any Award to fail to qualify as: (i) “performance-basedcompensation” within the meaning of Section 162(m) of the Code, as applicable; or (ii) an exempttransaction under Rule 16b-3 under Exchange Act. The Committee may rely on the descriptions,representations, reports and estimates provided to it by the management of the Company fordeterminations to be made pursuant to the Plan.3. **TYPES OF AWARDS AND RELATED RIGHTS**.     The Committee shall have the authority, in its sole discretion, to determine the type or typesof Awards to be made under the Plan; provided, however, after October 3, 2004, the Committee mayonly award or grant those Awards that either comply with the applicable requirements of Section409A of the Code, or do not result in the deferral of compensation within the meaning of Section409A of the Code. Such Awards may include, but are not limited to, Incentive Stock Options,Nonqualified Stock Options, Limited Rights, Restricted Stock, Restricted Stock Units, and DividendEquivalent Rights. Awards may be granted singly, in combination or in tandem so that the settlementor payment of one automatically reduces or cancels the other. Awards may also be made incombination or in tandem with, as alternatives to, or as the payment form for, grants or rightsunder any other employee or compensation plan of the Company.4. **STOCK SUBJECT TO THE PLAN**.     (a) **General**. Subject to adjustment as provided in Section 16, the maximum number ofshares reserved for Awards under the Plan is23,657,6481 shares of the Common Stock.These shares of Common Stock may be either authorized but unissued shares or authorized shares 1 This number and all other share numbersreferred to in this Plan reflect the adjustments pursuant to theCompany’s stock splits and additional shares reserved pursuant to thePlan as of April 12, 2005.
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previously issued and reacquired by the Company. To the extent that Awards are granted underthe Plan, the shares underlying such Awards will be unavailable for any other use including futuregrants under the Plan except that, to the extent that Awards terminate, expire, are forfeited orare canceled without having been exercised (in the case of Limited Rights, exercised for cash), newAwards may be made with respect to these shares.     (b) **Limitations**.          (i) Subject to adjustment as provided in Section 16, not more than an aggregate of 23,657,648Shares may be issued under the Plan as Incentive Stock Options.          (ii) Subject to adjustment as provided in Section 16, the maximum number of shares of CommonStock with respect to which Options or Limited Rights, or a combination thereof, may be grantedduring any calendar year to any individual Participant shall be 2,000,000, and the maximum numberof Shares with respect to which Restricted Stock or Restricted Stock Units may be granted duringany calendar year to any individual Participant shall be 2,000,000. These limitations shall beapplied and construed consistently with Section 162(m) of the Code.5. **ELIGIBILITY**.     Subject to the terms herein all Employees and Outside Directors shall be eligible to receiveAwards under the Plan.6. **NON-STATUTORY STOCK OPTIONS**.     To the extent permitted by Section 3, the Committee may, subject to the limitations of thePlan and the availability of shares reserved but unawarded in the Plan, from time to time, grantNon-statutory Stock Options to Employees and Outside Directors and, upon such terms and conditionsas the Committee may determine, grant Non-statutory Stock Options in exchange for and uponsurrender of previously granted Awards under this Plan. Non-statutory Stock Options granted underthis Plan are subject to the following terms and conditions:     (a) **Exercise Price**. The Exercise Price of each Non-statutory Stock Option shall bedetermined by the Committee on the date the option is granted. Such Exercise Price shall not beless than 100% of the Fair Market Value of the Common Stock on the Date of Grant. Shares may bepurchased only upon full payment of the Exercise Price or upon operation of an Alternate OptionPayment Mechanism set out in Section 11 hereof.     (b) **Terms of Options**. The term during which each Non-statutory Stock Option may beexercised shall be determined by the Committee, but in no event shall a Non-statutory Stock Optionbe exercisable in whole or in part more than 10 years from the Date of Grant. The Committee shalldetermine the date on which each Non-statutory Stock Option shall become exercisable. The sharescomprising each installment may be purchased in whole or in part at any time during the term ofsuch Option after such installment becomes exercisable. The Committee may, in its sole discretion,accelerate the time at which any Non-statutory Stock Option may be
