##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10-K
  (Mark One)þ

Annual Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934. 
    For the fiscal year ended December 31, 2008.ORo

Transition Report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934.For the transition period from
    
    to
    .   000-24947
  UCBH
    Holdings, Inc. (Exact
    name of registrant as specified in its charter)
  Delaware


94-3072450(State or other jurisdiction of incorporation or organization)


(I.R.S. Employer Identification No.)555 Montgomery Street, San Francisco,
    California


94111(Address of principal executive offices)


(Zip Code)   (415) 315-2800
   Common Stock, Par Value $0.01 Per Share
  Name of each
    exchange on which registered:
 The NASDAQ Global Select Market
   Preferred Stock Purchase Rights
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Proxy Statement for the May 21, 2009, Annual Meeting of
    Stockholders is incorporated by reference into Part III.




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##### 





UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
 Table of
    Contents
   
 PagePART IItem 1


Business


2Item 1A


Risk Factors


15Item 1B


Unresolved Staff Comments


24Item 2


Properties


24Item 3


Legal Proceedings


24Item 4


Submission of Matters to a Vote of Security
    Holders


24PART IIItem 5


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer  Purchases of
    Equity Securities


25Item 6


Selected Financial Data


27Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operation


29Item 7A


Quantitative and Qualitative Disclosures About
    Market Risk


86Item 8


Financial Statements and Supplementary Data


87Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


160Item 9A


Controls and Procedures


160Item 9B


Other Information


161PART IIIItem 10


Directors and Executive Officers of the
    Registrant


162Item 11


Executive Compensation


162Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related  Stockholder Matters


162Item 13


Certain Relationships and Related Transactions,
    and Director Independence


162Item 14


Principal Accounting Fees and Services


162PART IVItem 15


Exhibits, Financial Statement Schedules


163SIGNATURES


168EX-21.0EX-23.1EX-23.2EX-31.1EX-31.2EX-32.0




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PART I Forward
    Looking Statements
  This document, including information included or incorporated
    by reference in this document, contains certain forward-looking
    statements within the meaning of the Private Securities
    Litigation Reform Act of 1995. Forward-looking statements
    provide current expectations or forecasts of future events and
    include, among other things:
  
    statements with respect to UCBH Holdings, Inc. and its
    consolidated subsidiaries (collectively, the
    Company) beliefs, plans, objectives, goals,
    guidelines, expectations, anticipations, and future financial
    condition, results of operations and performance; and
    statements preceded or identified by words, such as
    expects, anticipates,
    intends, plans, believes,
    seeks, estimates, will,
    should, could, projects and
    may, might or words of similar
    import.  These forward-looking statements are based upon
    managements current beliefs and expectations and are not
    guarantees of future performance, nor should they be relied upon
    as representing managements views as of any subsequent
    date. These forward-looking statements are also inherently
    subject to significant business, economic and competitive
    uncertainties, risks and contingencies, many of which are
    difficult to predict and generally beyond managements
    control. In addition, these forward-looking statements are
    subject to assumptions with respect to future business
    strategies and decisions that are subject to change and actual
    results, performance or achievements may be materially different
    from the anticipated results, performance or achievements
    discussed, expressed or implied by these forward-looking
    statements. Factors that might cause such differences include,
    but are not limited to the following:
  
    local, regional and international business, economic and
    political conditions and geopolitical events;
    changes in trade, monetary and fiscal policies and laws;
    changes in financial market conditions, either nationally or
    internationally, in areas in which the Company conducts its
    operations;
    the Companys ability to successfully execute its
    business plans and achieve its objectives, including the ability
    to deal effectively with an economic slowdown or other economic
    or market difficulty;
    changes in securities and capital markets behavior, including
    changes in market liquidity and volatility;
    changes in interest rates and the resultant impact on our net
    interest margin;
    changes in investor sentiment or consumer spending and
    savings behavior;
    changes in the credit quality of the Companys
    customers;
    deterioration in asset or credit quality;
    deposit renewals and ability to attract and retain core
    deposits;
    the availability and cost of capital;
    ability to manage effectively liquidity;
    credit ratings assigned to the Company or is subsidiaries;
    the Companys reputation;
    increases in the level of losses, customer bankruptcies,
    claims or assessments;
    asset and liability sensitivity of our balance sheet;
    the potential effects of technological changes;
    the effects of potential deficiencies of the Companys
    operational infrastructure;
    acquisitions and integration of acquired businesses;
    further expansion into China, as well as new Asia Pacific
    market areas;
    legislation or regulatory changes, both domestically as well
    as internationally, which adversely affect the Companys
    operations and businesses;
    the Companys ability to meet regulatory
    requirements;
    success in gaining regulatory approvals, when required;
    new litigation or changes in existing litigation;
    adequacy of the Companys risk management framework;
    loss of key management personnel;
    changes in accounting principles generally accepted in
    foreign countries in which the Company has operations; and
    changes in accounting principles generally accepted in the
    United States of America. - 1 -




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You are cautioned not to place undue reliance on these
    forward-looking statements, which speak only as of the date of
    this document or the date of any document incorporated by
    reference in this document. All subsequent written and oral
    forward-looking statements concerning matters addressed in this
    document and attributable to the Company or any person acting on
    the Companys behalf are expressly qualified in their
    entirety by the cautionary statements contained or referred to
    in this section. Except to the extent required by applicable law
    or regulation, the Company undertakes no obligation to update
    these forward-looking statements to reflect events, developments
    or circumstances after the date of this document or to reflect
    the occurrence of future events.
  Item 1.
    Business   Company
    Background
      high-net-worth
    and/or and/or
  Market
    Area
   - 2 -




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Current
    Banking Services
      
    business and personal checking, savings and money market
    accounts;
    time deposits (certificates of deposit); and
    Individual Retirement Accounts (IRAs).    
    commercial real estate loans;
    commercial, accounts receivable and inventory loans to small-
    and medium-sized businesses with annual revenues generally
    ranging from $500,000 to $20.0 million;
    construction loans, primarily to small- and medium-sized
    developers for construction of single-family homes, multifamily
    and commercial properties;
    short-term trade finance facilities for terms of less than one
    year to United States importers, exporters and manufacturers;
    loans guaranteed by the United States Small Business
    Administration (SBA);
    multifamily real estate loans;
    residential mortgage loans; and
    home equity lines of credit.  and/or
  www.ibankUNITED.com
  Subsidiaries
    of the Company and UCB
     - 3 -




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high-net-worth
  Segment
    Disclosures
    Competition
    
    commercial banks;
    savings and loan associations;
    securities and brokerage companies;
    mortgage companies;
    insurance companies;
    finance companies;
    money market funds;
    credit unions; and
    other nonbank financial services providers.      Supervision
    and Regulation
  Introduction
    Regulation
    of the Company
   - 4 -




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Regulation
    of UCB
  Bank Regulators.
  Safety and Soundness Standards.
 - 5 -




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Other Regulations.
  Deposit
    Insurance Assessments
           - 6 -




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Capital
    Requirements
          Form 10-K.
  Prompt
    Corrective Action
    
    Well capitalized has a total risk-based capital
    ratio of 10% or greater, a Tier 1 risk-based capital ratio
    of 6% or greater, a Tier 1 leverage ratio of 5% or greater,
    and is not subject to any written agreement, order, capital
    directive, or prompt corrective action directive.
    Adequately capitalized has a total risk-based
    capital ratio of 8% or greater, a Tier 1 risk-based capital
    ratio of 4% or greater, and a Tier 1 leverage ratio of 4%
    or greater (3% or greater if rated Composite 1 under the
    CAMELS rating system). - 7 -




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
    Undercapitalized has a total risk-based capital
    ratio of less than 8%, a Tier 1 risk-based capital ratio of
    less than 4%, or a Tier 1 leverage ratio of less than 4%
    (3% if rated Composite 1 under the CAMELS rating
    system).
    Significantly undercapitalized has a total
    risk-based capital ratio of less than 6%, a Tier 1
    risk-based capital ratio of less than 3%, or a leverage capital
    ratio of less than 3%.
    Critically undercapitalized has a ratio of tangible
    equity to total assets that is equal to or less than 2%.      Community
    Reinvestment Act
    Gramm-Leach-Bliley
    Financial Modernization Act of 1999
        (i)
    not disclose non-public personal information of customers to
    non-affiliated third parties without notice to their customers,
    who must have an opportunity to direct that such information not
    be disclosed;(ii)
    not disclose customer account numbers except to consumer
    reporting agencies; and (iii)
    give prior disclosure of their privacy policies before
    establishing new customer relationships. - 8 -




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Uniting
    and Strengthening America by Providing Appropriate Tools
    Required to Intercept and Obstruct Terrorism Act of
    2001
    Sarbanes-Oxley
    Act of 2002
    (i)
    requirements for board of directors committees, including
    independence, expertise, and responsibilities;(ii)
    additional responsibilities regarding certification of the
    financial statements by the chief executive officer and chief
    financial officer of the reporting company; (iii)
    standards for auditors and regulation of audits; (iv)
    increased disclosure and reporting obligations for the reporting
    company and their directors and executive officers; and (v)
    increased civil and criminal penalties for violation of the
    securities laws.  Form 10-K,
    Basel
    Committee on Banking Supervision
   - 9 -




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1-A 1-A
  
    expand the number of risk weight categories;
    allow the use of external credit ratings to risk weight certain
    exposures;
    expand the range of recognized collateral and guarantors;
    use loan-to-value ratios to risk weight most residential
    mortgages;
    increase the credit conversion factor for certain credit
    commitments with an original maturity of one year or less;
    assess a charge for early amortizations in securitizations of
    revolving exposures; and
    remove the 50 percent limit on the risk weight for certain
    derivative transactions.        American
    Recovery and Reinvestment Act of 2009
     - 10 -




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Employees
    Website
    Access to Company Reports
  www.ucbh.com Form 10-K, Form 10-Q, Form 8-K
  1-800-SEC-0330. www.sec.gov
  Executive
    Officers of the Registrant
    Name

Age


Position with UCBH and UCBThomas S. Wu


50


Chairman, President and Chief Executive OfficerCraig S. On


56


Executive Vice President and Chief Financial OfficerDaniel M. Gautsch


61


Executive Vice President and Chief Risk and Compliance OfficerWilliam J. Laraia


73


Executive Vice President and Director of the New York RegionSylvia Loh


53


Executive Vice President and Chairman of UCB/ China Minsheng
    Banking Corporation Strategic Alliance Task ForceEbrahim Shabudin


60


Executive Vice President and Chief Operating Officer and Chief
    Credit OfficerKa Wah Tsui


55


Executive Vice President and General Manager, Greater China
    RegionDavid Yu


57


Executive Vice President and Director of the Southeast RegionJohn M. Cinderey


61


Executive Vice President and Director of Commercial BankingJohn M. Kerr


62


Executive Vice President and Director of Portfolio Management
    and Credit ComplianceDennis A. Lee


66


Senior Vice President, Corporate Counsel and Assistant Corporate
    SecretaryJonas B. Miller


37


Senior Vice President and TreasurerDouglas J. Mitchell


39


Senior Vice President and Director of Corporate Development and
    Investor RelationsRobert C. Nagel


54


Senior Vice President and Chief Audit ExecutiveMartha F. Perry


60


Senior Vice President and Director of Financial Planning and
    AnalysisBurton D. Thompson


48


Senior Vice President and Corporate Controller  - 11 -




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Mr. Thomas S. Wu
  Mr. Craig S. On
  Mr. Daniel M. Gautsch
  Mr. William J. Laraia
  Ms. Sylvia Loh
  Mr. Ebrahim Shabudin
 - 12 -




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Mr. Ka Wah Tsui
  Mr. David Yu
  Mr. John M. Cinderey
  Mr. John M. Kerr start-up
  Mr. Dennis A. Lee
  Mr. Jonas B. Miller
  Mr. Douglas J. Mitchell
  Mr. Robert C. Nagel
 - 13 -




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Ms. Martha F. Perry
  Mr. Burton D. Thompson
 - 14 -




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Item 1A. Risk
    Factors    Fluctuations
    in interest rates may negatively affect our consolidated
    financial condition and results of operations.
        Difficult
    market conditions have adversely affected our
    industry.
    
    Continued or worsening of the current financial markets may
    cause increases in construction loan, commercial real estate and
    commercial business delinquencies and default rates, which could
    impact our provision for loan losses and charge-off levels.
    Our ability to assess the creditworthiness of our customers or
    to estimate the value of our assets may be impaired if the
    models and approaches we use become less predictive of future
    behaviors, valuations, assumptions or estimates. The process we
    use to estimate losses inherent in our loan portfolio or to
    estimate the value of certain assets such as non-investment
    grade securities and goodwill, requires difficult, subjective,
    and complex judgments, including forecasts of economic
    conditions and how these economic predictions might impact the
    ability of our borrowers to repay their loans or impact the
    ultimate value of investment securities and goodwill, which may
    no longer be capable of accurate estimation and which may, in
    turn, impact the reliability of the process. - 15 -




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
    Our ability to borrow from other financial institutions or to
    engage in securitization funding transactions on favorable terms
    or at all, could be adversely affected by further disruptions in
    the capital markets or other events, including actions by rating
    agencies and deteriorating investor expectations.
    Competition in the financial services industry could intensify
    as a result of the increasing consolidation of financial
    services companies in connection with current market conditions.
    We may be required to pay significantly higher FDIC premiums as
    a result of current market developments potentially depleting
    the FDICs insurance fund.
    We expect to face increased regulation of our industry as a
    result of the Emergency Economic Stabilization Act of 2008
    (EESA). Compliance with such increased regulation
    may increase our cost of doing business and limit our ability to
    pursue potential business opportunities.  Current
    levels of market volatility are unprecedented.
    Risks
    Relating to Use of Estimates and Valuations.
      Our
    business is subject to the success of the state, national and
    international economies in which we operate.
   - 16 -




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Our
    business strategy includes the execution of growth plans, and
    our financial condition and results of operations could be
    negatively affected if we fail to grow or fail to manage our
    growth effectively.
    Our
    continued pace of growth may require us to raise additional
    capital in the future, but that capital may not be available
    when it is needed.
    If we
    cannot attract deposits, our growth may be inhibited.
    Our
    wholesale funding sources may prove insufficient to replace
    deposits at their maturity and support our future
    growth.
    We may
    experience further writedowns on our financial instruments
    related to volatile and illiquid market conditions.
   - 17 -




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Intense
    competition exists for loans and deposits.
    The loan
    portfolio may not perform as expected.
    Our
    allowance for loan losses may prove to be insufficient to absorb
    losses in our loan portfolio.
    If the
    value of real estate in our primary market areas were to decline
    materially, a significant portion of our loan portfolio could
    become under-collateralized, which could have a material adverse
    effect on us.
   - 18 -




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We are
    subject to operational risk and operational events that could
    adversely affect our business.
    If we are
    unable to successfully integrate the operations of future
    acquisitions or branch expansions, the Companys
    consolidated financial condition and results of operations could
    be negatively affected.
    Unanticipated
    costs relating to the Companys acquisitions could reduce
    its future earnings per share.
    The
    Company may engage in further expansion through new branch
    openings or acquisitions, which could adversely affect net
    income.
    UCBH may
    issue additional capital stock in the future.
   - 19 -




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Changes
    in government regulation and monetary policy may have an
    unfavorable impact on the Company.
             - 20 -




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- 21 -




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Our
    outstanding preferred stock impacts net income available to our
    common stockholders and earnings per common share, and the TARP
    Warrant as well may be dilutive to holders of our common
    stock.
    We are
    subject to regulation in the jurisdictions in which we conduct
    business.
    Defaults
    by larger financial institutions could adversely affect
    financial markets in general.
    There can
    be no assurance that recently enacted legislation authorizing
    the United States government to take direct actions within the
    financial services industry will help strengthen the financial
    system.
       - 22 -




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If we do
    not effectively manage liquidity, our business could be
    adversely affected.
       - 23 -




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##### Table of Contents



Item 1B.  Unresolved
    Staff Comments   Item 2.  Properties   Item 3.  Legal
    Proceedings   Item 4.  Submission
    of Matters to a Vote of Security Holders   - 24 -




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##### Table of Contents



PART II Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      2008

2007High

Low

High

LowThree months ended March 31,

$
14.95


$
7.26


$
20.19


$
17.41Three months ended June 30,


8.60



2.17



19.11



17.50Three months ended September 30,


7.65



2.22



19.56



15.66Three months ended December 31,


7.00



2.96



20.22



13.69   
 ZACKS
    TOTAL RETURN ANNUAL COMPARISON
 5 YEAR CUMULATIVE TOTAL
    RETURN SUMMARY
    December 2008
  2003

2004

2005

2006

2007

2008UCBH HLDGS INC

Return %






18.04



-21.52



-1.12



-18.79



-49.69Cum $


100.00



118.04



92.63



91.60



74.39



37.42NASDAQ Stock Market (US)

Return %






8.83



2.12



9.85



8.43



-51.82Cum $


100.00



108.83



111.14



122.09



132.39



63.78NASDAQ Bank Stocks

Return %






14.93



9.11



21.87



-10.83



-48.22(SIC 6021, 6022 & 6029)

Cum $


100.00



114.93



125.40



152.82



136.27



70.56   NOTE: Data complete through last
    fiscal year.
 NOTE: Corporate Performance Graph
    with peer group uses peer group only performance (excludes only
    company).
 NOTE: Peer group indices use
    beginning of period market capitalization weighting.
 - 25 -




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Dividends
    Three Months EndedMarch 31

June 30

September 30

December 31Year ended December 31, 2008

$
0.040


$
0.040


$
0.040


$
0.040Year ended December 31, 2007

$
0.030


$
0.030


$
0.030


$
0.030       Unregistered
    Sales of Equity Securities
   - 26 -




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Item 6.  Selected
    Financial Data  Form 10-K
  December 31,2008


2007


2006


2005


2004Financial Condition and Other Data:Loans held in portfolio, net

$
8,440,248


$
7,751,566


$
6,573,645


$
5,774,118


$
3,994,269Securities purchased under agreements to resell


150,000



150,000



175,000



-



-Securities available for sale


2,962,093



2,188,355



2,149,456



1,117,724



1,169,140Securities held to maturity


281,793



271,485



290,673



308,608



325,202Total assets


13,503,357



11,803,566



10,346,414



7,965,637



6,319,891Deposits


8,967,448



7,781,240



7,202,845



6,264,169



5,215,862Securities sold under agreements to repurchase


700,000



650,000



401,600



-



-Subordinated debentures


406,459



406,615



240,549



150,520



140,210Short-term borrowings


335,225



414,532



654,636



279,425



72,310Long-term borrowings


1,546,335



1,372,190



906,651



562,033



334,952Total liabilities


12,075,303



10,836,463



9,560,343



7,362,123



5,835,879Stockholders
    equity(1)


1,428,055



967,103



786,071



603,514



484,012Nonperforming
    assets(2)


530,773



57,029



15,198



19,133



12,574Ratio of stockholders equity to total assets


10.58
%


8.19
%


7.60
%


7.58
%


7.66
%Asset Quality Data:Loan delinquency ratio


3.12
%


1.45
%


0.84
%


0.48
%


0.90
%Nonperforming assets to total
    assets(2)


3.93



0.48



0.15



0.24



0.20Nonperforming loans to loans held in
    portfolio(2)


5.80



0.68



0.19



0.33



0.31Allowance for loan losses to loans held in portfolio


2.66



1.03



0.93



1.11



1.39Allowance for loan losses to nonperforming loans


45.81



151.52



503.73



337.33



449.12Total loan to deposit
    ratio(7)


96.69



102.93



94.11



95.71



83.91Regulatory Capital Ratios:United Commercial Bank and subsidiaries:Tier 1 risk-based capital


11.72
%


8.55
%


9.67
%


9.91
%


11.42
%Total risk-based capital


14.24



10.80



10.53



10.98



12.67Tier 1 leverage


9.06



7.42



9.30



8.26



8.49UCBH Holdings, Inc. and subsidiaries:Tier 1 risk-based capital


12.77



8.51



9.86



10.26



11.98Total risk-based capital


15.29



10.76



10.72



11.33



13.23Tier 1 leverage ratio


9.89



7.39



9.50



8.56



8.92   - 27 -




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Year Ended December 31,2008


2007


2006


2005


2004Operating Data:Interest and dividend income

$
697,359


$
706,348


$
535,013


$
402,400


$
300,064Interest expense


(361,286
)


(383,760
)


(271,080
)


(161,910
)


(92,583
)Net interest income


336,073



322,588



263,933



240,490



207,481Provision for loan losses


(262,943
)


(20,181
)


(3,842
)


(6,091
)


(4,201
)Net interest income after provision for loan losses


73,130



302,407



260,091



234,399



203,280Noninterest income


2,456



25,600



43,185



24,337



28,560Noninterest expense


(209,836
)


(172,751
)


(151,462
)


(114,566
)


(96,836
)Income (loss) before income tax expense


(134,250
)


155,256



151,814



144,170



135,004Income tax benefit (expense)


66,511



(52,948
)


(50,937
)


(46,344
)


(49,401
)Net income (loss)


(67,739
)

$
102,308


$
100,877


$
97,826


$
85,603Per Share Data:Basic earnings (losses) per
    share(1)(3)

$
(0.70
)

$
1.00


$
1.07


$
1.06


$
0.95Diluted earnings (losses) per
    share(1)(3)(8)(9)


(0.70
)


0.97



1.03



1.02



0.90Dividends declared per
    share(3)


0.16



0.12



0.12



0.10



0.08Operating Ratios and Other Data:Return on average assets


(0.53
)%


0.97
%


1.23
%


1.40
%


1.44
%Return on average equity


(5.96
)%


11.55
%


15.59
%


18.42
%


18.92
%Efficiency
    ratio(4)


61.98



49.61



49.32



43.26



41.03Noninterest expense to average assets


1.64



1.64



1.85



1.64



1.63Average equity to average assets


8.87



8.41



7.88



7.61



7.62Dividend payout
    ratio(5)


N/M



12.37



11.65



9.80



8.89Net loan charge-offs to average loans held in portfolio


1.33



0.13



0.17



0.03



0.11Interest rate
    spread(6)


2.48



2.81



2.91



3.25



3.42Net interest
    margin(6)


2.82



3.28



3.37



3.58



3.63     (1)
    
    In conjunction with the
    acquisitions of CAB Holding, LLC on May 23, 2007, Summit
    Bank Corporation on December 29, 2006, Asian American
    Bank & Trust Company on November 28, 2005,
    Pacifica Bancorp, Inc. on October 31, 2005, and First
    Continental Bank on July 11, 2003, UCBH issued
    3.7 million, 4.8 million, 878,000, 1.2 million,
    and 2.3 million shares of common stock, respectively.
    Pursuant to the Investment Agreement with China Minsheng Banking
    Corp., Ltd., on March 5, 2008, and December 23, 2008,
    UCBH issued 5.4 million and 6.2 million shares of
    common stock, respectively.(2)
    
    Nonperforming assets exclude loans
    held for sale and loans contractually past due 90 days or
    more but still accruing.(3)
    
    UCBH completed a two-for-one stock
    split during the year ended December 31, 2005. Accordingly,
    for the year ended December 31, 2004, basic earnings per
    share, diluted earnings per share and dividends per share have
    been adjusted to reflect the effect of the stock splits.(4)
    
    Represents noninterest expense
    divided by the total of our net interest income before provision
    for loan losses and our noninterest income.(5)
    
    Dividends declared per share as a
    percentage of diluted earnings per share.(6)
    
    Calculated on a nontax equivalent
    basis.(7)
    
    Total loan includes loans held for
    sale and loans held in portfolio.(8)
    
    For the year ended
    December 31, 2008, 572,000 and 17.6 million average
    dilutive potential common shares associated with stock options
    and the convertible Series B Preferred Stock, respectively,
    were excluded from the diluted share count because the result
    would have been antidilutive.(9)
    
    The antidilutive outstanding stock
    options of 11,126,142, 7,579,231, and 6,679,700 shares of
    UCBH common stock for the years ended December 31, 2008,
    2007 and 2006, respectively, and antidilutive stock warrants of
    7,847,732 shares for the year ended December 31, 2008,
    were excluded from the computation of diluted earnings per share
    as a result of the stock options and warrants
    exercise price being greater than the average market price of
    UCBH common stock for the period. - 28 -




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation  EXECUTIVE
    SUMMARY
      
    To be the best performing commercial bank primarily serving
    Asian communities in the United States by continuing to expand
    our franchise in areas of high growth opportunities.
    To further differentiate ourselves from our competitors by
    providing seamless service to customers doing business across
    the Pacific Rim by establishing offices in strategic locations
    in Asia.  Services
    to Asians
    Asia
    Locations
      Keys to
    Success
    
    continued enhancement of UCBs business development
    capabilities, in terms of both diversification in the
    development of products and services and in developing new ways
    to differentiate UCB in the marketplace;
    continued development of a strong trade finance platform, which
    will enable UCB to take advantage of the opportunities as they
    continue to develop in the Pacific Rim;
    continued maintenance of the Companys credit quality
    standards;
    continued focus on attracting and retaining core deposits; - 29 -




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##### Table of Contents




    continued focus on maintaining and enhancing our risk and
    compliance management infrastructures;
    continued attention to the design and development of our
    existing unique delivery networks to ensure that UCB products
    and services are easily available to its customers;
    continued concentration on maintaining a senior management team
    with the financial services expertise required by our operations
    and goals; and
    continued development of UCBs information systems
    infrastructure to support our planned growth.    
    trilingual branch staff, lending/relationship officers,
    marketing team and phone banking service;
    automated teller machines in both Chinese and English;
    product brochures in both Chinese and English;
    seven-days a
    week banking in selected locations;
    e-business
    services in both Chinese and English; and
    products other than just loans and deposits, including
    investment management products and services.  MANAGEMENTS
    OVERVIEW OF 2008 PERFORMANCE
            other-than-temporary other-than-temporary
 - 30 -




---



##### Table of Contents



Loan and
    Deposit Growth
    2008

2007

2006

2005

2004Loans held in portfolio, net

$
8,440,248


$
7,751,566


$
6,573,645


$
5,774,118


$
3,994,269Deposits


8,967,448



7,781,240



7,202,845



6,264,169



5,215,862       Credit
    Quality
     - 31 -




---



##### Table of Contents



2008


2007


2006


2005


2004Average loans held in portfolio

$
8,534,837


$
7,235,389


$
5,889,301


$
4,823,671


$
4,070,168Total loan charge-offs


114,025



10,677



10,694



1,614



4,798Nonperforming loans to loans held in portfolio


5.80
%


0.68
%


0.19
%


0.33
%


0.31
%Allowance for loan losses to loans held in portfolio


2.66



1.03



0.93



1.11



1.39Net loan charge-offs to average loans held in portfolio


1.33



0.13



0.17



0.03



0.11     Net
    Interest Margin
    2008

2007

2006

2005

2004Net interest margin - nontax equivalent basis


2.82
%


3.28
%


3.37
%


3.58
%


3.63
%Average federal funds rate


2.09



5.05



4.96



3.19



1.36   Expense
    Control
    Capital
    Adequacy
    2008


2007


2006


2005


2004United Commercial Bank:Tier 1 leverage


9.06
%


7.42
%


9.30
%


8.26
%


8.49
%Tier 1 risk-based capital


11.72



8.55



9.67



9.91



11.42Total risk-based capital


14.24



10.80



10.53



10.98



12.67UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage


9.89



7.39



9.50



8.56



8.92Tier 1 risk-based capital


12.77



8.51



9.86



10.26



11.98Total risk-based capital


15.29



10.76



10.72



11.33



13.23  - 32 -




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Form 10-K.
  Valuation
    of Financial Instruments
  Fair Value
    Measurements
  Level 1:
  Level 2:
  Level 3:
  and/or
      over-the-counter
 - 33 -




---



##### Table of Contents



Level 1


Level II


Level III


Total FairFair Value


Fair Value


Fair Value


Value


% of TotalInvestment Type

Amount


Amount


Amount


Amount


InvestmentTreasury Bill

$
49,963


$
-


$
-


$
49,963



1.69Agency Preferred Stock


382



-



-



382



0.01Agency Note


-



815,481



-



815,481



27.53Agency Discount Note


-



198,800



-



198,800



6.71Agency MBS


-



780,831



-



780,831



26.36Agency CMO


-



389,224



-



389,224



13.14Private CMO


-



139,068



-



139,068



4.70Municipals


-



252,299



-



252,299



8.52CDOs


-



-



12,568



12,568



0.42CLO


-



-



7,016



7,016



0.24CMBS


-



-



306,614



306,614



10.35SBA I/O Strips


-



-



9,731



9,731



0.33SBA Pool


-



116



-



116



0.00Totals

$
50,345


$
2,575,819


$
335,929


$
2,962,093



100.00      - 34 -




---



##### Table of Contents



- 35 -




---



##### Table of Contents



other-than-temporary, other-than-temporary
  Allowance
    for Loan Losses
           - 36 -




---



##### Table of Contents



Loan
    Sales, Loan Securitizations and Mortgage Servicing
    Rights
   - 37 -




---



##### Table of Contents



other-than-temporary
    Impaired
    Loans
  Accounting by Creditors for
    Impairment of a Loan
 - 38 -




---



##### Table of Contents



Goodwill
  Goodwill and Other Intangible Assets
           - 39 -




---



##### Table of Contents



Discounted
    Cash Flow Approach
     
 Implied
    Fair Value Methodology
  Business Combinations, write-up
      Stock-Based
    Compensation
  Share-Based
    Payment
 - 40 -




---



##### Table of Contents



Accounting for Stock-Based
    Compensation
    2008


2007


2006Dividend yield


1.54
%


0.58
%


0.61
%Volatility


32.90
%


29.21
%


29.88
%Risk-free interest rate


3.44
%


4.76
%


4.72
%Expected lives (years)


8.51



7.87



7.47         Core
    Deposit Intangibles
    Income
    Taxes
     - 41 -




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Disclosures
    by Public Entities (Enterprises) about Transfers of Financial
    Assets and Interests in Variable Interest Entities
  FAS 140-4 Disclosures by Public Entities
    (Enterprises) about Transfers of Financial Assets and Interests
    in Variable Interest Entities, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities Consolidation of Variable
    Interest Entities FAS 140-4 FAS 140-4 FAS 140-4
  Determination
    of the Useful Life of Intangible Assets
  FAS 142-3, Determination of the Useful Life of Intangible Assets, Goodwill and Other Intangible
    Assets Business
    Combinations FAS 142-3 FAS 142-3
  Hierarchy
    of Generally Accepted Accounting Principles
  The
    Hierarchy of Generally Accepted Accounting Principles,
 - 42 -




---



##### Table of Contents



Disclosures
    about Derivative Instruments and Hedging
    Activities
  Disclosures about Derivative
    Instruments and Hedging Activities - an amendment of FASB
    No. 133
  Accounting
    for Noncontrolling Interests in Consolidated Financial
    Statements
  Noncontrolling Interests in
    Consolidated Financial Statements - an amendment of ARB
    No. 51
  Accounting
    for Business Combinations
  Business Combinations Business Combinations purchase
    method
 - 43 -




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Financial
    Highlights (Dollars
    in Thousands, Except Per Share Data)
  Year Ended December 31,


Year Ended December 31,Increase (Decrease)








Increase (Decrease)2008


2007


Amount


%


2007


2006


Amount


%Operating Data:Interest & dividend income:Loans

$
534,809


$
575,805


$
(40,996
)


(7.11
)

$
575,805


$
448,650


$
127,155



28.34Investment & mortgage-backed securities:Taxable


122,053



88,043



34,010



38.63



88,043



62,418



25,625



41.05Tax-exempt


22,407



14,907



7,500



50.31



14,907



10,717



4,190



39.10FHLB stock


3,727



3,825



(98
)


(2.56
)


3,825



3,006



819



27.25Funds sold


983



2,781



(1,798
)


(64.65
)


2,781



522



2,259



432.76Due from bank


7,296



10,354



(3,058
)


(29.53
)


10,354



5,185



5,169



99.69Securities purchased under agreements to resell


6,084



10,633



(4,549
)


(42.78
)


10,633



4,515



6,118



135.50Total interest & dividend income


697,359



706,348



(8,989
)


(1.27
)


706,348



535,013



171,335



32.02Interest expense:Deposits


231,357



276,331



(44,974
)


(16.28
)


276,331



210,059



66,272



31.55Securities sold under agreements to repurchase


24,545



15,308



9,237



60.34



15,308



5,313



9,995



188.12Short-term borrowings and federal funds purchased


18,951



16,557



2,394



14.46



16,557



10,178



6,379



62.67Subordinated debentures


24,622



23,333



1,289



5.52



23,333



12,106



11,227



92.74Long-term borrowings


61,811



52,231



9,580



18.34



52,231



33,424



18,807



56.27Total interest expense


361,286



383,760



(22,474
)


(5.84
)


383,760



271,080



112,680



41.57Net interest income


336,073



322,588



13,485



4.18



322,588



263,933



58,655



22.22Provision for loan losses


262,943



20,181



242,762



1,202.92



20,181



3,842



16,339



425.27Net interest income after provision for loan losses


73,130



302,407



(229,277
)


(75.82
)


302,407



260,091



42,316



16.27Noninterest income:Commercial banking fees


13,783



14,921



(1,138
)


(7.63
)


14,921



11,983



2,938



24.52Service charges on deposits


8,652



6,969



1,683



24.15



6,969



3,722



3,247



87.24Gain on sale of securities, net


10,844



5,321



5,523



103.80



5,321



206



5,115



2,483.01Gain on sale of SBA loans, net


583



2,500



(1,917
)


(76.68
)


2,500



2,930



(430
)


(14.68
)Gain on sale of commercial & multifamily real estate
    loans, net


1,408



5,702



(4,294
)


(75.31
)


5,702



17,812



(12,110
)


(67.99
)Lower of cost or market adjustment on loans held for sale, net


(1,428
)


(303
)


(1,125
)


371.29



(303
)


76



(379
)


(498.68
)Impairment on available for sale securities, net


(43,133
)


(11,593
)


(31,540
)


272.06



(11,593
)


-



(11,593
)


-Equity loss in other equity investments, net


(4,894
)


(3,023
)


(1,871
)


61.89



(3,023
)


(1,106
)


(1,917
)


(173.33
)Foreign exchange gain


9,799



221



9,578



4,333.94



221



(388
)


609



156.96Acquisition termination fee


-



-



-



-



-



5,000



(5,000
)


(100.00
)Other fees


6,842



4,885



1,957



40.06



4,885



2,950



1,935



65.59Total noninterest income


2,456



25,600



(23,144
)


(90.41
)


25,600



43,185



(17,585
)


(40.72
)Noninterest expense:Personnel


114,847



98,048



16,799



17.13



98,048



88,616



9,432



10.64Occupancy


23,988



21,209



2,779



13.10



21,209



16,189



5,020



31.01Data processing


9,980



9,173



807



8.80



9,173



9,890



(717
)


(7.25
)Furniture & equipment


9,049



8,644



405



4.69



8,644



7,100



1,544



21.75Professional fees & contracted services


9,897



7,369



2,528



34.06



7,369



9,855



(2,486
)


(25.23
)Deposit insurance


5,989



1,800



4,189



232.72



1,800



784



1,016



129.59Communication


3,655



3,074



581



18.90



3,074



1,071



2,003



187.02Core deposit intangible amortization


5,693



4,930



763



15.48



4,930



2,666



2,264



84.92Other real estate owned


7,073



581



6,492



1,117.38



581



-



581



-Gain on extinguishment of subordinated debentures &
    borrowings


-



-











-



(360
)


360



(100.00
)Other general & administrative


19,665



17,923



1,742



9.72



17,923



15,651



2,272



14.52Total noninterest expense


209,836



172,751



37,085



21.47



172,751



151,462



21,289



14.06Income (loss) before income taxes


(134,250
)


155,256



(289,506
)


(186.47
)


155,256



151,814



3,442



2.27Income tax benefit (expense)


66,511



(52,948
)


(119,459
)


(225.62
)


(52,948
)


(50,937
)


2,011



3.95Net income (loss)

$
(67,739
)

$
102,308


$
(170,047
)


(166.21
)

$
102,308


$
100,877


$
1,431



1.42Per Share Data:Basic earnings (loss) per share

$
(0.70
)

$
1.00


$
(1.70
)


(170.00
)

$
1.00


$
1.07


$
(0.07
)


(6.54
)Diluted earnings (loss) per share


(0.70
)


0.97



(1.67
)


(172.17
)


0.97



1.03



(0.06
)


(5.83
)Dividends declared per share


0.16



0.12



0.04



0.33



0.12



0.12



-



- - 44 -




---



##### Table of Contents



Year Ended December 31,


Year Ended December 31,Increase (Decrease)








Increase (Decrease)2008


2007


Amount


%


2007


2006


Amount


%Operating Ratios and Other Data:Return on average assets


(0.53
)%


0.97
%


(150
)bp*


(154.64
)


0.97
%


1.23
%


(26
)bp*


(21.14
)Return on average equity


(5.96
)


11.55



(1,751
)


(151.60
)


11.55



15.59



(404
)


(25.91
)Efficiency
    ratio(1)


61.98



49.61



1,237



24.93



49.61



49.32



29



0.59Noninterest expense to average assets


1.64



1.64



-



-



1.64



1.85



(21
)


(11.35
)Average equity to average assets


8.87



8.41



46



5.47



8.41



7.88



53



6.73Dividend payout
    ratio(2)


N/M



12.37



-



-



12.37



11.65



72



6.18Net loan charge-offs to average loans held in portfolio


1.33



0.13



120



923.08



0.13



0.17



(4
)


(23.53
)Interest rate spread
    (3)


2.58



2.89



(31
)


(10.73
)


2.89



2.98



(9
)


(3.02
)Net interest margin
    (3)


2.92



3.36



(44
)


(13.10
)


3.36



3.45



(9
)


(2.61
)     (1)
    
    Represents noninterest expense
    divided by the total of our net interest income before provision
    for loan losses and our noninterest income.(2)
    
    Dividends declared per share as a
    percentage of diluted earnings per share.(3)
    
    Calculated on a tax equivalent
    basis. Interest income from tax-exempt investment securities
    calculated on a tax equivalent basis was $34.5 million,
    $22.9 million and $16.5 million for the years ended
    December 31, 2008, 2007 and 2006, respectively.*
    
    Basis point  Year
    Ended December 31, 2008, Compared to Year Ended
    December 31, 2007
    Net Interest Income and Net Interest
    Margin.
 - 45 -




---



##### Table of Contents



2008


2007Average








AverageInterest


Yields





Interest


YieldsAverage


Income/


Earned/


Average


Income/


Earned/Balance


Expense


Rates Paid


Balance


Expense


Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans(1)(2)

$
8,591,151


$
534,809



6.23
%

$
7,363,435


$
575,805



7.82
%Taxable
    securities(3)


2,359,513



122,053



5.17



1,727,075



88,043



5.10Tax-exempt
    securities(3)


464,077



22,407



4.83



304,342



14,907



4.90FHLB Stock


94,384



3,727



3.95



72,820



3,825



5.25Securities purchased under agreements to resell


150,000



6,084



4.06



159,657



10,633



6.66Other


261,323



8,279



3.17



214,651



13,135



6.12Total interest-earning assets


11,920,448



697,359



5.85



9,841,980



706,348



7.18Noninterest-earning assets


896,934



-







688,180



-Total assets

$
12,817,382


$
697,359






$
10,530,160


$
706,348Interest-bearing liabilities:Deposits:NOW, checking and money market accounts