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exercised in whole or in part. The acceleration of any Non-statutory Stock Option under theauthority of this paragraph creates no right, expectation or reliance on the part of any otherParticipant or that certain Participant regarding any other unaccelerated Non-statutory StockOptions.     (c) **Termination of Employment or Service****.**Upon the termination of a Participant’semployment or service in the event of Disability, death or within twelve months after a Change inControl, all Non-statutory Stock Options shall immediately vest and be exercisable for the shorterof (i) one year after such termination; or (ii) the term of the option as set forth in Section6(b). In the event of Termination for Cause or termination of a Participant’s employment or servicefor any other reason including voluntary resignation, all Non-statutory Stock Options shall beexercisable for the shorter of (i) one year after such termination; or (ii) the term of the Optionas set forth in Section 6(b), only as to those options which have vested as of the date of theParticipant’s termination of employment or service. Any unvested Non-statutory Stock Options shallbecome null and void and shall not be exercisable by or delivered to the Participant after suchdate of termination.     (d) **Awards to Outside Directors**. Upon election or appointment to the Board eachOutside Director shall receive a grant of 24,000 Non-statutory Stock Options. For each additionalthree-year period of service, each Outside Director shall receive an additional grant of 24,000Non-statutory Stock Options. All Non-statutory Stock Options granted to Outside Directors shallvest annually in equal portions over three years. All Awards to Outside Directors are subject tothe terms and conditions of this Plan.7. **INCENTIVE STOCK OPTIONS**.     To the extent permitted by Section 3, the Committee may, subject to the limitations of thePlan and the availability of shares reserved but unawarded in the Plan, from time to time, grantIncentive Stock Options to Employees. Incentive Stock Options granted pursuant to the Plan shall besubject to the following terms and conditions:     (a) **Exercise Price**. The Exercise Price of each Incentive Stock Option shall be notless than 100% of the Fair Market Value of the Common Stock on the Date of Grant. However, if atthe time an Incentive Stock Option is granted to a Participant, the Participant owns Common Stockrepresenting more than 10% of the total combined voting securities of the Company and any “parentcorporation” or “subsidiary corporation” of the Company as defined in Sections 424(e) and 424(f) ofthe Code, respectively (or, under Section 424(d) of the Code, is deemed to own Common Stockrepresenting more than 10% of the total combined voting power of all classes of stock of theCompany and any “parent corporation” or “subsidiary corporation” of the Company as defined inSections 424(e) and 424(f) of the Code, respectively, by reason of the ownership of such classes ofstock, directly or indirectly, by or for any brother, sister, spouse, ancestor or lineal descendentof such Participant, or by or for any corporation, partnership, estate or trust of which suchParticipant is a shareholder, partner or beneficiary), (“10% Owner”), the Exercise Price per shareof Common Stock deliverable upon the exercise of each Incentive Stock Option shall not be less than110% of the Fair Market Value of the Common Stock on the Date
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of Grant. Shares may be purchased only upon payment of the full Exercise Price or uponoperation of an Alternate Option Payment Mechanism set out in Section 11 hereof.     (b) **Amounts of Options**. Incentive Stock Options may be granted to any Employee insuch amounts as determined by the Committee; provided that the amount granted is consistent withthe terms of Section 422 of the Code. In the case of an option intended to qualify as an IncentiveStock Option, the aggregate Fair Market Value (determined as of the time the Option is granted) ofthe Common Stock with respect to which Incentive Stock Options granted are exercisable for thefirst time by the Participant during any calendar year (under all plans of the Participant’semployer corporation and its parent and subsidiary corporations) shall not exceed $100,000. Theprovisions of this Section 7(b) shall be construed and applied in accordance with Section 422(d) ofthe Code and the regulations, if any, promulgated thereunder. To the extent an award under thisSection 7 exceeds this $100,000 limit, the portion of the Options in excess of such limit shall bedeemed a Non-statutory Stock Option. The Committee shall have discretion to redesignate Optionsgranted as Incentive Stock Options as Non-Statutory Stock Options. Such redesignation shall not bedeemed to be a new grant or a regrant of such Options. Such Non-statutory Stock Options shall besubject to Section 6 hereof.     (c) **Terms of Options**. The term during which each Incentive Stock Option may beexercised shall be determined by the Committee, but in no event shall an Incentive Stock Option beexercisable in whole or in part more than 10 years from the Date of Grant. If at the time anIncentive Stock Option is granted to a Participant who is a 10% Owner, the Incentive Stock Optiongranted to such Employee Participant shall not be exercisable after the expiration of five yearsfrom the Date of Grant. No Incentive Stock Option granted under this Plan is transferable except bywill or the laws of descent and distribution and is exercisable in his lifetime only by theEmployee Participant to whom it is granted.     The Committee shall determine the date on which each Incentive Stock Option shall becomeexercisable. The shares comprising each installment may be purchased in whole or in part at anytime during the term of such option after such installment becomes exercisable. The Committee may,in its sole discretion, accelerate the time at which any Incentive Stock Option may be exercised inwhole or in part. The acceleration of any Incentive Stock Option under the authority of thisparagraph creates no right, expectation or reliance on the part of any other Participant or thatcertain Participant regarding any other unaccelerated Incentive Stock Options.     (d) **Termination of Employment**. Upon the termination of a Participant’s employment orservice in the event of Disability, Retirement, death or within twelve months after a Change inControl, all Incentive Stock Options shall immediately vest and be exercisable for the shorter of(i) one year after such termination; or (ii) the term of the Option as set forth in Section 7(c).In the event of Termination for Cause or termination of a Participant’s employment or service forany other reason including voluntary resignation, all Incentive Stock Options shall be exercisablefor the shorter of (i) one year after such termination; or (ii) the term of the Option as set forthin Section 7(c) only as to those options which have vested as of the date of the Participant’stermination of employment or service. Any unvested Incentive Stock Options shall become null andvoid and shall not be exercisable by or delivered to the Participant after such date oftermination.
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     (e) **Compliance with Code**. The Options granted under this Section are intended toqualify as incentive stock options within the meaning of Section 422 of the Code, but the Companymakes no warranty as to the qualification of any option as an incentive stock option within themeaning of Section 422 of the Code. All Options that do not so qualify shall be treated asNon-statutory Stock Options.8. **LIMITED RIGHTS**.     To the extent permitted by Section 3, simultaneously with the grant of any Option to anEmployee, the Committee may grant a Limited Right with respect to all or some of the shares coveredby such Option. Limited Rights granted under this Plan are subject to the following terms andconditions:     (a) **Terms of Rights**. In no event shall a Limited Right be exercisable in whole or inpart before the expiration of six months from the Date of Grant of the Limited Right. A LimitedRight may be exercised only in the event of a Change in Control.     The Limited Right may be exercised only when the underlying Option is eligible to beexercised, and only when the Fair Market Value of the underlying shares on the day of exercise isgreater than the Exercise Price of the underlying Option.     Upon exercise of a Limited Right, the underlying Option shall cease to be exercisable. Uponexercise or termination of an Option, any related Limited Rights shall terminate. The LimitedRights may be for no more than 100% of the difference between the Exercise Price and the FairMarket Value of the Common Stock subject to the underlying option. The Limited Right istransferable only when the underlying option is transferable and under the same conditions.     (b) **Payment**. Upon exercise of a Limited Right, the holder shall promptly receive fromthe Company an amount of cash or some other payment option as determined in the Committee’sdiscretion, equal to the difference between the Exercise Price of the underlying option and theFair Market Value of the Common Stock subject to the underlying Option on the date the LimitedRight is exercised, multiplied by the number of shares with respect to which such Limited Right isbeing exercised.9. **RESTRICTED STOCK**.     (a) **Grant of Restricted Stock**. To the extent permitted by Section 3, and subject tothe terms and conditions of the Plan, the Committee may grant Restricted Stock and Restricted StockUnits in such amounts as the Committee, in its sole discretion, shall determine. The Committeeshall have complete discretion in determining the number of shares of Restricted Stock andRestricted Stock Units granted to each Participant (subject to Section 4(b) herein) and, consistentwith the provisions of the Plan, in determining the terms and conditions pertaining to suchRestricted Stock and Restricted Stock Units. Any Restriction Period shall end only on the terms andconditions determined by the Committee and specified in the Award agreement, which
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may include the attainment of one or more Performance Goals or upon one or more specifieddates.     (b) **Transferability**. Except as provided in this Section 9, Restricted Stock and RSUsgranted herein may not be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated until the end of the applicable Restriction Period established by the Committee andspecified in the Award agreement. However, subject to Section 9(g), in no event may any RestrictedStock and RSUs granted under the Plan become vested in a Participant prior to six (6) monthsfollowing the date of its grant. All rights with respect to the Restricted Stock and RSUs grantedto a Participant under the Plan shall be available during his or her lifetime only to suchParticipant.     (c) **Certificate Legend**. Each certificate representing Restricted Stock grantedpursuant to the Plan may bear a legend substantially as follows:“The sale or other transfer of the shares of stock represented by this certificate,whether voluntary, involuntary or by operation of law, is subject to certainrestrictions on transfer as set forth in the Plan, and in an Award agreement. A copyof such Plan and such agreement may be obtained from the company.”     