$
1,416,826


$
29,952



2.11


$
1,531,449


$
51,535



3.37Savings accounts


676,212



5,223



0.77



726,168



7,117



0.98Time deposits


5,381,761



196,182



3.65



4,380,809



217,679



4.97Total interest-bearing deposits


7,474,799



231,357



3.10



6,638,426



276,331



4.16Securities sold under agreements to repurchase


730,574



24,545



3.36



400,614



15,308



3.82Short-term borrowings and federal funds purchased


685,737



18,951



2.76



324,962



16,557



5.10Long- term borrowings


1,423,742



61,811



4.34



1,113,881



52,231



4.69Subordinated debentures


406,520



24,622



6.06



312,889



23,333



7.46Total interest-bearing liabilities


10,721,372



361,286



3.37



8,790,772



383,760



4.37Noninterest-bearing deposits


799,189



-







767,641



-Other noninterest-bearing liabilities


159,802



-







86,316



-Stockholders equity


1,137,019



-







885,431



-Total liabilities and stockholders equity

$
12,817,382


$
361,286






$
10,530,160


$
383,760Net interest-earning assets/net interest income/net interest
    rate spread(4)

$
1,199,076


$
336,073



2.48
%

$
1,051,208


$
322,588



2.81
%Net interest
    margin(5)










2.82
%










3.28
%Ratio of interest-earning assets to interest-bearing liabilities


1.11x











1.12xTax equivalent basis:Total interest-earning
    assets(6)

$
11,920,448


$
709,424



5.95
%

$
9,841,980


$
714,374



7.26
%Total interest-bearing liabilities


10,721,372



361,286



3.37



8,790,772



383,760



4.37Net interest-earning assets/net interest income/net interest
    rate spread(4)

$
1,199,076


$
348,138



2.58
%

$
1,051,208


$
330,614



2.89
%Net interest
    margin(5)










2.92
%










3.36
%Average cost of deposits:Total interest-bearing deposits

$
7,474,799


$
231,357



3.10
%

$
6,638,426


$
276,331



4.16
%Noninterest-bearing deposits


799,189



-







767,641



-Total deposits

$
8,273,988


$
231,357



2.80
%

$
7,406,067


$
276,331



3.73
%     (1)
    
    Nonaccrual loans are included in
    the table for computation purposes; however, interest for such
    loans is recognized on a cash basis.(2)
    
    Average loans include loans held
    for sale.(3)
    
    Average yield on investment
    securities is computed using historical cost balances; the yield
    information does not give effect to changes in fair value that
    are reflected as a component of stockholders equity.(4)
    
    Interest rate spread represents the
    difference between the average yield on interest earning assets
    and the average cost of interest-bearing liabilities.(5)
    
    Net interest margin represents net
    interest income divided by average interest-earning assets.(6)
    
    Interest income from tax-exempt
    securities has been adjusted to a tax equivalent basis using a
    statutory federal income tax rate of 35.0%. Interest income from
    tax-exempt investment securities calculated on a tax equivalent
    basis was $34.5 million and $22.9 million for the
    years ended December 31, 2008 and 2007, respectively.   - 46 -




---



##### Table of Contents



- 47 -




---



##### Table of Contents



Year Ended December 31, 2008 Compared to 2007Changes due toVolume


Rate


TotalInterest income:Loans

$
96,005


$
(137,001
)

$
(40,996
)Taxable securities


32,240



1,770



34,010Tax-exempt securities


7,824



(324
)


7,500FHLB stock


1,133



(1,231
)


(98
)Securities purchased under agreements to resell


(643
)


(3,906
)


(4,549
)Other


2,856



(7,712
)


(4,856
)Total interest income on interest-earning assets


139,415



(148,404
)


(8,989
)Interest expense:Deposits:NOW, checking, and money market accounts


(3,857
)


(17,726
)


(21,583
)Savings accounts


(490
)


(1,404
)


(1,894
)Time deposits


49,737



(71,234
)


(21,497
)Securities sold under agreements to repurchase


12,608



(3,371
)


9,237Short-term borrowings and federal funds purchased


18,382



(15,988
)


2,394Long-term borrowings


14,530



(4,950
)


9,580Subordinated debentures


6,982



(5,693
)


1,289Total interest expense on interest-bearing liabilities


97,892



(120,366
)


(22,474
)Increase (decrease) in net interest income

$
41,523


$
(28,038
)

$
13,485   Provision for Loan Losses.
   - 48 -




---



##### Table of Contents



Noninterest Income. other-than-temporary
    Noninterest Expense.
    Income Tax Benefit.
  Year
    Ended December 31, 2007, Compared to Year Ended
    December 31, 2006
   - 49 -




---



##### Table of Contents



Net Interest Income and Net Interest
    Margin.
 - 50 -




---



##### Table of Contents



2007


2006Average








AverageInterest


Yields





Interest


YieldsAverage


Income/


Earned/


Average


Income/


Earned/Balance


Expense


Rates Paid


Balance


Expense


Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans(1)(2)

$
7,363,435


$
575,805



7.82
%

$
6,079,574


$
448,650



7.38
%Taxable
    securities(3)


1,727,075



88,043



5.10



1,296,231



62,418



4.82Tax-exempt
    securities(3)


304,342



14,907



4.90



224,295



10,717



4.78FHLB Stock


72,820



3,825



5.25



48,645



3,006



6.18Securities purchased under agreements to resell


159,657



10,633



6.66



60,822



4,515



7.42Other


214,651



13,135



6.12



117,096



5,707



4.87Total interest-earning assets


9,841,980



706,348



7.18



7,826,663



535,013



6.84Noninterest-earning assets


688,180



-







382,187



-Total assets

$
10,530,160


$
706,348






$
8,208,850


$
535,013Interest-bearing liabilities:Deposits:NOW, checking and money market accounts

$
1,531,449


$
51,535



3.37


$
1,300,150


$
41,282



3.18Savings accounts


726,168



7,117



0.98



713,068



9,527



1.34Time deposits


4,380,809



217,679



4.97



3,677,491



159,250



4.33Total interest-bearing deposits


6,638,426



276,331



4.16



5,690,709



210,059



3.69Securities sold under agreements to repurchase


400,614



15,308



3.82



152,059



5,313



3.49Short-term borrowings and federal funds purchased


324,962



16,557



5.10



224,883



10,178



4.53Long- term borrowings


1,113,881



52,231



4.69



683,978



33,424



4.89Subordinated debentures


312,889



23,333



7.46



152,136



12,106



7.96Total interest-bearing liabilities


8,790,772



383,760



4.37



6,903,765



271,080



3.93Noninterest-bearing deposits


767,641



-







544,910



-Other noninterest-bearing liabilities


86,316



-







113,089



-Stockholders equity


885,431



-







647,086



-Total liabilities and stockholders equity

$
10,530,160


$
383,760






$
8,208,850


$
271,080Net interest-earning assets/net interest income/net interest
    rate spread(4)

$
1,051,208


$
322,588



2.81
%

$
922,898


$
263,933



2.91
%Net interest
    margin(5)










3.28
%










3.37
%Ratio of interest-earning assets to interest-bearing liabilities


1.12x











1.13
xTax equivalent basis:Total interest-earning
    assets(6)

$
9,841,980


$
714,374



7.26
%

$
7,826,663


$
540,784



6.91
%Total interest-bearing liabilities


8,790,772



383,760



4.37



6,903,765



271,080



3.93Net interest-earning assets/net interest income/net interest
    rate spread(4)

$
1,051,208


$
330,614



2.89
%

$
922,898


$
269,704



2.98
%Net interest
    margin(5)










3.36
%










3.45
%Average cost of deposits:Total interest-bearing deposits

$
6,638,426


$
276,331



4.16
%

$
5,690,709


$
210,059



3.69
%Noninterest-bearing deposits


767,641



-







544,910



-Total deposits

$
7,406,067


$
276,331



3.73
%

$
6,235,619


$
210,059



3.37
%     (1)
    
    Nonaccrual loans are included in
    the table for computation purposes; however, interest for such
    loans is recognized on a cash basis.(2)
    
    Average loans include loans held
    for sale.(3)
    
    Average yield on investment
    securities is computed using historical cost balances; the yield
    information does not give effect to changes in fair value that
    are reflected as a component of stockholders equity.(4)
    
    Interest rate spread represents the
    difference between the average yield on interest earning assets
    and the average cost of interest-bearing liabilities.(5)
    
    Net interest margin represents net
    interest income divided by average interest-earning assets.(6)
    
    Interest income from tax-exempt
    securities has been adjusted to a tax equivalent basis using a
    statutory federal income tax rate of 35.0%. Interest income from
    tax-exempt investment securities calculated on a tax equivalent
    basis was $22.9 million and $16.5 million for the
    years ended December 31, 2007 and 2006, respectively.   - 51 -




---



##### Table of Contents



- 52 -




---



##### Table of Contents



Year Ended December 31, 2007 Compared to 2006Changes due toVolume


Rate


TotalInterest income:Loans

$
94,744


$
32,411


$
127,155Taxable securities


20,747



4,878



25,625Tax-exempt securities


3,825



365



4,190FHLB stock


1,494



(675
)


819Securities purchased under agreements to resell


7,337



(1,219
)


6,118Other


4,755



2,673



7,428Total interest income on interest-earning assets


132,902



38,433



171,335Interest expense:Deposits:NOW, checking, and money market accounts


7,344



2,909



10,253Savings accounts


175



(2,585
)


(2,410
)Time deposits


30,456



27,973



58,429Securities sold under agreements to repurchase


8,685



1,310



9,995Short-term borrowings and federal funds purchased


4,529



1,850



6,379Long-term borrowings


21,008



(2,201
)


18,807Subordinated debentures


12,792



(1,565
)


11,227Total interest expense on interest-bearing liabilities


84,989



27,691



112,680Increase (decrease) in net interest income

$
47,913


$
10,742


$
58,655   Provision for Loan Losses.
      Noninterest Income.
 - 53 -




---



##### Table of Contents



Noninterest Expense.
  Income Tax Expense.
 - 54 -




---



##### Table of Contents



BUSINESS
    SEGMENT RESULTS
    BALANCE
    SHEET ANALYSIS
  Investment
    Securities
       - 55 -




---



##### Table of Contents



2008


2007


2006Amortized


Fair


Amortized


Fair


Amortized


FairCost


Value


Cost


Value


Cost


ValueInvestment securities available for sale:Agency preferred stock

$
1,251


$
382


$
23,466


$
20,149


$
-


$
-Collateralized debt obligations


15,343



12,568



31,433



28,731



38,445



38,134Trust preferred securities


-



-



-



-



-



-U.S. Government sponsored enterprises notes


802,826



815,481



446,916



447,227



588,621



583,040U.S. Government sponsored enterprises discount notes


197,106



198,800



-



-



249,024



249,085U.S. Treasury Bill


49,955



49,963



-







73,183



73,200Municipals


278,549



252,299



246,632



244,409



58,325



58,325Commercial paper


-







-







49,952



49,952Other


10,000



7,016



10,000



8,950



10,000



9,875Total investment securities available for sale


1,355,030



1,336,509



758,447



749,466



1,067,550



1,061,611Mortgage-backed securities available for sale:FNMA


568,627



577,964



559,979



556,138



515,711



502,697GNMA


259,002



263,593



77,478



75,733



87,866



84,605FHLMC


325,132



328,500



241,243



235,874



313,991



304,284CMBS


329,975



306,613



390,112



385,448



-



-Other


160,983



148,914



188,006



185,696



200,832



196,259Total mortgage-backed securities available for sale


1,643,719



1,625,584



1,456,818



1,438,889



1,118,400



1,087,845Total investment and mortgage-backed securities available for
    sale


2,998,749



2,962,093



2,215,265



2,188,355



2,185,950



2,149,456Investment securities held to maturity:Municipals


182,386



183,983



212,647



218,631



222,638



229,358Mortgage-backed securities held to maturity:FNMA


51,521



52,496



4,090



3,989



4,372



4,200GNMA


47,567



48,744



54,326



53,255



63,122



61,367FHLMC


319



321



422



411



541



521Total mortgage-backed securities held to maturity


99,407



101,561



58,838



57,655



68,035



66,088Total investment and mortgage-backed securities held to maturity


281,793



285,544



271,485



276,286



290,673



295,446Total investment and mortgage-backed securities

$
3,280,542



3,247,637


$
2,486,750


$
2,464,641


$
2,476,623


$
2,444,902      - 56 -




---



##### Table of Contents



- 57 -




---



##### Table of Contents



After One Year


After Five YearsWithin One Year


Through Five Years


Through Ten Years


After Ten Years


TotalWeighted





Weighted





Weighted





Weighted





WeightedCarrying


Average


Carrying


Average


Carrying


Average


Carrying


Average


Carrying


AverageValue


Yield


Value


Yield


Value


Yield


Value


Yield


Value


YieldInvestment securities available for sale:Agency preferred stock

$
-



-
%

$
-



-
%

$
-



-
%

$
382



-
%

$
382



-
%Collateralized debt obligations


-



-



-



-



-



-



12,568



7.30



12,568



7.30U.S. Government sponsored enterprises notes


198,800



1.67



74,232



3.63



715,824



4.79



25,425



5.18



1,014,281



4.10U.S. Treasury Bill


49,963



0.19



-



-



-



-



-



-



49,963



0.19Municipals


-



-



418



3.76



2,809



3.92



249,072



4.44



252,299



4.43Other


-



-



-



-



7,016



5.30



-



-



7,016



5.30Total investment securities available for sale


248,763



1.37



74,650



3.63



725,649



4.80



287,447



4.62



1,336,509



4.07Mortgage-backed securities available for sale:FNMA


-



-



6,488



5.13



162,784



4.83



408,692



4.75



577,964



4.78GNMA


-



-



-



-



-



-



263,593



4.87



263,593



4.87FHLMC


-



-



-



-



29,165



4.13



299,335



4.88



328,500



4.81CMBS


-



-



-



-



-



-



306,613



5.98



306,613



5.98Other


-



-



-



-



44,996



4.72



103,918



5.43



148,914



5.23Total mortgage-backed securities available for sale


-



-



6,488



5.13



236,945



4.73



1,382,151



5.14



1,625,584



5.08Total investment and mortgage-backed securities available for
    sale


248,763



1.37



81,138



3.75



962,594



4.78



1,669,598



5.05



2,962,093



4.62Investment securities held to maturity:Municipals
    (1)


-



-



-



-



11,328



4.88



171,058



4.70



182,386



4.71Mortgage-backed securities held to maturity:FNMA


-



-



-



-



1,079



3.81



50,442



4.23



51,521



4.22GNMA


-



-



-



-



-



-



47,567



4.92



47,567



4.92FHLMC


-



-



-



-



-



-



319



4.01



319



4.01Total mortgage-backed securities held to maturity


-



-



-



-



1,079



3.81



98,328



4.56



99,407



4.56Total investment and mortgage-backed securities held to maturity


-



-



-



-



12,407



4.78



269,386



4.65



281,793



4.65Total investment and mortgage-backed securities

$
248,763



1.37
%

$
81,138



3.75
%

$
975,001



4.78
%

$
1,938,984



4.99
%

$
3,243,886



4.63
%     (1)
    
    Weighted average yield is
    calculated on a nontax equivalent basis. - 58 -




---



##### Table of Contents



Loans
    2008


2007


2006


2005


2004Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Commercial:Secured by real estate - nonresidential

$
2,582,813



29.79


$
2,317,501



29.59


$
2,341,572



35.29


$
2,307,381



39.52


$
1,943,868



47.99Secured by real estate - multifamily


1,114,275



12.85



1,186,177



15.14



1,275,594



19.22



1,506,848



25.81



866,079



21.38Business


2,406,773



27.76



2,076,597



26.51



1,461,322



22.02



863,935



14.80



468,128



11.56Construction


1,984,849



22.89



1,666,550



21.28



1,054,302



15.89



494,841



8.47



289,936



7.16Total commercial


8,088,710



93.29



7,246,825



92.52



6,132,790



92.42



5,173,005



88.60



3,568,011



88.09Consumer:Residential mortgage (one-to-four family)


493,023



5.68



518,674



6.62



448,895



6.76



613,988



10.52



434,423



10.72Other


88,954



1.03



66,651



0.86



53,975



0.82



51,667



0.88



48,307



1.19Total consumer


581,977



6.71



585,325



7.48



502,870



7.58



665,655



11.40



482,730



11.91Loans held in
    portfolio(1)


8,670,687



100.00



7,832,150



100.00



6,635,660



100.00



5,838,660



100.00



4,050,741



100.00Allowance for loan losses


(230,439
)






(80,584
)






(62,015
)






(64,542
)






(56,472
)Net loans held in portfolio

$
8,440,248






$
7,751,566






$
6,573,645






$
5,774,118






$
3,994,269     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $11.4 million, $17.9 million, $25.8 million,
    $7.4 million and $7.3 million at December 31,
    2008, 2007, 2006, 2005, and 2004, respectively.     - 59 -




---



##### Table of Contents



2008


2007


2006


2005Amount


%


Amount


%


Amount


%


Amount


%Commercial:Secured by real estate - nonresidential

$
-



-


$
175,101



98.85


$
141,348



98.94


$
154,087



98.31Secured by real estate - multifamily


-



-



-



-



-



-



-



-Business


-



-



1,109



0.63



1,203



0.84



2,653



1.69Total commercial


-



-



176,210



99.48



142,551



99.78



156,740



100.00Consumer:Residential mortgage (one-to-four family)


-



-



927



0.52



310



0.22



-



-Loans held for
    sale(1)

$
-



-


$
177,137



100.00


$
142,861



100.00


$
156,740



100.00     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of $322,000,
    $213,000 and $372,000 at December 31, 2007, 2006 and 2005,
    respectively.        2008


2007


2006


2005


2004Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Adjustable-rate loans

$
5,838,890



67.25


$
5,000,318



63.70


$
3,749,132



56.28


$
2,951,945



50.50


$
2,603,889



64.17Hybrid rate loans


1,302,623



15.00



1,280,340



16.31



1,444,072



21.68



1,711,915



29.28



881,744



21.73Fixed-rate loans


1,540,622



17.75



1,569,427



19.99



1,468,275



22.04



1,182,198



20.22



572,419



14.10Gross loans held in
    portfolio(1)

$
8,682,135



100.00


$
7,850,085



100.00


$
6,661,479



100.00


$
5,846,058



100.00


$
4,058,052



100.00     (1)
    
    Amounts do not reflect net deferred
    loan fees, purchase premiums and discounts of
    $11.4 million, $17.9 million, $25.8 million,
    $7.4 million, and $7.3 million at December 31,
    2008, 2007, 2006, 2005, and 2004, respectively. - 60 -




---



##### Table of Contents



Adjustable


Hybrid


Fixed


TotalCommercial:Secured by real estate - nonresidential

$
1,139,776


$
452,719


$
999,731


$
2,592,226Secured by real estate - multifamily


382,348



623,042



106,711



1,112,101Business


2,228,887



17,097



160,869



2,406,853Construction


1,909,713



-



78,826



1,988,539Total commercial


5,660,724



1,092,858



1,346,137



8,099,719Consumer:Residential mortgage (one-to-four family)


92,404



209,765



191,266



493,435Other


85,762



-



3,219



88,981Total consumer


178,166



209,765



194,485



582,416Gross loans held in portfolio
    (1)

$
5,838,890


$
1,302,623



1,540,622


$
8,682,135     (1)
    
    Amounts do not reflect net deferred
    loan fees, purchase premiums and discounts of $11.4 million
    at December 31, 2008.      After TenAfter One


After Three


After Five


YearsYear


Years


Years


Through


AfterWithin


Through


Through


Through


Twenty


TwentyOne Year


Three Years


Five Years


Ten Years


Years


Years


TotalCommercial:Secured by real estate - nonresidential

$
1,277,175


$
476,910


$
530,571


$
286,667


$
20,179


$
724


$
2,592,226Secured by real estate - multifamily


386,712



180,523



442,655



83,394



18,817



-



1,112,101Business


2,294,303



36,465



62,174



9,830



4,081



-



2,406,853Construction


1,983,197



2,351



2,522



469



-



-



1,988,539Total commercial


5,941,387



696,249



1,037,922



380,360



43,077



724



8,099,719Consumer:Residential mortgage (one-to-four family)


92,613



70,473



97,527



70,059



59,880



102,883



493,435Other


88,315



298



-



-



100



268



88,981Total consumer


180,928



70,771



97,527



70,059



59,980



103,151



582,416Gross loans held in portfolio

$
6,122,315


$
767,020


$
1,135,449


$
450,419


$
103,057


$
103,875


$
8,682,135Net deferred loan fees, purchase premiums and discounts


























(11,448
)Loans held in portfolio


























8,670,687Allowance for loan losses


























(230,439
)Net loans held in portfolio

























$
8,440,248      - 61 -




---



##### Table of Contents



After TenAfter One


After Three


After Five


YearsYear


Years


Years


Through


AfterWithin


Through


Through


Through


Twenty


TwentyOne Year


Three Years


Five Years


Ten Years


Years


Years


TotalCommercial:Secured by real estate - nonresidential

$
552,390


$
462,382


$
648,019


$
750,250


$
173,841


$
5,344


$
2,592,226Secured by real estate - multifamily


18,812



10,980



268,391



754,358



59,118



442



1,112,101Business


1,708,850



453,301



193,166



41,915



9,621



-



2,406,853Construction


628,081



1,167,846



183,629



8,514



469



-



1,988,539Total commercial


2,908,133



2,094,509



1,293,205



1,555,037



243,049



5,786



8,099,719Consumer:Residential mortgage (one-to-four family)


2,093



6,345



64,645



189,100



126,394



104,858



493,435Other


33,540



26,608



18,118



9,526



822



367



88,981Total consumer


35,633



32,953



82,763



198,626



127,216



105,225



582,416Gross loans held in portfolio

$
2,943,766


$
2,127,462


$
1,375,968


$
1,753,663


$
370,265


$
111,011


$
8,682,135Net deferred loan fees, purchase premium and discounts


























(11,448
)Loans held in portfolio


























8,670,687Allowance for loan losses


























(230,439
)Net loans held in portfolio

























$
8,440,248         After TenAfter One


After Three


After Five


YearsYear


Years


Years


Through


AfterWithin


Through


Through


Through


Twenty


TwentyOne Year


Three Years


Five Years


Ten Years


Years


Years


TotalAdjustable-rate loans

$
2,828,797


$
1,940,669


$
759,675


$
282,650


$
25,420


$
1,679


$
5,838,890Hybrid rate loans


-



42,948



253,016



970,999



35,394



266



1,302,623Fixed-rate loans


114,969



143,845



363,277



500,014



309,451



109,066



1,540,622Gross loans held in portfolio

$
2,943,766


$
2,127,462


$
1,375,968


$
1,753,663


$
370,265


$
111,011


$
8,682,135Net deferred loan fees, purchase premium and discounts


























(11,448
)Loans held in portfolio


























8,670,687Allowance for loan losses


























(230,439
)Net loans held in portfolio

























$
8,440,248      - 62 -




---



##### Table of Contents



2008


2007


2006Loans held for
    sale(2):Commercial:Secured by real estate - nonresidential

$
10,592


$
55,047


$
45,602Consumer:Residential mortgage (one-to-four family)


-



2,504



3,904Total loans held for sale
    commitments(1)


10,592



57,551



49,506Loans held in portfolio:Commercial:Secured by real estate - nonresidential


814,650



998,831



857,735Secured by real estate - multifamily


277,417



380,287



241,067Business


1,088,906



1,186,963



1,176,155Construction


485,545



1,292,327



1,064,113Total commercial loans


2,666,518



3,858,408



3,339,070Consumer:Residential mortgage (one-to-four family)


135,243



156,596



90,914Other


52,960



42,714



33,768Total consumer loans


188,203



199,310



124,682Total loans held in portfolio commitments
    (1)


2,854,721



4,057,718



3,463,752Total loan commitments
    (1)

$
2,865,313


$
4,115,269


$
3,513,258     (1)
    
    Amounts do not reflect commitments
    related to loan participations.(2)
    
    There were no commitments to fund
    loans to be held for sale at December 31, 2008.  Foreign
    Outstandings
    Banks andGovernments


Other


Commercial








% ofand Official


Financial


and


Other





TotalInstitutions


Institutions


Industrial


Loans


Total


AssetsChina:December 31, 2008

$
22,785


$
85,396


$
1,014,080


$
11,838


$
1,134,099



8.38December 31, 2007


10,885



50,470



791,457



12,578



865,390



7.33December 31, 2006


6,510



16,111



470,847



19,052



512,520



4.95  - 63 -




---



##### Table of Contents



Deposits
    2008


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageAmount


Rate


Amount


Rate


Amount


RateNOW, checking and money market accounts

$
1,979,279



0.86
%

$
2,417,630



1.91
%

$
2,194,176



2.18
%Savings accounts


791,982



0.60



986,664



1.94



942,672



2.14Time deposits:Less than $100,000


3,313,534



2.93



1,423,935



4.48



1,410,162



4.60$100,000 or greater


2,882,653



3.48



2,953,011



4.60



2,655,835



4.91Total time deposits


6,196,187



3.22



4,376,946



4.56



4,065,997



4.80Total deposits

$
8,967,448



2.47
%

$
7,781,240



3.40
%

$
7,202,845



3.66
%             Three months or less

$
1,592,055Over three months through six months


921,647Over six months through twelve months


337,133Over twelve months


31,818Total

$
2,882,653  - 64 -




---



##### Table of Contents



2008


2007


2006Average





Average





AverageAverage


Rates


Average


Rates


Average


RatesBalance


Paid


Balance


Paid


Balance


PaidNOW, checking and money market accounts

$
1,378,540



2.15
%

$
1,515,832



3.38
%

$
1,290,636



3.18
%Savings accounts


600,069



0.82



604,777



1.10



626,058



1.19Time deposits


4,565,265



3.68



3,641,268



4.86



3,110,865



4.23Noninterest-bearing demand deposits


798,250



-



767,877



-



545,092



-Total deposits

$
7,342,124



2.76
%

$
6,529,754



3.60
%

$
5,572,651



3.23
%     2008


2007


2006Average





Average





AverageAverage


Rates


Average


Rates


Average


RatesBalance


Paid


Balance


Paid


Balance


PaidNOW, checking and money market accounts

$
39,225



0.77
%

$
15,381



2.05
%

$
9,332



2.61
%Time deposits and savings accounts


892,638



3.21



860,932



4.84



653,636



4.56Total deposits

$
931,863



3.10
%

$
876,313



4.79
%

$
662,968



4.54
%    - 65 -




---



##### Table of Contents



Borrowings
    2008


2007


2006Securities sold under agreements to repurchase:Average balance outstanding

$
730,574


$
400,615


$
162,124Maximum amount outstanding at any month end period


850,000



650,000



401,600Balance outstanding at end of period


700,000



650,000



401,600Weighted average interest rate during the period


3.85
%


4.21
%


3.56
%Weighted average interest rate at end of period


3.74
%


4.04
%


3.71
%Weighted average remaining term to maturity at end of period (in
    years)


7.70



8.63



6.1Short-term borrowings:FHLB advances and other short-term borrowings:Average balance outstanding

$
598,387


$
299,713


$
224,234Maximum amount outstanding at any month end period


806,815



637,787



654,636Balance outstanding at end of period


335,225



414,532



654,636Weighted average interest rate during the period


2.94
%


5.15
%


4.52
%Weighted average interest rate at end of period


3.39
%


4.05
%


5.21
%Weighted average remaining term to maturity at end of period (in
    years)


0.5



0.1



-Federal funds purchased:Balance outstanding at end of period

$
-


$
78,000


$
-Long-term borrowings:FHLB advances and other long-term borrowings:Average balance outstanding

$
1,423,742


$
1,113,881


$
683,978Maximum amount outstanding at any month end period


1,547,668



1,372,190



906,651Balance outstanding at end of period


1,546,335



1,372,190



906,651Weighted average interest rate during the period


4.34
%


4.69
%


4.89
%Weighted average interest rate at end of period


4.11
%


4.57
%


4.72
%Weighted average remaining term to maturity at end of period (in
    years)


4.4



5.2



5.4   and/or
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities
  Subordinated
    Debentures
   - 66 -




---



##### Table of Contents



3-month
    3-month
 - 67 -




---



##### Table of Contents



OFF-BALANCE
    SHEET ARRANGEMENTS
  Consolidation of Variable Interest Entities, an
    interpretation of ARB No. 51
    
    The transferred assets have been legally isolated from the
    transferor, even in bankruptcy or other receivership.
    The transferee has the right to pledge or exchange the assets it
    received, or if the entity is a QSPE the beneficial interest
    holders have that right.
    The transferor does not maintain effective control over the
    transferred assets.  RISK
    MANAGEMENT
      
    Enterprise Risk Management Committee, which reviews credit,
    operational, market and liquidity risk;
    Credit Risk Management Committee, which reviews credit policies,
    products and problem assets risk;
    Portfolio Review Committee, which monitors, controls, and
    maintains UCBs credit risk profile;
    Market Risk Management Committee, which reviews securities,
    loans and borrowings to assess yield, and interest rate and
    market risk;
    Operational Risk Management Committee, which reviews those risks
    not covered by the Credit Risk Management and Market Risk
    Management Committees; and
    Securities Committee, which reviews and analyze the investment
    activities and strategies of UCB.    Credit
    Risk Management
     - 68 -




---



##### Table of Contents



2008


2007Amount


%


Amount


%Commercial:Secured by real estate - nonresidential

$
2,582,813



29.79


$
2,317,501



29.59Secured by real estate - multifamily


1,114,275



12.85



1,186,177



15.14Business


2,406,773



27.76



2,076,597



26.51Construction


1,984,849



22.89



1,666,550



21.28Total commercial


8,088,710



93.29



7,246,825



92.52Consumer:Residential mortgage (one-to-four family)


493,023



5.68



518,674



6.62Other


88,954



1.03



66,651



0.86Total consumer


581,977



6.71



585,325



7.48Loans held in
    portfolio(1)

$
8,670,687



100.00


$
7,832,150



100.00     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $11.4 million and $17.9 million at December 31,
    2008 and 2007, respectively.      Loan Securitizations.
 - 69 -




---



##### Table of Contents



Nonperforming
    Assets
       - 70 -




---



##### Table of Contents



2008


2007


2006


2005


2004Commercial loans:Secured by real estate - nonresidential

$
59,310


$
18,086


$
5,604


$
12,792


$
8,085Secured by real estate - multifamily


7,956



4,032



-



-



-Business


85,967



14,713



6,339



5,903



136Construction


345,724



15,799



-



-



4,353Total commercial loans


498,957



52,630



11,943



18,695



12,574Consumer loans:Residential mortgage (one-to-four family)


3,650



349



368



388



-Other


478



206



-



50



-Total consumer loans


4,128



555



368



438



-Total nonaccrual loans from loans held in portfolio


503,085



53,185



12,311



19,133



12,574Other real estate owned


27,688



3,844



2,887



-



-Total nonperforming
    assets(1)

$
530,773


$
57,029


$
15,198


$
19,133


$
12,574Nonperforming assets to total assets


3.93
%


0.48
%


0.15
%


0.24
%


0.20
%Nonaccrual loans to loans held in portfolio


5.80



0.68



0.19



0.33



0.31Nonperforming assets to loans held in portfolio and other real
    estate owned


6.10



0.73



0.23



0.33



0.31Loans held in portfolio

$
8,670,687


$
7,832,150


$
6,635,660


$
5,838,660


$
4,050,741Gross interest income recognized on impaired loans


1,737



139



80



183



-Gross interest income not recognized on nonaccrual loans


19,634



1,877



676



790



699Accruing loans contractually past due 90 days or more


26,435



33,381



4,339



5,374



3,101Loans classified as troubled debt restructurings and not
    included above


8,268



8,466



8,614



10,827



11,329     (1)
    
    Nonperforming assets exclude loans
    held for sale and loans contractually past due 90 days or
    more but still accruing.       - 71 -




---



##### Table of Contents



Allowances
    for Credit Losses
  Allowance for Loan Losses.
         - 72 -




---



##### Table of Contents



- 73 -




---



##### Table of Contents



2008


2007


2006


2005


2004Balance at beginning of year:Allowance for loan losses

$
80,584


$
62,015


$
64,542


$
56,472


$
58,126Allowance for losses - unfunded commitments


4,793



6,833



3,402



3,940



2,737Total allowance for losses at beginning of year


85,377



68,848



67,944



60,412



60,863Acquired allowance for loan losses


-



5,607



7,279



2,932



-Provision for loan losses


262,943



20,181



3,842



6,091



4,202Charge-offs:Commercial:Secured by real estate - nonresidential


(4,968
)


(1,706
)


(791
)


(838
)


(1,577
)Secured by real estate - multifamily


(1,862
)


(59
)


-



-



(127
)Business


(15,703
)


(7,593
)


(9,765
)


(750
)


(2,985
)Construction


(90,438
)


(1,288
)


-



-



-Total commercial


(112,971
)


(10,646
)


(10,556
)


(1,588
)


(4,689
)Consumer:Residential mortgage (one-to-four family)


-



-



(74
)


-



-Other


(1,054
)


(31
)


(64
)


(26
)


(109
)Total consumer


(1,054
)


(31
)


(138
)


(26
)


(109
)Total charge-offs


(114,025
)


(10,677
)


(10,694
)


(1,614
)


(4,798
)Recoveries:Commercial:Secured by real estate - nonresidential


270



997



128



-



-Secured by real estate - multifamily


-



-



-



-



-Construction


1



-



-



-



-Business


478



418



313



63



119Total commercial


749



1,415



441



63



119Consumer:Residential mortgage (one-to-four family)


-



-



-



34



-Other


43



3



36



26



26Total consumer


43



3



36



60



26Total recoveries


792



1,418



477



123



145Total allowance for losses at end of year

$
235,087


$
85,377


$
68,848


$
67,944


$
60,412Allowance for loan losses

$
230,439


$
80,584


$
62,015


$
64,542


$
56,472Allowance for losses - unfunded commitments


4,648



4,793



6,833



3,402



3,940Total allowance for losses at end of year

$
235,087


$
85,377


$
68,848


$
67,944


$
60,412Allowance for loan losses to loans held in portfolio


2.66
%


1.03
%


0.93
%


1.11
%


1.39
%Net charge-offs to average loans held in portfolio


1.33



0.13



0.17



0.03



0.11  - 74 -




---



##### Table of Contents



2008


2007


2006


2005


2004Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Allocated:Commercial:Secured by real estate - nonresidential

$
37,144



29.79


$
20,687



29.59


$
21,408



35.29


$
30,778



39.52


$
30,885



47.99Secured by real estate - multifamily


2,691



12.85



2,474



15.14



2,187



19.22



1,075



25.81



629



21.38Business


62,715



27.76



34,012



26.51



24,468



22.02



22,406



14.80



14,971



11.56Construction


125,938



22.89



21,858



21.28



12,623



15.89



9,412



8.47



8,929



7.16Total commercial


228,488



93.29



79,031



92.52



60,686



92.42



63,671



88.60



55,414



88.09Consumer:Residential mortgage (one-to-four family)


1,341



5.68



1,373



6.62



918



6.76



697



10.52



728



10.72Other


610



1.03



180



0.86



141



0.82



174



0.88



330



1.19Total consumer


1,951



6.71



1,553



7.48



1,059



7.58



871



11.40



1,058



11.91Total allocated


230,439



100.00



80,584



100.00



61,745



100.00



64,542



100.00



56,472



100.00Non-loan category specific


-







-







270







-







-Allowance for loan losses

$
230,439






$
80,584






$
62,015






$
64,542






$
56,472Allowance for losses - unfunded commitments

$
4,648






$
4,793






$
6,833






$
3,402






$
3,940          - 75 -




---



##### Table of Contents



Reserve for Unfunded Commitments.
  Interest
    Rate and Market Risk Management
             - 76 -




---



##### Table of Contents



Accounting for
    Derivative Instruments and Hedging Activities
    Net Portfolio Value


Net Interest IncomeChange in Interest Rates in Basis Points:

Amount


Change


% Change


Amount


Change


% ChangeDecember 31, 2008:200

$
1,202,707


$
(11,465
)


(0.94
)

$
360,204


$
18,104



5.29100


1,253,466



39,293



3.24



349,473



7,374



2.160


1,214,173



-



-



342,100



-



-(100)


1,108,069



(106,103
)


(8.74
)


340,382



(1,718
)


(0.50
)(200)


940,879



(273,294
)


(22.51
)


327,681



(14,419
)


(4.21
)December 31, 2007:200

$
955,975


$
(192,604
)


(16.77
)

$
345,228


$
(16,804
)


(4.64
)100


1,069,212



(79,366
)


(6.91
)


356,925



(5,107
)


(1.41
)0


1,148,579



-



-



362,032



-



-(100)


1,067,502



(81,076
)


(7.06
)


355,049



(6,983
)


(1.93
)(200)


945,062



(203,517
)


(17.72
)


340,272



(21,760
)


(6.01
)       Operational
    Risk Management
     - 77 -




---



##### Table of Contents



Liquidity
    Risk
  Overview.
   - 78 -




---



##### Table of Contents



Contractual Obligations.
  After One Year


After Three YearsWithin


Through


Through


More ThanOne Year


Three Years


Five Years


Five Years


TotalDeposits:Demand and savings
    accounts(1)

$
2,771,261


$
-


$
-


$
-


$
2,771,261Time deposits


5,646,913



546,624



2,188



462



6,196,187Securities sold under agreements to repurchase


-



50,000



50,000



600,000



700,000Borrowings


593,797



481,840



175,245



630,678



1,881,560Subordinated debentures


-



-



-



406,459



406,459Unfunded CRA investment commitments


3,295



2,478



-



-



5,773Total balance sheet arrangements


9,015,266



1,080,942



227,433



1,637,599



11,961,240Off-balance-sheet arrangements:Commitments to extend credit:Consumer (including residential mortgage)


137,617



-



-



-



137,617Commercial (excluding construction)


1,359,196



-



-



-



1,359,196Construction


692,531



-



-



-



692,531Letters of creditCommercial


74,780



204



-



-



74,984Standby


92,163



76,532



-



-



168,695Derivative financial instruments:Foreign exchange contracts
    receivable(2)


(550,405
)


-



-



-



(550,405
)Foreign exchange contracts
    payable(2)


550,405



-



-



-



550,405Interest rate floor contract
    (2)


-



25,000



-



-



25,000Put option to
    sell(2)


(5,405
)


-



-



-



(5,405
)Put option to
    buy(2)


5,405



-



-



-



5,405Unfunded investment commitments


3,326



-



-



-



3,326Other


3,083



-



-



-



3,083Noncancelable operating lease obligations


11,214



20,121



14,032



15,132



60,499Total off-balance sheet arrangements


2,373,910



121,857



14,032



15,132



2,524,931Total contractual obligations

$
11,389,176


$
1,202,799


$
241,465


$
1,652,731


$
14,486,171     (1)
    
    Accounts with indeterminate
    maturities, such as savings and checking, are included in one
    year or less category.(2)
    