The Company shall have the right to retain the certificates representing Restricted Stock inthe Company’s possession until such time as all restrictions applicable to such shares have beensatisfied.     (d) **Termination of Restriction Period**. Upon satisfaction of the terms and conditionsspecified in the Award agreement that apply to a Restriction Period: (i) with respect to RestrictedStock, the Participant shall be entitled to have the legend referred to in Section 9(c) removedfrom his or her shares of Restricted Stock after the last day of the Restriction Period; and (ii)with respect to RSUs, the Company shall issue the shares associated with such RSUs as soon asadministratively feasible following the last day of the Restriction Period, but in no event laterthan the March 15th of the year following the year in which such Restriction Period ends. If theterms and conditions specified in the Award agreement that apply to a Restriction Period have notbeen satisfied, the Participant’s Awards of Restricted Stock and Restricted Stock Units subject tosuch Restriction Period shall become null and void and the Participant shall forfeit all rightswith respect to such Awards.     (e) **Voting Rights**. Except as otherwise provided in an Award agreement, during theRestriction Period, Participants holding Restricted Stock may exercise full voting rights withrespect to those shares.     (f) **Dividends and Other Distributions**. Except as otherwise provided in an Awardagreement, during the Restriction Period, Participants holding Restricted Stock and RSUs shall becredited with all regular cash dividends paid with respect to all shares and units while they areso held. All cash dividends and other distributions paid with respect to Restricted Stock and RSUsshall be credited to Participants subject to the same restrictions on transferability andforfeitability as the Restricted Stock and RSUs with respect to which they were paid. If any such
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dividends or distributions are paid in shares, such shares shall be subject to the samerestrictions on transferability and forfeitability as the Restricted Stock and RSUs with respect towhich they were paid. Subject to the restrictions on vesting and the forfeiture provisions, allcash dividends credited to a Participant shall be paid to the Participant as soon asadministratively feasible following the full vesting of the Restricted Stock and RSUs with respectto which such dividends were paid, but in no event later than the March 15th of the year followingthe year in which full vesting of such Restricted Stock and RSUs occurs. The provisions of thisSection 9(f) are subject to the right of the Committee to determine otherwise at the time of grant.     **(g) ****Termination of Employment**. Except as otherwise provided in an Award agreement,upon the termination of a Participant’s employment or service in the event of Disability, death orwithin twelve months after a Change in Control, the Participant’s outstanding Awards of RestrictedStock and any Restricted Stock Units shall immediately vest. In the event of Termination for Causeor termination of a Participant’s employment or service for any other reason including voluntaryresignation, the Participant’s outstanding Awards of Restricted Stock and any Restricted StockUnits shall become null and void and the Participant shall forfeit all rights with respect to suchAwards. Any termination provisions shall be determined in the sole discretion of the Committee,need not be uniform among all grants of Restricted Stock or RSUs or among Participants and mayreflect distinctions based on the reasons for termination of employment.10. **DIVIDEND EQUIVALENT RIGHTS**.     To the extent permitted by Section 3, any Awards under the Plan may, in the Committee’sdiscretion, earn Dividend Equivalent Rights. In respect of any Award that is outstanding on thedividend record date for Common Stock, the Participant may be credited with an amount equal to thecash or stock dividends or other distributions that would have been paid on the shares of CommonStock covered by such Award had such covered shares been issued and outstanding on such dividendrecord date. The Committee shall establish such rules and procedures governing the crediting ofDividend Equivalent Rights, including the timing, form of payment and payment contingencies of suchDividend Equivalent Rights, as it deems are appropriate or necessary.11. **ALTERNATE OPTION PAYMENT MECHANISM**.     The Committee has sole discretion to determine what form of payment it will accept for theexercise of an Option. The Committee may indicate acceptable forms in the Award agreement coveringsuch Options or may reserve its decision to the time of exercise. No Option is to be consideredexercised until payment in full is accepted by the Committee or its agent.     (a) **Cash Payment**. The exercise price may be paid in cash or by certified check.     (b) **Borrowed Funds**. To the extent not prohibited by Section 402 of the Sarbanes-OxleyAct of 2002 and to the extent otherwise permitted by law, the Committee may permit all or a portionof the exercise price of an Option to be paid through borrowed funds.