    Notional amounts.    Liquidity Management.
   - 79 -




---



##### Table of Contents



and/or
     - 80 -




---



##### Table of Contents



Name of Rating Agency

Short-Term Debt

Long-Term Debt

Rating OutlookFitch

F2

BBB

Negative     Name of Rating Agency

Short-Term Debt

Long-Term Debt

Rating OutlookFitch

F2

BBB

NegativeMoodys

P-2

Baa2

Negative     CAPITAL
    MANAGEMENT
     - 81 -




---



##### Table of Contents



2008


2007


2006


2005


2004United Commercial Bank:Tier 1 leverage


9.06
%


7.42
%


9.30
%


8.26
%


8.49
%Tier 1 risk-based capital


11.72



8.55



9.67



9.91



11.42Total risk-based capital


14.24



10.80



10.53



10.98



12.67UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage


9.89
%


7.39
%


9.50
%


8.56
%


8.92
%Tier 1 risk-based capital


12.77



8.51



9.86



10.26



11.98Total risk-based capital


15.29



10.76



10.72



11.33



13.23          - 82 -




---



##### Table of Contents



- 83 -




---



##### Table of Contents



- 84 -




---



##### Table of Contents



- 85 -




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K.
 - 86 -




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplemental Data  UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    Index to Consolidated Financial Statements
  PageReports of Independent Registered Public
    Accounting Firms


88Consolidated Balance Sheets as of
    December 31, 2008 and 2007


92Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


93Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive Income for the years
    ended December 31, 2008, 2007 and 2006


94Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


95Notes to Consolidated Financial Statements


96  - 87 -




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  - 88 -




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control  Integrated Framework
                - 89 -




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##### Table of Contents



- 90 -




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         - 91 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS(Dollars
    in Thousands, Except Share and Par Value Amounts)  December 31,2008


2007ASSETSNoninterest bearing cash

$
208,926


$
117,141Interest bearing cash


369,281



202,258Federal funds sold


30,000



26,028Cash and cash equivalents


608,207



345,427Securities purchased under agreements to resell


150,000



150,000Investment and mortgage-backed securities available for sale, at
    fair value


2,962,093



2,188,355Investment and mortgage-backed securities held to maturity, at
    cost (fair value of $285,544 and $276,286 at December 31,
    2008 and 2007, respectively)


281,793



271,485Federal Home Loan Bank stock and other equity investments


149,330



138,877Loans held for sale, net of valuation allowance


-



177,137Loans held in portfolio


8,670,687



7,832,150Allowance for loan losses


(230,439
)


(80,584
)Loans held in portfolio, net


8,440,248



7,751,566Accrued interest receivable


70,835



61,111Premises and equipment, net


145,878



144,630Goodwill


432,030



436,606Core deposit intangibles, net


16,832



22,526Mortgage servicing rights, net


10,988



12,783Other assets


235,123



103,063Total assets

$
13,503,357


$
11,803,566LIABILITIES AND STOCKHOLDERS EQUITYNoninterest bearing deposits

$
784,583


$
860,338Interest bearing deposits


8,182,865



6,920,902Total deposits


8,967,448



7,781,240Securities sold under agreements to repurchase


700,000



650,000Short-term borrowings and federal funds purchased


335,225



492,532Subordinated debentures


406,459



406,615Accrued interest payable


31,888



28,169Long-term borrowings


1,546,335



1,372,190Other liabilities


87,947



105,717Total liabilities


12,075,302



10,836,463Commitments and contingencies (Notes 28 and 29)Preferred stock, $0.01 par value, 10,000,000 shares
    authorized; Series A, none issued and outstanding in 2008
    and 2007; Series B, 135,000 shares issued and
    132,235 shares outstanding at December 31, 2008 and
    none in 2007; Series C, 298,737 shares issued and
    outstanding at December 31, 2008 and none in 2007


395,513



-Common stock, $0.01 par value, 180,000,000 shares
    authorized at December 31, 2008 and 2007; 117,286,439 and
    104,397,988 shares issued and outstanding at
    December 31, 2008 and 2007, respectively


1,173



1,044Additional paid-in capital


592,893



427,474Retained earnings


460,182



554,568Accumulated other comprehensive loss


(21,706
)


(15,983
)Total stockholders equity


1,428,055



967,103Total liabilities and stockholders equity

$
13,503,357


$
11,803,566    - 92 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS(Dollars
    in Thousands, Except Per Share Amounts)  Year Ended December 31,2008


2007


2006Interest and dividend income:Loans

$
534,809


$
575,805


$
448,650Investment and mortgage-backed securities:Taxable


122,053



88,043



62,418Tax-exempt


22,407



14,907



10,717FHLB stock


3,727



3,825



3,006Federal funds sold


983



2,781



522Deposits with banks


7,296



10,354



5,185Securities purchased under agreements to resell


6,084



10,633



4,515Total interest and dividend income


697,359



706,348



535,013Interest expense:Deposits


231,357



276,331



210,059Securities sold under agreements to repurchase


24,545



15,308



5,313Short-term borrowings


18,951



16,557



10,178Subordinated debentures


24,622



23,333



12,106Long-term borrowings


61,811



52,231



33,424Total interest expense


361,286



383,760



271,080Net interest income


336,073



322,588



263,933Provision for loan losses


262,943



20,181



3,842Net interest income after provision for loan losses


73,130



302,407



260,091Noninterest income:Commercial banking fees


13,783



14,921



11,983Service charges on deposits


8,652



6,969



3,722Gain on sale of securities, net


10,844



5,321



206Gain on sale of SBA loans, net


583



2,500



2,930Gain on sale of commercial and multifamily real estate loans, net


1,408



5,702



17,812Lower of cost or market adjustment on loans held for sale, net


(1,428
)


(303
)


76Impairment on available for sale securities, net


(43,133
)


(11,593
)


Equity loss in other equity investments, net


(4,894
)


(3,023
)


(1,106
)Acquisition termination fee










5,000Foreign exchange gain (loss)


9,799



221



(388
)Other fees


6,842



4,885



2,950Total noninterest income


2,456



25,600



43,185Noninterest expense:Personnel


114,847



98,048



88,616Occupancy


23,988



21,209



16,189Data processing


9,980



9,173



9,890Furniture and equipment


9,049



8,644



7,100Professional fees and contracted services


9,897



7,369



9,855Deposit insurance


5,989



1,800



784Communication


3,655



3,074



1,071Core deposit intangible amortization


5,693



4,930



2,666Gain on extinguishment of subordinated debentures and borrowings










(360
)Other real estate owned


7,073



581



Other general and administrative


19,665



17,923



15,651Total noninterest expense


209,836



172,751



151,462Income (loss) before income taxes


(134,250
)


155,256



151,814Income tax benefit (expense)


66,511



(52,948
)


(50,937
)Net income (loss)


(67,739
)


102,308



100,877Dividends on preferred stock


(8,677
)






Net income (loss) available to common stockholders

$
(76,416
)

$
102,308


$
100,877Earnings per share:Basic

$
(0.70
)

$
1.00


$
1.07Diluted

$
(0.70
)

$
0.97


$
1.03Dividends declared per share

$
0.16


$
0.12


$
0.12    - 93 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND
    COMPREHENSIVE INCOME(Dollars
    in Thousands, Except Share and Per Share Amounts)  AdditionalPaid-In











AccumulatedCapital





Additional





Other


TotalPreferred Stock


Preferred


Common


Paid-In


Retained


Comprehensive


Stockholders


ComprehensiveSeries B


Series C


Stock


Stock


Capital


Earnings


Loss(1)


Equity


IncomeBalance at December 31, 2005

$
-


$
-


$
-


$
940


$
247,340


$
375,220


$
(19,986
)

$
603,514Net income


-



-



-



-



-



100,877



-



100,877


$
100,877Other comprehensive income, net of tax benefit of $813


-



-



-



-



-



-



(1,169
)


(1,169
)


(1,169
)Comprehensive income


-



-



-



-



-



-



-



-


$
99,708Stock options exercised, including related tax benefit


-



-



-



6



6,375



-



-



6,381Stock compensation charge


-



-



-



-



2,163



-



-



2,163Common stock dividend of $0.12 per share


-



-



-



-



-



(11,481
)


-



(11,481
)Shares issued in connection with acquisition of Summit Bank
    Corporation


-



-



-



48



85,738



-



-



85,786Balance at December 31, 2006


-



-



-



994



341,616



464,616



(21,155
)


786,071Net income


-



-



-



-



-



102,308



-



102,308


$
102,308Other comprehensive income, net of tax liability of $4,090


-



-



-



-



-



-



5,172



5,172



5,172Comprehensive income


-



-



-



-



-



-



-



-


$
107,480Stock options exercised, including related tax benefit


-



-



-



13



15,674



-



-



15,687Stock compensation charge


-



-



-



-



4,075



-



-



4,075Common stock dividend of $0.12 per share


-



-



-



-



-



(12,356
)


-



(12,356
)Shares issued in connection with acquisition of CAB Holding, LLC


-



-



-



37



66,109



-



-



66,146Balance at December 31, 2007


-



-



-



1,044



427,474



554,568



(15,983
)


967,103Net loss


-



-



-



-



-



(67,739
)


-



(67,739
)

$
(67,739
)Other comprehensive income, net of tax benefit of $3,598


-



-



-



-



-



-



(5,723
)


(5,723
)


(5,723
)Comprehensive income


-



-



-



-



-



-



-



-


$
(73,462
)Stock options exercised, including related tax benefit


-



-



-



7



3,034



-



-



3,041Stock compensation charge


-



-



-



-



6,488



-



-



6,488Stock issue to China Minsheng Banking Corp., Ltd.


-



-



-



115



121,736



-



-



121,851Issuance of series B preferred stock


1



-



130,278



-



-



-



-



130,279Issuance of series C preferred stock


-



3



267,020



-



-



-



-



267,023Issuance of common stock warrants


-



-



-



-



31,499



-



-



31,499Accretion of preferred stock


-



-



880



-



-



(880
)


-



-Conversion of preferred stock to common stock


-



-



(2,669
)


7



2,662



-



-



-Common stock dividend of $0.16 per share


-



-



-



-



-



(17,971
)


-



(17,971
)Preferred stock dividend


-



-



-



-



-



(7,796
)


-



(7,796
)Balance at December 31, 2008

$
1


$
3


$
395,509


$
1,173


$
592,893


$
460,182


$
(21,706
)

$
1,428,055     (1)
    
    Accumulated Other Comprehensive
    Loss arises solely from net unrealized losses on investment and
    mortgage-backed securities available for sale, presented net of
    tax.   - 94 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS(Dollars
    in Thousands)  Year Ended December 31,2008


2007


2006Cash flows from operating activities:Net income (loss)

$
(67,739
)

$
102,308


$
100,877Adjustments to reconcile net income to net cash provided by
    operating activities:Provision for loan losses


262,943



20,181



3,842Amortization of net deferred loan fees, purchase premiums and
    discounts


(14,233
)


(12,961
)


(9,061
)Amortization of net securities premiums and discounts


804



290



(847
)Federal Home Loan Bank stock dividend


(4,780
)


(3,391
)


(2,348
)Amortization of intangibles


9,241



8,147



5,341Depreciation and amortization of premises and equipment


11,085



10,730



8,995Gain on sale of loans originated in held in portfolio,
    securities, and other assets, net


(11,836
)


(11,023
)


(17,888
)Impairment on available for sale securities


43,133



11,593



Lower of cost or market adjustment on loans held for sale


1,428



32



(76
)Equity loss in other equity investments


4,894



2,988



1,106Stock compensation expense, net of tax benefit related to
    nonqualified stock option grants


1,589



3,453



1,876Excess tax benefit from stock option exercises


(1,585
)


(5,115
)


(2,007
)Gain on extinguishment of subordinated debentures and borrowings










(360
)Other, net


6,890



935



1,185Changes in operating assets and liabilities:Decrease in loans originated in held for sale


29,354



8,119



27,113Increase in accrued interest receivable


(9,724
)


(6,324
)


(9,459
)Decrease (increase) in other assets


(54,504
)


19,663



13,037Increase in accrued interest payable


3,720



1,763



4,450Decrease in other liabilities


(16,535
)


(40,463
)


(10,143
)Net cash provided by operating activities


194,145



110,925



115,633Cash flows from investing activities:Payment for purchase of Business Development Bank Ltd. net of
    cash acquired






(168,419
)


Net cash acquired from purchase of CAB Holding, LLC






33,647



Payment for purchase of Summit Bank Corporation, net of cash
    acquired






(734
)


(137,119
)Payment for purchase of Pacifica Bancorp, Inc., net of cash
    acquired










(116
)Payment for purchase of Asian American Bank &
    Trust Company, net of cash acquired










(322
)Purchase of securities purchased under agreements to resell






(200,000
)


(175,000
)Proceeds from maturity of securities purchased under agreements
    to resell






225,000



Investment and mortgage-backed securities, available for sale:Principal payments and maturities


179,877



1,468,224



708,525Purchases


(2,132,672
)


(2,197,811
)


(1,424,927
)Sales


1,358,202



1,225,153



96,777Called


3,500



112,980



20,000Investment and mortgage-backed securities, held to maturity:Principal payments and maturities


6,946



9,105



14,859Purchases


(47,806
)






(1,600
)Called


30,552



10,192



4,625Proceeds from redemption of Federal Home Loan Bank stock


18,733



14,730



19,098Purchase of Federal Home Loan Bank stock


(21,716
)


(28,230
)


(44,607
)Proceeds from redemption of Federal Reserve Bank stock






1,267



Funding of other equity investments


(11,431
)


(10,484
)


(3,303
)Proceeds from sale of other equity investment


187







2,000Proceeds from the sale of loans originated in held in portfolio


100,977



361,194



851,597Proceeds from the sale of real estate owned


12,416



648



Loans originated in held in portfolio funded and purchased, net
    of principal collections


(1,202,099
)


(1,762,293
)


(1,360,561
)Purchases of premises and other equipment


(12,473
)


(9,236
)


(9,502
)Other investing activities, net


(333
)


1,424



495Net cash used in investing activities


(1,717,140
)


(913,643
)


(1,439,081
)Cash flows from financing activities:Net (decrease) increase in demand deposits, NOW, money market
    and savings accounts


(633,035
)


116,551



188,410Net increase in time deposits


1,802,231



116,729



205,200Net increase (decrease) in short-term borrowings


(285,322
)


(284,081
)


502,439Proceeds from securities sold under agreements to repurchase


455,000



499,267



300,000Payments of securities sold under agreements to repurchase


(405,000
)


(250,867
)


Proceeds from issuance of subordinated debentures






166,238



77,321Proceeds from long-term borrowings


582,133



496,821



256,072Principal payments of long-term borrowings


(261,708
)


(70,411
)


(50,172
)Proceeds from issuance of preferred stock


428,801







Proceeds from stock option exercises


1,456



10,572



4,374Excess tax benefit from stock option exercises


1,585



5,115



2,007Proceeds from stock issued to China Minsheng Banking Corp.,
    Ltd.


121,851







Payment of cash dividend on preferred stock


(5,806
)






Payment of cash dividend on common stock


(16,411
)


(12,208
)


(10,849
)Net cash provided by financing activities


1,785,775



793,726



1,474,802Net increase (decrease) in cash and cash equivalents


262,780



(8,992
)


151,354Cash and cash equivalents at beginning of year


345,427



354,419



203,065Cash and cash equivalents at end of year

$
608,207


$
345,427


$
354,419See Note 31 for supplemental cash flow and noncash
    information.    - 95 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  Organization
    high-net-worth
  Principles
    of Consolidation
  Consolidation of Variable Interest Entities, an
    interpretation of ARB No. 51
  Reclassifications
    Use of
    Estimates and Valuations in Preparation of Financial
    Statements
   - 96 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Fair
    Values
  Fair Value
    Measurements
  Level 1:
  Level 2:
  Level 3:
  FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active
    Fair
    Values of Financial Assets and Liabilities.
  Cash
    and Cash Equivalents
   - 97 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  Securities
    Purchased Under Agreements to Resell
  10-year
  Investment
    and Mortgage-Backed Securities
          Other-Than-Temporary
    Impairments on Investment and Mortgage-Backed
    Securities
  and/or
  No. 99-20, EITF 99-20-1.
 - 98 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    No. EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue
    No. 99-20.
  Loans
    Held for Sale
      Loans
    Held in Portfolio
    Nonaccrual
    Loans
      Allowance
    for Loan Losses
  Loans Held in Portfolio and Allowance for Loan Losses
 - 99 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      Impaired
    and Restructured Loans
      loan-by-loan loan-by-loan
     - 100 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  Premises
    and Equipment
    Other
    Real Estate Owned
    Investments
    in Federal Home Loan Bank Stock and Federal Reserve Bank
    Stock
    Other
    Equity Investments
    Acquisitions
    of Certain Financial Institutions
    Goodwill
    and Core Deposit Intangibles
   - 101 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Transfers
    of Financial Assets and Mortgage Servicing Rights
    No. 99-20
    Securities
    Sold Under Agreements to Repurchase
   - 102 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Derivative
    Instruments and Hedging Activities
    and/or
    Income
    Taxes
  Accounting for Income Taxes
    Stock-Based
    Compensation
  Share-Based
    Payment Accounting for
    Stock-Based Compensation Transition Election
    Related to Accounting for the Tax Effects of Share-Based Payment
    Awards.
 - 103 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
        Earnings
    per Share
    Remeasurement
    of Foreign Currencies
    2.
    Recent
    Accounting Pronouncements  Disclosures
    by Public Entities (Enterprises) about Transfers of Financial
    Assets and Interests in Variable Interest Entities
  FAS 140-4 Disclosures by Public Entities
    (Enterprises) about Transfers of Financial Assets and Interests
    in Variable Interest Entities, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities Consolidation of Variable
    Interest Entities FAS 140-4 FAS 140-4
 - 104 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  FAS 140-4
  Determination
    of the Useful Life of Intangible Assets
  FAS 142-3, Determination of the Useful Life of Intangible Assets, Goodwill and Other Intangible
    Assets Business
    Combinations FAS 142-3 FAS 142-3
  Hierarchy
    of Generally Accepted Accounting Principles
  The
    Hierarchy of Generally Accepted Accounting Principles
  Disclosures
    about Derivative Instruments and Hedging
    Activities
  Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB No. 133
  Accounting
    for Noncontrolling Interests in Consolidated Financial
    Statements
  Noncontrolling Interests in
    Consolidated Financial Statements  an amendment of
    ARB No. 51
 - 105 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Accounting
    for Business Combinations
  Business Combinations Business Combinations purchase method
  3.
    Business
    Combinations  Business
    Development Bank Ltd.
      Cash and due from banks

$
42,052Loans held in portfolio, net


227,511Goodwill


135,337Other assets


4,804Total assets acquired


409,704Deposits


30,484Borrowings


161,064Other liabilities


7,685Total liabilities assumed


199,233Total allocation of purchase price

$
210,471  - 106 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  Goodwill
  CAB
    Holding, LLC
      Cash and due from banks

$
21,372Federal funds sold


78,700Investment and mortgage-backed securities available for sale


66,010Loans held in portfolio, net


167,838Premises and equipment


31,701Goodwill


63,565Core deposit intangibles


6,600Other assets


17,667Total assets acquired


453,453Deposits


311,669Other liabilities


9,213Total liabilities assumed


320,882Total allocation of purchase price

$
132,571   Goodwill
  Summit
    Bank Corporation
     - 107 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Cash and due from banks

$
18,595Investment and mortgage-backed securities available for sale


258,264Federal Home Loan Bank stock, Federal Reserve Bank stock and
    other equity investments


5,851Loans held in portfolio, net


466,104Accrued interest receivable


3,594Premises and equipment


16,875Goodwill


126,199Core deposit intangibles


16,900Other assets


22,100Total assets acquired


934,482Deposits


544,846Securities sold under agreements to repurchase


101,600Short-term borrowings


85,805Subordinated debentures


12,708Accrued interest payable


3,986Other liabilities


10,842Total liabilities assumed


759,787Total allocation of purchase price

$
174,695     4.
    Investment
    Agreement         - 108 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    90-day
  and/or
  5.
    Cash and
    Due from Banks    6.
    Securities
    Purchased Under Agreements to Resell    Average balance outstanding

$
150,000Maximum amount outstanding at any month end period


150,000Balance outstanding at end of period


150,000Weighted average interest rate during the period


4.06
%Weighted average interest rate at end of period


2.90
%Weighted average remaining term to maturity at end of period (in
    years)


8.17   offsetting of Amounts
    Related to Certain Repurchase and Reverse Repurchase
    Agreements - an interpretation of APB Opinion No. 10
    and a modification of FASB Interpretation No. 39
   - 109 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  7.
    Investment
    and Mortgage-Backed Securities    Gross


Gross





Less Than 12 Months


12 Months or More


TotalAmortized


Unrealized


Unrealized


Fair


Fair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription

Cost


Gains


Losses


Value


Value


Losses


Value


Losses


Value


LossesInvestment securities available for sale:Agency preferred stock

$
1,251


$
-


$
(869
)

$
382


$
382


$
(869
)

$
-


$
-


$
382


$
(869
)Collateralized debt obligations


15,343



461



(3,236
)


12,568



-



-



6,159



(3,236
)


6,159



(3,236
)U.S. Government sponsored enterprises notes


802,826



14,381



(1,726
)


815,481



98,274



(1,726
)


-



-



98,274



(1,726
)U.S. Government sponsored enterprises discount notes


197,106



1,694



-



198,800



-



-



-



-



-



-U.S. Treasury Bill


49,955



8



-



49,963



-



-



-



-



-



-Municipals


278,549



121



(26,371
)


252,299



141,101



(11,321
)


96,969



(15,050
)


238,070



(26,371
)Other


10,000



-



(2,984
)


7,016



-



-



7,016



(2,984
)


7,016



(2,984
)Total investment securities available for sale


1,355,030



16,665



(35,186
)


1,336,509



239,757



(13,916
)


110,144



(21,270
)


349,901



(35,186
)Mortgage-backed securities available for sale:FNMA


568,627



9,665



(328
)


577,964



45,945



(159
)


14,915



(169
)


60,860



(328
)GNMA


259,002



4,788



(197
)


263,593



18,758



(137
)


8,797



(60
)


27,555



(197
)FHLMC


325,132



4,206



(838
)


328,500



42,476



(371
)


18,880



(467
)


61,356



(838
)CMBS


329,975



-



(23,362
)


306,613



297,665



(10,606
)


8,948



(12,756
)


306,613



(23,362
)Other


160,983



230



(12,299
)


148,914



100,329



(6,329
)


38,739



(5,970
)


139,068



(12,299
)Total mortgage-backed securities available for sale


1,643,719



18,889



(37,024
)


1,625,584



505,173



(17,602
)


90,279



(19,422
)


595,452



(37,024
)Total investment and mortgage-backed securities available for
    sale


2,998,749



35,554



(72,210
)


2,962,093



744,930



(31,518
)


200,423



(40,692
)


945,353



(72,210
)Investment securities held to maturity:Municipal securities


182,386



3,958



(2,361
)


183,983



45,509



(2,140
)


1,515



(221
)


47,024



(2,361
)Mortgage-backed securities held to maturity:FNMA


51,521



975



-



52,496



-



-



-



-



-



-GNMA


47,567



1,177



-



48,744



-



-



-



-



-



-FHLMC


319



2



-



321



-



-



-



-



-



-Total mortgage-backed securities held to maturity


99,407



2,154



-



101,561



-



-



-



-



-



-Total investment and mortgage-backed securities held to maturity


281,793



6,112



(2,361
)


285,544



45,509



(2,140
)


1,515



(221
)


47,024



(2,361
)Total securities

$
3,280,542


$
41,666


$
(74,571
)

$
3,247,637


$
790,439


$
(33,658
)

$
201,938


$
(40,913
)

$
992,377


$
(74,571
)    - 110 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
               - 111 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
          Gross


Gross





Less Than 12 Months


12 Months or More


TotalAmortized


Unrealized


Unrealized


Fair


Fair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription

Cost


Gains


Losses


Value


Value


Losses


Value


Losses


Value


LossesInvestment securities available for sale:Agency preferred stock

$
23,466


$
-


$
(3,317
)

$
20,149


$
20,149


$
(3,317
)

$
-


$
-


$
20,149


$
(3,317
)Collateralized debt obligations


31,433



-



(2,702
)


28,731



12,364



(2,163
)


7,960



(539
)


20,324



(2,702
)U.S. Government sponsored enterprises notes


446,916



997



(686
)


447,227



174,453



(498
)


51,804



(188
)


226,257



(686
)Municipals


246,632



741



(2,964
)


244,409



160,048



(2,964
)


-



-



160,048



(2,964
)Other


10,000



-



(1,050
)


8,950



-



-



8,950



(1,050
)


8,950



(1,050
)Total investment securities available for sale


758,447



1,738



(10,719
)


749,466



367,014



(8,942
)


68,714



(1,777
)


435,728



(10,719
)Mortgage-backed securities available for sale:FNMA


559,979



1,409



(5,250
)


556,138



13,288



(30
)


291,258



(5,220
)


304,546



(5,250
)GNMA


77,478



25



(1,770
)


75,733



3,505



(84
)


71,735



(1,686
)


75,240



(1,770
)FHLMC


241,243



102



(5,471
)


235,874



699



(2
)


223,597



(5,469
)


224,296



(5,471
)CMBS


390,112



835



(5,499
)


385,448



20,753



(5,499
)


-



-



20,753



(5,499
)Other


188,006



148



(2,458
)


185,696



10,362



(379
)


139,808



(2,079
)


150,170



(2,458
)Total mortgage-backed securities available for sale


1,456,818



2,519



(20,448
)


1,438,889



48,607



(5,994
)


726,398



(14,454
)


775,005



(20,448
)Total investment and mortgage-backed securities available for
    sale


2,215,265



4,257



(31,167
)


2,188,355



415,621



(14,936
)


795,112



(16,231
)


1,210,733



(31,167
)Investment securities held to maturity:Municipal securities


212,647



6,016



(32
)


218,631



3,789



(28
)


417



(4
)


4,206



(32
)Mortgage-backed securities held to maturity:FNMA


4,090



-



(101
)


3,989



-



-



3,989



(101
)


3,989



(101
)GNMA


54,326



-



(1,071
)


53,255



16,156



(216
)


37,098



(855
)


53,254



(1,071
)FHLMC


422



-



(11
)


411



-



-



411



(11
)


411



(11
)Total mortgage-backed securities held to maturity


58,838



-



(1,183
)


57,655



16,156



(216
)


41,498



(967
)


57,654



(1,183
)Total investment and mortgage-backed securities held to maturity


271,485



6,016



(1,215
)


276,286



19,945



(244
)


41,915



(971
)


61,860



(1,215
)Total securities

$
2,486,750


$
10,273


$
(32,382
)

$
2,464,641


$
435,566


$
(15,180
)

$
837,027


$
(17,202
)

$
1,272,593


$
(32,382
)  - 112 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      Amortized Cost


Fair ValueAfter 1


After 5











After 1


After 5Year


Years











Year


YearsWithin


Through


Through


After





Within


Through


Through


AfterDescription

1 Year


5 Years


10 Years


10 Years


Total


1 Year


5 Years


10 Years


10 Years


TotalInvestment securities available for sale:Agency preferred stock

$
-


$
-


$
-


$
1,251


$
1,251


$
-


$
-


$
-


$
382


$
382Collateralized debt obligations


-











15,343



15,343



-



-



-



12,568



12,568U.S. Government sponsored enterprises notes


197,106



73,022



704,804



25,000



999,932



198,800



74,232



715,824



25,425



1,014,281U.S. Treasury Bill


49,955











-



49,955



49,963



-



-



-



49,963Municipals


-



412



2,757



275,380



278,549



-



418



2,809



249,072



252,299Other


-



-



10,000



-



10,000



-



-



7,016



-



7,016Total investment securities available for sale


247,061



73,434



717,561



316,974



1,355,030



248,763



74,650



725,649



287,447



1,336,509Mortgage-backed securities available for sale:FNMA


-



6,419



161,241



400,967



568,627



-



6,488



162,784



408,692



577,964GNMA


-



-



-



259,002



259,002



-



-



-



263,593



263,593FHLMC


-



-



28,665



296,467



325,132



-



-



29,165



299,335



328,500CMBS


-



-



-



329,975



329,975



-



-



-



306,613



306,613Other


-



-



46,299



114,684



160,983



-



-



44,996



103,918



148,914Total mortgage-backed securities available for sale


-



6,419



236,205



1,401,095



1,643,719



-



6,488



236,945



1,382,151



1,625,584Total investment and mortgage-backed securities available for
    sale


247,061



79,853



953,766



1,718,069



2,998,749



248,763



81,138



962,594



1,669,598



2,962,093Investment securities held to maturity:Municipal securities


-



-



11,328



171,058



182,386



-



-



11,541



172,442



183,983Mortgage-backed securities held to maturity:FNMA


-



-



1,079



50,442



51,521



-



-



1,087



51,409



52,496GNMA


-



-



-



47,567



47,567



-



-



-



48,744



48,744FHLMC


-



-



-



319



319



-



-



-



321



321Total mortgage-backed securities held to maturity


-



-



1,079



98,328



99,407



-



-



1,087



100,474



101,561Total investment and mortgage-backed securities held to maturity


-



-



12,407



269,386



281,793



-



-



12,628



272,916



285,544Total securities

$
247,061


$
79,853


$
966,173


$
1,987,455


$
3,280,542


$
248,763


$
81,138


$
975,222


$
1,942,514


$
3,247,637      - 113 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      8.
    Securitization
    Activities      2008


2007Secured by real estate - nonresidential

$
-


$
402,441Secured by real estate - multifamily


161,810



176,890Residential mortgage (one-to-four family)


92,678



-Total

$
254,488


$
579,331          - 114 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Commercial Real Estate Loans2008


2007Residual

$
4,165


$
9,547Weighted average life (in years)


3.33



3.91Weighted average discount rate (bond equivalent yield)


80.00
%


30.00
%Impact on fair value of 10% adverse change

$
(350
)

$
(564
)Impact on fair value of 20% adverse change


(646
)


(1,085
)Weighted average credit losses (rate per annum)


3.00
%


1.00
%Impact on fair value of 10% adverse change

$
(151
)

$
(56
)Impact on fair value of 20% adverse change


(302
)


(153
)Prepayment speed assumptions


43.49
%


39.04
%Impact on fair value of 10% adverse change

$
(235
)

$
(60
)Impact on fair value of 20% adverse change


(676
)


(102
)     9.
    Federal
    Home Loan Bank Stock and Other Equity Investments    2008


2007Federal Home Loan Bank stock

$
93,488


$
85,725Other equity investments


55,842



53,152FHLB stock and other equity investments

$
149,330


$
138,877        - 115 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  10.
    Loans
    Held for Sale    2008


2007Commercial:Secured by real estate - nonresidential

$
-


$
175,101Business


-



1,109Total commercial loans


-



176,210Consumer:Residential mortgage (one-to-four family)


-



927Loans held for
    sale(1)

$
-


$
177,137     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of $322,000
    at December 31, 2007.    11. Loans Held in Portfolio and Allowance for Loan
    Losses
    2008


2007Commercial:Secured by real estate - nonresidential

$
2,582,813


$
2,317,501Secured by real estate - multifamily


1,114,275



1,186,177Business


2,406,773



2,076,597Construction


1,984,849



1,666,550Total commercial loans


8,088,710



7,246,825Consumer:Residential mortgage (one-to-four family)


493,023



518,674Other(1)


88,954



66,651Total consumer loans


581,977



585,325Loans held in
    portfolio(2)


8,670,687



7,832,150Allowance for loan losses


(230,439
)


(80,584
)Net loans held in portfolio

$
8,440,248


$
7,751,566    (1)
    
    Amount includes deposit overdrafts
    of $2.3 million and $6.7 million at December 31,
    2008 and 2007, respectively.(2)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $11.4 million and $17.9 million at December 31,
    2008 and 2007, respectively.   - 116 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      2008


2007Adjustable-rate loans

$
5,838,890


$
5,000,318Hybrid loans


1,302,623



1,280,340Fixed-rate loans


1,540,622



1,569,427Loans held in
    portfolio(1)

$
8,682,135


$
7,850,085    (1)
    
    Amounts do not reflect net
    unamortized deferred loan fees, purchase premiums and discounts
    of $11.4 million and $17.9 million at
    December 31, 2008 and 2007, respectively.      2008


2007Total nonaccrual loans from loans held in portfolio

$
503,085


$
53,185Accruing loans contractually past due 90 days or more


26,435



33,381Troubled debt restructurings


58,035



10,712Other real estate owned


27,688



3,844        2008


2007


2006Impaired loans with a valuation allowance

$
345,682


$
32,355


$
6,897Impaired loans without a valuation allowance


265,643



50,803



5,094Total impaired loans

$
611,325


$
83,158


$
11,991Allowance for impaired loans under SFAS No. 114

$
120,491


$
7,851


$
1,383Gross interest income recognized on impaired loans during the
    year

$
1,737


$
139


$
80Gross interest income not recognized on nonaccrual loans

$
19,634


$
1,877


$
676    - 117 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2008


2007


2006Balance at beginning of year:Allowance for loan losses

$
80,584


$
62,015


$
64,542Allowance for losses - unfunded commitments


4,793



6,833



3,402Total allowance for losses at beginning of the year


85,377



68,848



67,944Provision for losses


262,943



20,181



3,842Loans charged off


(114,025
)


(10,677
)


(10,694
)Recoveries of loans previously charged off


792



1,418



477Adjustment - acquired through business combinations


-



5,607



7,279Total allowance for losses at end of year

$
235,087


$
85,377


$
68,848Allowance for loan losses

$
230,439


$
80,584


$
62,015Reserve for unfunded commitments


4,648



4,793



6,833Total allowance for losses and reserve for unfunded commitments
    at end of year

$
235,087


$
85,377


$
68,848   12  Premises
    and Equipment
    2008


2007Buildings

$
125,749


$
121,799Land


39,777



39,777Leasehold improvements


23,578



25,959Computer software


16,475



12,502Equipment, furniture and fixtures


28,139



37,582Gross premises and equipment


233,718



237,619Accumulated depreciation and amortization


(87,840
)


(92,989
)Premises and equipment, net

$
145,878


$
144,630       2009

$
4,4392010


3,1292011


2,8432012


2,0172013


1,0952014 and thereafter


962Total

$
14,485  - 118 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  13.
    Goodwill        Discounted Cash Flow Approach
     - 119 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Implied Fair Value Methodology
  write-up
     - 120 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2008


2007


2006Balance at beginning of year

$
436,606


$
226,780


$
106,648Business Development Bank Ltd. acquisition


-



135,337



-Business Development Bank Ltd. acquisition purchase price
    adjustment


(1,031
)


-



-CAB Holding, LLC acquisition


-



74,595



-CAB Holding, LLC acquisition purchase price adjustment


1,117



-



-Summit Bank Corporation acquisition


-



-



126,199Summit Bank Corporation acquisition purchase price adjustment


(669
)


4,261



-Pacifica Bancorp, Inc. acquisition purchase price adjustment


-



1,211



(1,913
)Asian American Bank & Trust Company acquisition
    purchase price adjustment


-



1,555



(2,098
)First Continental Bank acquisition purchase price adjustment


-



(40
)


-Bank of Canton of California acquisition purchase price
    adjustment


(3,993
)


(7,093
)


(2,056
)Balance at end of year

$
432,030


$
436,606


$
226,780     14.
    Core
    Deposit Intangibles    2008


2007Core deposit intangibles, gross

$
33,311


$
34,050Accumulated amortization


(16,479
)


(11,524
)Core deposit intangibles, net

$
16,832


$
22,526     2008


2007


2006Balance at beginning of period

$
22,526


$
28,325


$
14,981Business Development Bank Ltd. acquisition


-



330



-CAB Holding, LLC acquisition


-



6,600



-Summit Bank Corporation acquisition


-



-



16,900Summit Bank Corporation acquisition adjustment


-



(7,800
)


-Pacifica Bancorp, Inc. acquisition adjustment


-



-



(740
)Asian American Bank & Trust Company acquisition
    adjustment


-



-



(150
)Amortization


(4,955
)


(4,566
)


(2,342
)Impairment write-downs


(739
)


(363
)


(324
)Balance at end of period

$
16,832


$
22,526


$
28,325  - 121 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2009

$
4,1612010


3,8912011


3,7262012


2,9872013


1,6002014 and thereafter


467Total

$
16,832   15.
    Mortgage
    Servicing Rights    2008


2007Mortgage servicing rights, gross

$
24,814


$
23,061Accumulated amortization


(13,826
)


(10,278
)Mortgage servicing rights, net

$
10,988


$
12,783     2008


2007


2006Balance at beginning of period

$
12,783


$
13,273


$
10,642Addition/Capitalization


2,401



3,249



6,812Amortization


(3,547
)


(3,581
)


(2,999
)Impairment


(649
)


(158
)


(1,182
)Balance at end of period

$
10,988


$
12,783


$
13,273       2009

$
3,2952010


2,0032011


1,3342012


1,0292013


6992014 and thereafter


2,628Total

$
10,988    - 122 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      2008


2007Fair value of mortgage servicing rights

$
12,561


$
17,070Expected weighted-average life (in years)


3.12



4.14Range of prepayment speed assumptions (annual CPR)


12%-30
%


12%-27
%Discount rate assumption


13.87
%


13.11
%Decrease in fair value from 10% adverse CPR change


(551
)

$
(722
)Decrease in fair value from 20% adverse CPR change


(1,060
)

$
(1,343
)Decrease in fair value from 100 basis point adverse
    discount rate change


(282
)

$
(402
)Decrease in fair value from 200 basis point adverse
    discount rate change


(551
)

$
(786
)     16.
    Deposits    2008


2007NOW, checking and money market accounts

$
1,979,279


$
2,417,630Savings accounts


791,982



986,664Time deposits:Less than $100,000


3,313,534



1,423,935$100,000 or greater


2,882,653



2,953,011Total time deposits


6,196,187



4,376,946Total deposits

$
8,967,448


$
7,781,240       2008


2007Noninterest bearing deposits

$
22,381


$
20,902Interest bearing deposits


916,473



1,128,685Total deposits

$
938,854


$
1,149,587  - 123 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2009

$
5,646,9132010


469,8462011


76,7772012


1,4232013


7662014 and thereafter


462Total

$
6,196,187     2008


2007


2006NOW, checking and money market accounts

$
29,952


$
51,535


$
41,282Savings accounts


5,223



7,117



9,527Time deposits


197,220



218,207



159,844Less penalties for early withdrawal


(1,038
)


(528
)


(594
)Total

$
231,357


$
276,331


$
210,059   17.
    Borrowings  Securities
    Sold Under Agreements to Repurchase
    2008


2007


2006Average balance outstanding

$
730,574


$
400,615


$
162,124Maximum amount outstanding at any month end period


850,000



650,000



401,600Balance outstanding at end of period


700,000



650,000



401,600Weighted average interest rate during the period


3.85
%


4.21
%


3.56
%Weighted average interest rate at end of period


3.74
%


4.04
%


3.71
%Weighted average remaining term to maturity at end of period (in
    years)


7.70



8.63



6.10    - 124 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  Long-Term
    and Short-Term Borrowings
    2008


2007


2006Short-term borrowings:Federal Home Loan Bank advances and other short-term borrowings:Average balance outstanding

$
598,387


$
299,713


$
224,234Maximum amount outstanding at any month end period


806,815



637,787



654,636Balance outstanding at end of period


335,225



414,532



654,636Weighted average interest rate during the period


2.94
%


5.15
%


4.52
%Weighted average interest rate at end of period


3.39
%


4.05
%


5.21
%Weighted average remaining term to maturity at end of period (in
    years)


0.5



0.1



-Federal funds purchased:Balance outstanding at end of period

$
-


$
78,000


$
-Long-term borrowings:Federal Home Loan Bank advances and other long-term borrowings:Average balance outstanding