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     (c) **Exchange of Common Stock**.          (i) The Committee may permit payment by the tendering of previously acquired shares of CommonStock. This includes the use of “pyramiding transactions” whereby some number of Options areexercised. The shares gained through the exercise are then tendered back to the Bank as payment forsome other number of Options. This transaction may be repeated as needed to exercise all of theOptions available.          (ii) Any shares of Common Stock tendered in payment of the exercise price of an Option shallbe valued at the Fair Market Value of the Common Stock on the date prior to the date of exercise.     (d) **By Cashless Exercise**. To the extent not prohibited by Section 402 of theSarbanes-Oxley Act of 2002, by delivery of a properly executed exercise notice, together withirrevocable instructions, to          (i) a brokerage firm designated by the Company to deliver promptly to the Company theaggregate amount of sale or loan proceeds to pay the exercise price and any withholding taxobligations that may arise in connection with the exercise and          (ii) the Company to deliver the certificates for such purchased shares directly to suchbrokerage firm, all in accordance with the regulations of the Federal Reserve Board.     (e) **Net Issue Exercise**. Surrender of shares of Common Stock (including withholding ofshares otherwise deliverable upon exercise of the Award) having a Fair Market Value on the date ofsurrender not less than the aggregate Exercise Price (including tax withholding in accordance withsection 17) of the shares being acquired.     (f) Such other medium as the Committee determines, in its sole discretion.12. **RIGHTS OF A SHAREHOLDER**.     No Participant shall have any rights as a shareholder with respect to any shares covered by anOption until the date of issuance of a stock certificate for such shares. Nothing in this Plan orin any Award granted confers on any person any right to continue in the employ or service of theCompany or its Affiliates or interferes in any way with the right of the Company or its Affiliatesto terminate a Participant’s services as an officer or other employee at any time.13. **NON-TRANSFERABILITY**.     Except to the extent permitted or restricted by the Code, the rules promulgated under Section16(b) of the Exchange Act or any successor statutes or rules:     (i) The recipient of an Award shall not sell, transfer, assign, pledge, or otherwise encumbershares subject to the Award until full vesting of such shares has occurred. For
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purposes of this section, the separation of beneficial ownership and legal title through theuse of any “swap” transaction is deemed to be a prohibited encumbrance.     (ii) Unless determined otherwise by the Committee and except in the event of the Participant’sdeath or pursuant to a domestic relations order, an Award is not transferable and may be earned inhis lifetime only by the Participant to whom it is granted. Upon the death of a Participant, anAward is transferable by will or the laws of intestate succession. The designation of a beneficiarydoes not constitute a transfer.     (iii) If a recipient of an Award is subject to the provisions of Section 16 of the ExchangeAct, shares of Common Stock subject to such Award may not, without the written consent of theCommittee (which consent may be given in the Stock Award Agreement), be sold or otherwise disposedof within six months following the date of grant of the Award.14. **AGREEMENT WITH PARTICIPANTS**.     Each Award will be evidenced by a written agreement, executed by the Participant and theCompany or its Affiliates that describes the conditions for receiving the Awards including the dateof Award, the Exercise Price, the terms or other applicable periods, and other terms and conditionsas may be required or imposed by the Plan, the Committee, the Board of Directors, tax lawconsiderations or applicable securities law considerations.15. **DESIGNATION OF BENEFICIARY**.     A Participant may, with the consent of the Committee, designate a person or persons toreceive, in the event of death, any Award to which the Participant would then be entitled. Suchdesignation will be made upon forms supplied by and delivered to the Company and may be revoked inwriting. If a Participant fails effectively to designate a beneficiary, then the Participant’sestate will be deemed to be the beneficiary.16. **DILUTION AND OTHER ADJUSTMENTS**.     (a) In the event of any change in the outstanding shares of Common Stock by reason of anystock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization,combination or exchange of shares, or other similar corporate change, or other increase or decreasein such shares without receipt or payment of consideration by the Company, the Committee shall makesuch equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) thenumber and kinds of shares of Common Stock or other property (including cash) that may thereafterbe issued in connection with Awards; (ii) the number and kind of shares of Common Stock or otherproperty (including cash) issued or issuable with respect to outstanding Awards; (iii) the exerciseprice, grant price, or purchase price relating to any Award; and (iv) the Performance Goalsapplicable to outstanding Awards. Notwithstanding the foregoing, (a) with respect to IncentiveStock Options, any such adjustment shall be made in accordance with Section 424(h) of the Code andthe regulations thereunder; and (b) the Committee shall consider the impact of Section 409A of theCode on any such adjustment. No such adjustments may, however, materially change the value ofbenefits
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available to a Participant under a previously granted Award. All awards under this Plan shallbe binding upon any successors or assigns of the Company.     (b) Notwithstanding anything in the Plan to the contrary, the Committee may grant Awards underthe Plan in substitution for awards issued under other plans, or assume under the Plan awardsissued under other plans, if the other plans are or were plans of other acquired entities(“Acquired Entities”) (or the parent of the Acquired Entity) and the new Award is substituted, orthe old award is assumed, by reason of a merger, consolidation, acquisition of property or ofstock, reorganization or liquidation (the “Acquisition Transaction”); provided, however, (i) anysubstitution of a new Option pursuant to a corporate transaction for an outstanding option intendedto qualify as an incentive stock option under Section 422 of the Code or the assumption of such anoutstanding option pursuant to a corporate transaction shall satisfy Section 424 of the Code andthe regulations thereunder; and (ii) any substitution of a new Option pursuant to a corporatetransaction for an outstanding option or the assumption of an outstanding option pursuant to acorporate transaction shall be designed not to be treated as the grant of a new stock right or achange in the form of payment for purposes of Section 409A of the Code. In the event that a writtenagreement pursuant to which the Acquisition Transaction is completed is approved by the Board andsaid agreement sets forth the terms and conditions of the substitution for or assumption ofoutstanding awards of the Acquired Entity, said terms and conditions shall be deemed to be theaction of the Committee without any further action by the Committee, except as may be required forcompliance with Rule 16b-3 under the Exchange Act, and the persons holding such Awards shall bedeemed to be Participants.     (c) The Committee shall have the discretion, exercisable at any time before a sale, merger,consolidation, reorganization, liquidation or other corporate transaction, as defined by theCommittee, to take such further action as it determines to be necessary or advisable, and fair andequitable to Participants, with respect to Awards. Such authorized action may include (but shallnot be limited to) establishing, amending or waiving the type, terms, conditions or duration of, orrestrictions on, Awards so as to provide for earlier, later, extended or additional time forexercise, payment or settlement or lifting restrictions, differing methods for calculating paymentsor settlements, alternate forms and amounts of payments and settlements and other modifications,and the Committee may take such actions with respect to all Participants, to certain categories ofParticipants or only to individual Participants; provided, however, the Committee may act only in amanner that either complies with the applicable requirements of Section 409A of the Code, or doesnot result in the deferral of compensation within the meaning of Section 409A of the Code. TheCommittee may take such action before or after granting Awards to which the action relates andbefore or after any public announcement with respect to such sale, merger, consolidation,reorganization, liquidation or change in control that is the reason for such action.17. **TAX WITHHOLDING**.     Prior to the delivery of any shares of Common Stock or cash pursuant to an Award (or exercisethereof), the Company shall have the right to deduct from the shares issuable or the cash payable,or to require a Participant to remit to the Company, an amount sufficient to satisfy any federal,state, local and foreign taxes, if any, required by law to be withheld by the Company