$
1,423,742


$
1,113,881


$
683,978Maximum amount outstanding at any month end period


1,547,668



1,372,190



906,651Balance outstanding at end of period


1,546,335



1,372,190



906,651Weighted average interest rate during the period


4.34
%


4.69
%


4.89
%Weighted average interest rate at end of period


4.11
%


4.57
%


4.72
%Weighted average remaining term to maturity at end of period (in
    years)


4.4



5.2



5.4         - 125 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  2009

$
500,0002010


250,0002011


50,0002012


-2013


-Total

$
800,000   Accounting for
    Transfers and Servicing of Financial Assets and Extinguishment
    of Liabilities
    2009

$
593,7982010


425,1352011


56,7042012


1192013


175,1262014 and thereafter


630,678Total

$
1,881,560     18.
    Subordinated
    Debentures       - 126 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
          3-month
    3-month
   - 127 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2008


2007Capital


Debenture


Capital


Debenture


Earliest


Stated


Annualized

Current


Rate


PayableIssuance


Securities


Principal


Securities


Principal


Redemption


Maturity


Coupon

Interest


Change


DistributionDescription

Date


Amount


Balance


Amount


Balance


Date


Date


Rate

Rate


Date


DatesUCBH Capital Trust I


11/28/01



6,000



6,186



6,000



6,186



12/8/06



12/8/31


6-month
    LIBOR +
    3.80%


6.07
%


12/8/08



6/8, 12/8UCBH Holdings Statutory Trust I


3/26/02



10,000



10,310



10,000



10,310



3/26/07



3/26/32


3-month
    LIBOR +
    3.60%


5.07
%


12/26/08



3/26, 6/26,
    9/26, 12/26UCBH Holdings Statutory Trust II


9/26/02



25,000



25,774



25,000



25,774



9/26/07



9/26/32


3-month
    LIBOR +
    3.40%


4.87
%


12/26/08



3/26, 6/26,
    9/26, 12/26UCBH Capital Trust II


10/15/02



20,000



20,619



20,000



20,619



11/7/07



11/7/32


3-month
    LIBOR +
    3.45%


5.96
%


11/7/08



2/7, 5/7,
    8/7, 11/7UCBH Capital Trust III


10/15/02



18,000



18,557



18,000



18,557



11/7/07



11/7/32


3-month
    LIBOR +
    3.66%


6.17
%


11/7/08



2/7, 5/7,
    8/7, 11/7UCBH Capital Trust IV


10/29/02



27,000



27,836



27,000



27,836



11/7/07



11/7/32


3-month
    LIBOR +
    3.45%


5.60
%


11/7/08



2/7, 5/7,
    8/7, 11/7UCBH Capital Trust V


9/22/05



40,000



41,238



40,000



41,238



11/23/10



11/23/35


5.82% until
    11/23/10,
    3-month
    LIBOR +
    1.38%
    thereafter


5.82
%


N/A



2/23, 5/23,
    8/23, 11/23UCBH Capital Trust VI


12/28/06



25,000



25,774



25,000



25,774



1/30/12



1/30/37


6.73% until
    1/28/12,
    3-month
    LIBOR +
    1.65%
    thereafter


6.73
%


N/A



1/30, 4/30,
    7/30, 10/30UCBH Capital Trust VII


12/15/06



50,000



51,547



50,000



51,547



12/15/11



12/15/36


6.51% until
    12/15/11,
    3-month LIBOR +
    1.67%
    thereafter


6.51
%


N/A



3/15, 6/15,
    9/15, 12/15Summit Bank Corporation Capital Trust I


9/30/03



12,318



12,380



12,318



12,536



9/30/08



9/30/33


8.46% until
    9/30/08,
    3-month
    LIBOR +
    3.10%
    thereafter


4.57
%


9/30/08



3/30, 6/30,
    9/30, 12/30UCBH Capital Trust VIII


4/30/07



40,000



41,238



40,000



41,238



7/1/12



7/1/37


6.59% until
    7/1/12,
    3-month
    LIBOR +
    1.52% 
    thereafter


6.59
%


N/A



1/1, 4/1,
    7/1, 10/1Total trust balance





$
273,318


$
281,459


$
273,318


$
281,615UCB Subordinated Debt, PRESTL XXVI


6/21/07







50,000







50,000



6/21/12



9/15/22


3-month
    LIBOR +
    1.34%


3.34
%


12/15/08



3/15, 6/15,
    9/15, 12/15UCB Subordinated Debt (US Bank)


9/28/07







75,000







75,000



N/A



9/30/17


3-month
    LIBOR +
    1.50%


3.00
%


12/31/08



3/31, 6/30,
    9/30, 12/31Total subordinated debt









$
406,459






$
406,615    - 128 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      19.
    8.5%
    Non-Cumulative Perpetual Convertible Series B Preferred
    Stock          Form 10-K,
  Accounting for
    Certain Financial Instruments with Characteristics of both
    Liabilities and Equity
  20.
    Fixed
    Rate Cumulative Preferred Stock, Series C     - 129 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
                 - 130 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    21.
    Stockholders
    Equity    Series B


Series CPreferred Stock


Preferred Stock


Common StockShares issued and outstanding at December 31, 2005


-



-



94,037,878Stock options exercised


-



-



585,442Shares issued in connection with acquisition of Summit Bank
    Corporation


-



-



4,824,861Shares issued and outstanding at December 31, 2006


-



-



99,448,181Stock options exercised


-



-



1,238,227Shares issued in connection with acquisition of CAB Holding, LLC


-



-



3,711,580Shares issued and outstanding at December 31, 2007


-



-



104,397,988Stock options exercised


-



-



689,574Stock issued to China Minsheng Banking Corp., Ltd.


-



-



11,545,986Issuance of series B preferred stock


135,000



-



-Issuance of series C preferred stock


-



298,737



-Conversion of preferred stock to common stock


(2,765
)


-



652,891Shares issued and outstanding at December 31, 2008


132,235



298,737



117,286,439     22.
    Minimum
    Regulatory Capital Requirements     - 131 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      To Be Well CapitalizedFor Capital


Under Prompt CorrectiveActual


Adequacy Purposes


Action ProvisionsAmount


Ratio


Amount


Ratio


Amount


RatioAs of December 31, 2008(1)Total capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
1,524,389



15.29
%

$
797,696



8.00
%


N/A



N/AUnited Commercial Bank


1,417,013



14.24



796,175



8.00


$
995,219



10.00%Tier 1 capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
1,273,386



12.77
%

$
398,848



4.00
%


N/A



N/AUnited Commercial Bank


1,166,244



11.72



398,088



4.00


$
597,132



6.00%Tier 1 capital to average assets:UCBH Holdings, Inc. and subsidiaries

$
1,273,386



9.89
%

$
515,239



4.00
%


N/A



N/AUnited Commercial Bank


1,166,244



9.06



514,765



4.00


$
643,546



5.00%As of December 31, 2007(1)Total capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
1,007,579



10.76
%

$
749,233



8.00
%


N/A



N/AUnited Commercial Bank


1,009,671



10.80



748,026



8.00


$
935,032



10.00%Tier 1 capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
797,111



8.51
%

$
374,617



4.00
%


N/A



N/AUnited Commercial Bank


799,203



8.55



374,013



4.00


$
561,019



6.00%Tier 1 capital to average assets:UCBH Holdings, Inc. and subsidiaries

$
797,111



7.39
%

$
431,179



4.00
%


N/A



N/AUnited Commercial Bank


799,203



7.42



430,792



4.00


$
538,490



5.00%     (1)
    
    Amounts reflect the effects of the
    acquisitions of CAB Holding, LLC at May 23, 2007, and
    Business Development Bank Ltd. at December 11, 2007. - 132 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
     Tier 1 Capital


Risk-Based CapitalUCBH





UCBHHoldings, Inc.


United


Holdings, Inc.


Unitedand


Commercial


and


CommercialSubsidiaries


Bank


Subsidiaries


BankAs of December 31, 2008:GAAP capital

$
1,428,055


$
1,593,913


$
1,428,055


$
1,593,913Nonallowable components:Unrealized losses on securities available for sale


21,193



21,193



21,193



21,193Goodwill and other disallowed intangibles


(448,862
)


(448,862
)


(448,862
)


(448,862
)Mortgage servicing rights - excess


-



-



-



-Additional capital components:Qualifying trust preferred securities


273,000



-



273,000



-Qualifying subordinated debt


-



-



125,000



125,000Allowance for loan losses - limited to 1.25% of risk-based
    assets


-



-



126,003



125,769Regulatory capital

$
1,273,386


$
1,166,244


$
1,524,389


$
1,417,013As of December 31, 2007:GAAP capital

$
967,103


$
1,242,351


$
967,103


$
1,242,351Nonallowable components:Unrealized losses on securities available for sale


15,983



15,983



15,983



15,983Goodwill and other disallowed intangibles


(459,131
)


(459,131
)


(459,131
)


(459,131
)Mortgage servicing rights - excess


-



-



-



-Additional capital components:Qualifying trust preferred securities


273,156



-



273,156



-Qualifying subordinated debt


-



-



125,000



125,000Allowance for loan losses - limited to 1.25% of risk-based
    assets


-



-



85,468



85,468Regulatory capital

$
797,111


$
799,203


$
1,007,579


$
1,009,671      - 133 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  23.
    Earnings
    Per Share    Income (Loss)


Shares


Per Share(Numerator)


(Denominator)


AmountYear ended December 31, 2008:Net income (loss) - basic

$
(67,739
)


109,700,953Preferred stock dividends
    (1)


(8,677
)


-Net loss available to common stockholders


(76,416
)


109,700,953


$
(0.70
)Effect of stock options


-



-Effect of convertible preferred stock


-



-Net income (loss) - diluted

$
(76,416
)


109,700,953


$
(0.70
)Year ended December 31, 2007:Net income - basic

$
102,308



102,372,008


$
1.00Effect of stock options


-



2,978,694Net income - diluted

$
102,308



105,350,702


$
0.97Year ended December 31, 2006:Net income - basic

$
100,877



94,457,063


$
1.07Effect of stock options


-



3,571,914Net income - diluted

$
100,877



98,028,977


$
1.03     (1)
    
    Includes accretion of Series C
    Preferred Stock of $880,000.      24.
    Employee
    Benefit Plans  Stock
    Option Plan
   - 134 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Share-Based Payment.
        2008


2007


2006Dividend yield


1.54
%


0.58
%


0.61
%Volatility


32.90
%


29.21
%


29.88
%Risk-free interest rate


3.44
%


4.76
%


4.72
%Expected lives (years)


8.51



7.87



7.47    - 135 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      WeightedWeighted


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Term


ValueOptions outstanding at December 31, 2005


14,436,020


$
12.23



6.67


$
81,522Granted


1,153,000



17.77Exercised


(585,442
)


7.48Expired


(121,500
)


18.16Forfeited


(47,683
)


18.66Options outstanding at December 31, 2006


14,834,395


$
12.78



5.82


$
70,878Granted


754,400



17.49Exercised


(1,238,227
)


8.63Expired


(212,930
)


18.18Forfeited


(241,700
)


20.95Options outstanding at December 31, 2007


13,895,938


$
13.18



5.38


$
47,713Granted


2,099,000



10.79Exercised


(689,574
)


2.11Expired


(451,803
)


16.53Forfeited


(166,263
)


14.35Options outstanding at December 31, 2008


14,687,298


$
13.24



5.21


$
6,868Options exercisable:December 31, 2008


12,022,400


$
13.42



4.38


$
5,532December 31, 2007


12,588,178



12.73



5.02



47,713December 31, 2006


13,691,898



12.37



5.53



71,049         WeightedAverage Fair


Total IntrinsicValue of


Value of


Total FairOptions


Options


Value ofGranted


Exercised


Vested OptionsYear Ended December 31, 2008

$
4.27


$
4,604


$
4,055Year Ended December 31, 2007


7.23



12,591



2,710Year Ended December 31, 2006


7.21



6,204



290  - 136 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Weighted


Weighted





WeightedAverage


Average





AverageOptions


Exercise


Remaining


Options


ExerciseExercise Price

Outstanding


Price


Life


Exercisable


Price$1.88-$1.99


516,664


$
1.88



0.29



516,664


$
1.88$2.00-$5.99


565,996



3.78



8.00



116,496



2.93$6.00-$6.99


3,462,962



6.15



2.43



3,408,462



6.15$7.00-$8.99


340,608



7.18



4.58



256,608



7.20$9.00-$10.99


518,334



10.11



3.85



518,334



10.11$11.00-$12.99


1,666,633



13.13



8.39



279,633



12.47$13.00-$15.99


312,164



15.09



5.47



283,665



15.03$16.00-$18.09


1,940,103



17.32



7.06



1,335,435



17.25$18.10-$19.99


4,812,634



18.83



5.61



4,755,903



18.83$20.00-$21.99


551,200



21.05



6.06



551,200



21.05Total/Average


14,687,298


$
13.24



5.21



12,022,400


$
13.42   United
    Commercial Bank Savings Plus Plan
  5-year
   - 137 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  25.
    Federal
    and State Taxes on Income    2008


2007


2006Current tax expense (benefit):Federal

$
(19,234
)

$
41,042


$
47,264State


(451
)


9,101



4,188Foreign


2,475



1,148



550Total current tax expense (benefit)


(17,210
)


51,291



52,002Deferred tax expense (benefit):Federal


(32,176
)


2,086



(981
)State


(16,847
)


(383
)


(84
)Foreign


(278
)


(46
)


-Total deferred tax expense (benefit)


(49,301
)


1,657



(1,065
)Income tax expense (benefit)

$
(66,511
)

$
52,948


$
50,937     2008


2007Deferred tax assets:Loan and OREO loss allowances

$
53,157


$
25,293Market value adjustments on certain securities


19,753



4,892Unrealized losses on available for sale securities


13,297



9,825State taxes


11,682



2,052Compensation and benefits


5,580



4,021Fixed asset basis differences


4,383



967Net operating loss carryforwards


537



1,193Other


4,650



2,262Total deferred tax assets


113,039



50,505Deferred tax liabilities:Deferred loan fees


(18,063
)


(8,564
)FHLB dividends


(5,902
)


(5,685
)Purchase accounting adjustments


(27,615
)


(28,134
)Other


(5,198
)


(5,298
)Total deferred tax liabilities


(56,778
)


(47,681
)Net deferred tax assets

$
56,261


$
2,824    - 138 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2008


2007Net deferred assets (liabilities):Federal income tax

$
39,617


$
3,969State income and franchise tax


16,644



(1,145
)Net deferred tax assets

$
56,261


$
2,824     2008


20072008

$
-


$
7902009


53



532010


276



6452011


94



942012


-



-2013


118



1182027


-



551Total

$
541


$
2,251     2029

$
5,936Total

$
5,936       2008


2007


2006Statutory federal rate


35.0
%


35.0
%


35.0
%State taxes net of federal effect


8.4
%


3.6
%


1.7
%Foreign currency remeasurement


1.0
%


0.0
%


0.0
%Low income housing credits


3.1
%


(2.1
)%


(1.3
)%Stock based compensation


(0.7
)%


0.6
%


0.1
%Nondeductible/nontaxable items


0.9
%


(0.1
)%


0.1
%Tax exempt income


4.9
%


(2.6
)%


(2.1
)%Other


(3.1
)%


(0.3
)%


0.1
%49.5
%


34.1
%


33.6
%  - 139 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2008


2007Balance at beginning of year

$
3,385


$
2,226Additions based on tax positions related to the current yearIncrease to the Reserve for California tax exposure


4,017



1,715Increase for Reserve for Purchase Accounting exposure


2,642



88Reductions for tax positions of prior years:Lapse of applicable statute of limitations


(90
)


(40
)Federal Tax impact of state tax reserves


(1,603
)


(604
)Balance at end of year

$
8,351


$
3,385         26.
    Concentration
    of Credit Risk     - 140 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    27.
    Related
    Party Transactions    28.
    Derivative
    Financial Instruments and Financial Instruments with
    Off-Balance-Sheet Risk        2008


2007Commitments to extend credit:Consumer (including residential mortgage)

$
137,617


$
101,978Commercial (excluding construction)


1,359,196



1,488,733Construction


692,531



1,101,515Letters of credit and acceptances


243,679



183,792Foreign exchange contracts receivable
    (1)


(550,405
)


(806,310
)Foreign exchange contracts payable
    (1)


550,405



806,380Put options to buy
    (1)


5,405



7,600Put options to sell
    (1)


(5,405
)


(7,600
)Interest rate floor contract
    (1)


25,000



25,000Unfunded investment commitments


3,326



6,996Other


3,083



1,928Total

$
2,464,432


$
2,910,012     (1)
    
    Notional amounts. - 141 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
   Commitments
  case-by-case
           - 142 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  29.
    Commitments
    and Contingent Liabilities  Lease
    Commitments
    2009

$
11,2142010


10,9902011


9,1312012


7,6212013


6,4112014 and thereafter


15,132Total

$
60,499     Contingent
    Liabilities
    30.
    Fair
    Value of Financial Instruments  Disclosures about Fair Value of
    Financial Instrument point-in-time
 - 143 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2008


2007Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair ValueFinancial assets:Cash and due from banks

$
578,207


$
578,207


$
319,399


$
319,399Federal funds sold


30,000



30,000



26,028



26,028Securities purchased under agreements to resell


150,000



150,479



150,000



164,884Investments and mortgage-backed securities available for sale


2,962,093



2,962,093



2,188,355



2,188,355Investments and mortgage-backed securities held to maturity


281,793



285,544



271,485



276,286Federal Home Loan Bank stock and other equity investments


149,330



149,016



138,877



139,566Loans held for sale, net


-



-



177,137



179,236Loans held in portfolio, net


8,440,248



7,595,513



7,832,150



7,838,420Accrued interest receivable


70,835



70,835



61,111



61,111Mortgage servicing rights, net


10,988



12,561



12,783



17,124Customers liability on acceptances


22,772



22,772



35,368



35,368Financial liabilities:Noninterest bearing deposits


784,583



784,583



860,338



860,338Interest bearing deposits


8,182,865



8,193,909



6,920,902



6,930,105Securities sold under agreements to repurchase


700,000



766,629



650,000



661,411Short-term borrowings and federal funds purchased


335,225



337,332



492,532



492,532Subordinated debentures


406,459



304,733



406,615



397,715Long-term borrowings


1,546,335



1,598,797



1,372,190



1,400,507Accrued interest payable


31,889



31,889



28,169



28,169Acceptances outstanding


22,772



22,772



35,368



35,368Other liabilities


5,773



5,773



10,986



10,986Derivatives:Foreign exchange contracts receivable


1,056



1,056



3,044



3,044Foreign exchange contracts payable


(3,012
)


(3,012
)


(2,523
)


(2,523
)Put option to buy


9



9



332



332Put option to sell


(9
)


(9
)


(332
)


(332
)Interest rate floor contract


1,213



1,213



382



382   The following methods and assumptions were used to estimate
    the fair value of each class of financial instruments for which
    it is practicable to estimate that value:
  Cash
    and Due from Banks and Federal Funds Sold
    Securities
    Purchased Under Agreements to Resell
   - 144 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Investment
    and Mortgage-Backed Securities
  Fair Values of Financial Assets and
    Liabilities,
  Federal
    Home Loan Bank Stock and Other Equity Investments
    Loans
    Held for Sale
    Loans
    Held in Portfolio
    Fair Values of Financial Assets and
    Liabilities
  Accrued
    Interest Receivable
    Mortgage
    Servicing Rights
  Fair Value of Financial Assets and Liabilities,
 - 145 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  Deposits
    Securities
    Sold Under Agreements to Repurchase
    Federal
    Home Loan Bank Advances and Other Short and Long Term
    Borrowings
    Subordinated
    Debentures
    Accrued
    Interest Payable
    Other
    Assets and Liabilities
    Derivative
    Instruments
    Commitments
    to Extend Credit, Letters of Credit, Commitments to Purchase
    Loans, Securities Sold but not Owned, and Options on Interest
    Rate Futures
   - 146 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  31.
    Supplemental
    Cash Flow Information    2008


2007


2006Cash paid during the period for:Interest

$
357,566


$
376,610


$
262,645Income taxes


3,514



59,096



56,618Noncash investing and financing activities:Stock warrants acquired with issuance of commercial loans

$
-


$
-


$
(129
)Common stock issued for:Acquisition of CAB Holding, LLC


-



66,146



-Acquisition of Summit Bank Corporation


-



-



85,786Acquisition of Business Development Bank Ltd.:Fair value of assets acquired


-



274,031



-Fair value of liabilities assumed


-



196,426



-Acquisition of CAB Holding, LLC:Fair value of assets acquired


-



453,453



-Fair value of liabilities assumed


-



320,882



-Acquisition of Summit Bank Corporation:Fair value of assets acquired


-



-



934,482Fair value of liabilities assumed


-



-



759,787Transfer of loans from held for sale to held in portfolio


156,243



79,100



87,479Transfer of loans to held for sale from held in portfolio


40,267



207,015



434,285Transfer of other real estate owned to other assets from loans
    held in portfolio


55,218



1,585



244Loan securitizations:Loans originated in held in portfolio sold


254,489



579,331



176,143Mortgage-backed securities acquired


(252,586
)


(578,129
)


(174,721
)Mortgage servicing rights acquired


(1,903
)


(1,202
)


(1,422
)   32.
    Segment
    Information   - 147 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    UCBHDomestic





Total


Holdings,Banking


Other


Segments


Inc.