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with respect to such Award (or exercise thereof). Alternatively or in addition, the Company,in its sole discretion, shall have the right to require a Participant, through payroll withholding,cash payment or otherwise, including by means of a cashless exercise, to make adequate provisionfor any such tax withholding obligations of the Company arising in connection with an Award. TheCompany may also accept from Participant the tender of a number of whole shares of Common Stockhaving a Fair Market Value equal to all or any part of the federal, state, local and foreign taxes,if any, required by law to be withheld by the Company with respect to an Option or the sharesacquired upon the exercise thereof.18. **AMENDMENT OF THE PLAN**.     The Board of Directors may at any time, and from time to time, modify or amend the Plan in anyrespect, prospectively or retroactively; provided however, that (i) provisions governing grants ofIncentive Stock Options, unless permitted by the rules and regulations or staff pronouncementspromulgated under the Code, shall be submitted for shareholder approval to the extent required bysuch law, regulation or interpretation, and (ii) to the extent required by NASD Rules, any materialamendments to the Plan shall not be effective until shareholder approval has been obtained.     Failure to ratify or approve amendments or modifications by shareholders shall be effectiveonly as to the specific amendment or modification requiring such ratification. Other provisions,sections, and subsections of this Plan will remain in full force and effect.     No such termination, modification or amendment may affect the rights of a Participant under anoutstanding Award without the written permission of such Participant.19. **EFFECTIVE DATE OF PLAN**.     The Effective Date of the Plan shall be May 18, 2006.20. **TERMINATION OF THE PLAN**.     The right to grant Awards under the Plan will terminate ten (10) years after the EffectiveDate of the Plan; provided, however, the Board of Directors has the right to suspend or terminatethe Plan at any time, provided that no such action will, without the consent of a Participant orOutside Director Participant, adversely affect his vested rights under a previously granted Award.21. **APPLICABLE LAW**.     The Plan will be administered in accordance with the laws of the State of Delaware to theextent not superseded by federal law.
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22. **SUCCESSORS AND ASSIGNS**.     All awards under this Plan shall be binding upon any successors or assigns of the Companyincluding any holding company that may be formed by the Company.23. **CLAIMS**.     Any person who makes a claim for benefits under the Plan or under any Award Agreement enteredinto pursuant to the Plan shall file the claim in writing with the Committee. Written notice of thedisposition of the claim shall be delivered to the claimant within 60 days after filing. If theclaim is denied, the Committee’s written decision shall set forth (i) the specific reason orreasons for the denial, (ii) a specific reference to the pertinent provisions of the Plan or Awardagreement on which the denial is based, and (iii) a description of any additional material orinformation necessary for the claimant to perfect his or her claim and an explanation of why suchmaterial or information is necessary. If the Committee describes additional material or informationand such material or information is available, the claimant may resubmit the claim within 60 daysafter the claim is denied. No lawsuit may be filed by the claimant until a claim is made and deniedpursuant to this subsection. The claimant may not present additional material or information inconnection with any lawsuit unless the material or information has first been submitted to theCommittee in connection with the original claim or in connection with a resubmission within 60 daysafter the claim was denied.     **IN WITNESS WHEREOF**, the Board of Directors of the Company has duly adopted this Plan, asamended, by unanimous written consent without a meeting, on April 5, 2006 subject to the approvalof the shareholders of the Company at its May 18, 2006 annual meeting, to be executed by its dulyauthorized executive officer and the corporate seal to be affixed and duly attested.       [CORPORATE SEAL] **UCBH Holdings, Inc.**         May 18, 2006 By:    Date Thomas S. Wu    Chairman, President and Chief Executive Officer         ADOPTED BY THE BOARD OF DIRECTORS:         April 5, 2006 By:    Date Secretary  
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