Intersegment


ConsolidatedYear ended December 31, 2008:Total interest and dividend income

$
660,642


$
75,648


$
736,290


$
368


$
(39,299
)

$
697,359Total interest expense


(329,386
)


(52,344
)


(381,730
)


(18,855
)


39,299



(361,286
)Net interest income (expense)


331,256



23,304



354,560



(18,487
)


-



336,073Core deposit intangible impairment loss


(715
)


(23
)


(738
)


-



-



(738
)Income tax benefit (expense)


58,584



(1,349
)


57,235



9,276



-



66,511Net income (loss)


(64,775
)


10,522



(54,253
)


(67,739
)


54,253



(67,739
)As of December 31, 2008:Loans held in portfolio

$
7,656,338


$
1,014,349


$
8,670,687


$
-


$
-


$
8,670,687Goodwill


297,725



134,305



432,030



-



-



432,030Core deposit intangible, net


16,572



260



16,832



-



-



16,832Total assets


12,560,160



2,055,625



14,615,785



1,714,794



(2,827,222
)


13,503,357Total deposits


8,139,114



938,854



9,077,968



-



(110,520
)


8,967,448Year ended December 31, 2007:Total interest and dividend income

$
692,398


$
71,608


$
764,006


$
3


$
(57,661
)

$
706,348Total interest expense


(362,330
)


(58,774
)


(421,104
)


(20,317
)


57,661



(383,760
)Net interest income (expense)


330,068



12,834



342,902



(20,314
)


-



322,588Core deposit intangible impairment loss


(363
)


-



(363
)


-



-



(363
)Income tax benefit (expense)


(61,726
)


(927
)


(62,653
)


9,705



-



(52,948
)Net income (loss)


111,551



4,947



116,498



102,308



(116,498
)


102,308As of December 31, 2007:Loans held in portfolio

$
7,044,595


$
787,555


$
7,832,150


$
-


$
-


$
7,832,150Goodwill


301,269



135,337



436,606



-



-



436,606Core deposit intangible, net


22,196



330



22,526



-



-



22,526Total assets


10,766,881



1,893,872



12,660,753



1,300,266



(2,157,453
)


11,803,566Total deposits


6,664,762



1,149,757



7,814,519



-



(33,279
)


7,781,240Year ended December 31, 2006:Total interest and dividend income

$
519,171


$
25,456


$
544,627


$
-


$
(9,614
)

$
535,013Total interest expense


(250,756
)


(17,739
)


(268,495
)


(12,199
)


9,614



(271,080
)Net interest income (expense)


268,415



7,717



276,132



(12,199
)


-



263,933Core deposit intangible impairment loss


(324
)


-



(324
)


-



-



(324
)Income tax benefit (expense)


(55,212
)


(465
)


(55,677
)


4,740



-



(50,937
)Net income (loss)


111,393



257



111,650



100,877



(111,650
)


100,877  - 148 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    2008


2007


2006Total assets

$
2,053,274


$
1,756,286


$
1,245,113Total interest and dividend income


75,468



71,608



47,526Income before income taxes


13,564



6,210



1,414Net income


11,503



5,108



842     33.
    Parent
    Company    BALANCE
    SHEETS
  2008


2007ASSETSCash and due from banks

$
85,347


$
18,114Other equity investments


5,015



3,433Equipment, net


263



122Investment in subsidiary


1,619,767



1,259,949Other assets


13,991



10,121Total assets

$
1,724,383


$
1,291,739LIABILITIES AND STOCKHOLDERS EQUITYAccrued interest payable

$
3,803


$
3,409Short-term borrowings


-



35,000Subordinated debentures


281,459



281,615Other liabilities


11,066



4,612Total liabilities


296,328



324,636Preferred stock


395,513



-Common stock


1,173



1,044Additional paid-in capital


592,893



427,474Retained earnings


460,182



554,568Accumulated other comprehensive loss


(21,706
)


(15,983
)Total stockholders equity


1,428,055



967,103Total liabilities and stockholders equity

$
1,724,383


$
1,291,739  - 149 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    STATEMENTS
    OF OPERATIONS
  2008


2007


2006Income:Dividends from subsidiary

$
35,500


$
21,500


$
7,500Acquisition termination fee


-



-



5,000Other income


396



3



15Total income


35,896



21,503



12,515Expense:Interest expense


18,735



20,157



12,106Other general and administrative


4,957



4,348



7,099Total expense


23,692



24,505



19,205Income (loss) before income tax benefit and equity in
    undistributed net income of subsidiary


12,204



(3,002
)


(6,690
)Income tax benefit


9,276



9,705



4,740Equity in undistributed net income (loss) of subsidiary


(89,219
)


95,605



102,827Net income (loss)

$
(67,739
)

$
102,308


$
100,877  - 150 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    STATEMENTS
    OF CASH FLOWS
  2008


2007


2006Cash flows from operating activities:Net income (loss)

$
(67,739
)

$
102,308


$
100,877Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in undistributed net income of subsidiary


89,219



(95,605
)


(102,827
)Depreciation expense


57



56



67Amortization of purchase premiums


(156
)


(172
)


-Amortization of subordinated debenture fees


125



357



122Loss on sale of equipment






-



14Excess tax benefit from stock option exercises


(1,585
)


(5,115
)


(2,007
)Changes in operating assets and liabilities:(Increase) decrease in other assets


(3,250
)


1,839



6,754Increase in other liabilities


2,903



772



942Net cash provided by operating activities


19,574



4,440



3,942Cash flows from investing activities:Cash acquired from Summit Bank Corporation acquisition


-



-



39Capital contribution to subsidiaries


(447,037
)


(77,288
)


(77,326
)Equity investment purchase


(1,582
)


(251
)


(406
)Purchases of equipment


(198
)


-



(162
)Proceeds from sale of equipment


-



-



14Net cash used in investing activities


(448,817
)


(77,539
)


(77,841
)Cash flows from financing activities:Net (decrease) increase in short-term borrowings


(35,000
)


35,000



-Proceeds from stock option exercises


1,456



10,572



4,374Proceeds from issuance of preferred stock


428,801



-



-Proceeds from stock issued to China Minsheng Banking Corp.,
    Ltd.


121,851



-



-Proceeds from issuance of subordinated debentures






41,238



77,321Excess tax benefit from stock option exercises


1,585



5,115



2,007Payment of cash dividend on preferred stock


(5,806
)


-



-Payment of cash dividend on common stock


(16,411
)


(12,208
)


(10,849
)Net cash provided by financing activities


496,476



79,717



72,853Net (decrease) increase in cash and cash equivalents


67,233



6,618



(1,046
)Cash and cash equivalents beginning of year


18,114



11,496



12,542Cash and cash equivalents end of year

$
85,347


$
18,114


$
11,496  - 151 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  34.
    Unaudited
    Quarterly Condensed Consolidated Financial Information    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2008:Total interest and dividend income

$
160,617


$
175,562


$
179,436


$
181,744Total interest expense


(88,327
)


(86,020
)


(88,292
)


(98,647
)Net interest income


72,290



89,542



91,144



83,097Recovery of (provision for) loan losses


(152,091
)


(43,221
)


(32,562
)


(35,069
)Noninterest income


1,308



(4,008
)


135



5,021Noninterest expense


(57,507
)


(51,759
)


(50,552
)


(50,017
)Income (loss) before income tax expense


(136,000
)


(9,446
)


8,165



3,031Income tax benefit (expense)


58,832



8,953



(463
)


(811
)Net income (loss)


(77,168
)


(493
)


7,702



2,220Dividends on preferred stock


(5,682
)


(2,995
)


-



-Net income (loss) available to common stockholders

$
(82,850
)

$
(3,488
)

$
7,702


$
2,220Earnings per shareBasic

$
(0.76
)

$
(0.03
)

$
0.07


$
0.02Diluted

$
(0.76
)

$
(0.03
)

$
0.07


$
0.022007:Total interest and dividend income

$
185,936


$
182,751


$
173,715


$
163,946Total interest expense


(99,837
)


(98,827
)


(94,980
)


(90,116
)Net interest income


86,099



83,924



78,735



73,830Recovery of (provision for) loan losses


(14,025
)


(3,010
)


(2,098
)


(1,048
)Noninterest income


(3,457
)


9,597



8,499



10,961Noninterest expense


(46,591
)


(42,353
)


(41,396
)


(42,411
)Income before income tax expense


22,026



48,158



43,740



41,332Income tax expense


(5,780
)


(17,337
)


(15,530
)


(14,301
)Net income

$
16,246


$
30,821


$
28,210


$
27,031Earnings per share:Basic

$
0.16


$
0.30


$
0.28


$
0.27Diluted

$
0.15


$
0.29


$
0.27


$
0.26   35.
    Fair
    Values of Financial Assets and Liabilities     - 152 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
    Level 1:
  Level 2
  Level 3
  Determination
    of Fair Value
    and/or
       - 153 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
      Agency Preferred and Exchange Traded Equity
    Securities
  Commercial Mortgage Backed Securities (CMBS) and
    Asset Backed Securities (ABS)
      U.S. Government and Agency Securities
  Municipal Bonds
  Loans Held for Sale
  Mortgage Servicing Rights
    (MSRs)
 - 154 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  No. 157-2, Effective Date of FASB Statement No. 157
  Impaired Loans Accounting by Creditors for Impairment of a Loan
  Derivative Contracts
    Total


Level 1


Level 2


Level 3Investment and mortgage-backed securities
    available for sale

$
2,962,093


$
50,345


$
2,575,819


$
335,929Mortgage servicing rights


12,561



-



-



12,561Net other financial assets
    (1)


1,056



-



1,056



-Total

$
2,975,710


$
50,345


$
2,576,875


$
348,490Net other financial
    liabilities(1)

$
(3,012
)

$
-


$
(3,012
)

$
-     (1)
    
    Derivatives are included in this
    category. - 155 -




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
     Level 1


Level II


Level III


Total FairFair Value


Fair Value


Fair Value


Value


% of TotalInvestment Type

Amount


Amount


Amount


Amount


InvestmentTreasury Bill

$
49,963


$
-


$
-


$
49,963



1.69Agency Preferred Stock


382



-



-



382



0.01Agency Note


-



815,481



-



815,481



27.53Agency Discount Note


-



198,800



-



198,800



6.71Agency MBS


-



780,831



-



780,831



26.36Agency CMO


-



389,224



-



389,224



13.14Private CMO


-



139,068



-



139,068



4.70Municipals


-



252,299



-



252,299



8.52CDOs


-



-



12,568



12,568



0.42CLO


-



-



7,016



7,016



0.24CMBS


-



-



306,614



306,614



10.35SBA I/O Strips


-



-



9,731



9,731



0.33SBA Pool


-



116



-



116



0.00Totals

$
50,345


$
2,575,819


$
335,929


$
2,962,093



100.00          - 156 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
           - 157 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
          TotalUnrealizedGains (Losses)Realized Gains


Included in


Purchased, Sales,(Losses)


Other


Other


Transfers InBeginning


Included in


Comprehensive


Settlements and


and/or (Out)Balance


Income


Income


Issuances, Net


of Level 3


Ending BalanceYear Ended December 31, 2008Investment securities available for sale

$
59,029


$
(20,919
)

$
(14,217
)

$
(13,017)


$
325,053


$
335,929Mortgage servicing rights


17,070



(649
)


-



(3,860)
(1)


-



12,561Total assets

$
76,099


$
(21,568
)

$
(14,217
)

$
(16,877)


$
325,053


$
348,490     (1)
    
    Includes change in fair value.      TotalRealized

FinancialGains

StatementTotal

Level 1

Level 2

Level 3

(Losses)

EffectLoans held for sale

$
-


$       -

$       -

$
-


$
(1,428
)

Income StatementImpaired loans


611,325


-

-


611,325



(57,001
)

Income Statement  - 158 -




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS - (CONTINUED)
  36.
    Subsequent
    Events  Form 8-K
     - 159 -




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  a. Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  b. Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of a company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with accounting principles generally accepted in the
    United States of America, and that receipts and expenditures of
    a company are being made only in accordance with authorizations
    of management and board of directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of a
    companys assets that could have a material effect on its
    financial statements.  Internal
    Control - Integrated Framework
     - 160 -




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##### Table of Contents



Form 10-K.
  c. Remediation
    of Material Weakness
      d. Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   - 161 -




---



##### Table of Contents



PART III Item 10.
    Directors
    and Executive Officers of the Registrant    www.ucbh.com.
  Item 11.
    Executive
    Compensation      Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   - 162 -




---



##### Table of Contents



PART IV Item 15.
    Exhibits,
    Financial Statement Schedules    1.
    The following consolidated financial statements of UCBH
    Holdings, Inc. and subsidiaries are filed as part of this report
    under Item 8 - Financial Statements and Supplementary
    Data:  PageReports of Independent Registered Public Accounting Firms


88Consolidated Balance Sheets as of December 31, 2008 and 2007


92Consolidated Statements of Operations for the years ended
    December 31, 2008, 2007 and 2006


93Consolidated Statements of Changes in Stockholders Equity
    and Comprehensive Income (Loss) for the years ended
    December 31, 2008, 2007 and 2006


94Consolidated Statements of Cash Flows for the years ended
    December 31, 2008, 2007 and 2006


95Notes to Consolidated Financial Statements


96   2.
    All other financial schedules are omitted due to the required
    information is not applicable, or contained in the Consolidated
    Financial Statements or the notes thereto.3.
    Exhibits:  Index to
    Exhibits
  Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith2
.1

Agreement and Plan of Merger by and among UCBH Holdings, Inc.
    (Buyer), UCBH Merger Sub, Inc., a wholly owned
    subsidiary of Buyer, and Pacifica Bancorp, Inc. dated
    May 23, 2005


10-Q



000-24947



2
.1

August 9, 20052
.2

Agreement and Plan of Merger by and among UCBH Holdings, Inc.
    (Buyer), United Commercial Bank, a wholly owned
    subsidiary of Buyer, and Asian American Bank &
    Trust Company dated August 2, 2005


10-Q



000-24947



2
.2

November 9, 20052
.3

Agreement and Plan of Merger by and among UCBH Holdings, Inc.
    (Buyer), United Commercial Bank, a wholly owned
    subsidiary of Buyer, and Great Eastern Bank dated
    October 13, 2005


S-4



000-24947



2
.1

December 12, 20052
.4

Agreement and Plan of Merger by and among UCBH Holdings, Inc.
    (Buyer), UCB Merger, LLC, a wholly owned subsidiary
    of Buyer, and Summit Bank Corporation dated September 18,
    2006


10-Q



000-24947



2
.4

November 14, 20062
.5

Agreement and Plan of Merger by and among UCBH Holdings, Inc.
    (Buyer), UCB Merger II, LLC, a wholly owned
    subsidiary of Buyer, CAB Holding, LLC, CAB International Holding
    Limited, and Dr. Paul Shi H. Huang dated January 10,
    2007


10-Q



000-24947



2
.5

May 10, 2007 - 163 -




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith2
.6

Sale and Purchase Agreement among United Commercial Bank,
    Charoen Pokphand Group Co., Ltd., M. Thai Group Limited and
    DEG - Deutsche Investitions and Entwicklungsgesellschaft
    mbH dated March 26, 2007


10-Q



000-24947



2
.6

May 10, 20072
.7

Agreement for Transfer of Equity Interest in Business
    Development Bank Limited by and among Kasikornbank Public Co.,
    Ltd., Charoen Pokphand Group Company Limited, and United
    Commercial Bank dated March 26, 2007


10-Q



000-24947



2
.7

May 10, 20073
.1

Second Amended and Restated Certificate of Incorporation of UCBH
    Holdings, Inc.


10-Q



000-24947



3
.1

May 10, 20043
.2

Amended and Restated Bylaws of UCBH Holdings, Inc., as amended
    and restated


8-K



000-24947



3
.2

October 29, 20083
.3

Certificate of Designation, Preferences and Rights of
    Series A Participating Preferred Stock (filed as
    Exhibit A to Exhibit 4.7 hereto)


8-K



000-24947



1


January 29, 20033
.4

Certificate of Designations for the Series B Preferred Stock


8-K



000-24947



3
.1

June 11, 20083
.5

Certificate of Designations of Fixed Rate Cumulative Perpetual
    Preferred Stock, Series C


8-K



000-24947



3
.1

November 18, 20084
.0

Form of Stock Certificate of UCBH Holdings, Inc.


S-1



333-58325



4
.0

July 1, 19984
.1

Indenture of UCBH Holdings, Inc., dated April 17, 1998,
    between UCBH Holdings, Inc. and Wilmington Trust Company,
    as trustee


S-4



333-58335



4
.1

July 1, 19984
.2

Form of Certificate of Series B Junior Subordinated
    Debenture


S-4



333-58335



4
.2

July 1, 19984
.3

Certificate of Trust of UCBH Trust Co.


S-4



333-58335



4
.3

July 1, 19984
.4

Amended and Restated Declaration of Trust of UCBH
    Trust Co.


S-4



333-58335



4
.4

July 1, 19984
.5

Form of Series B Capital Security Certificate for UCBH
    Trust Co.


S-4



333-58335



4
.5

July 1, 19984
.6

Form of Series B Guarantee of the Company relating to the
    Series B Capital Securities


S-4



333-58335



4
.6

July 1, 19984
.7

Rights Agreement dated as of January 28, 2003


8-K



000-24947



1


January 29, 20034
.8

Indenture of UCBH Holdings, Inc., dated September 22, 2005,
    between UCBH Holdings, Inc. and Wilmington Trust Company,
    as trustee


10-Q



000-24947



2
.2

November 9, 20054
.9

Indenture between UCBH Holdings, Inc. and Wilmington
    Trust Company, as trustee, dated December 15, 2006


10-K



000-24947



4
.9

March 1, 20074
.10

Junior subordinated indenture between UCBH Holdings, Inc. and
    Wilmington Trust Company, as trustee, dated
    December 28, 2006


10-K



000-24947



4
.10

March 1, 20074
.11

Junior Subordinated Indenture between Summit Bank Corporation
    and The Bank of New York, as trustee, dated September 30,
    2003


10-K



000-24947



4
.11

March 1, 2007 - 164 -




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith4
.12

Registration Rights, Lockup and Standstill Agreement by and
    among UCBH Holdings, Inc., CAB International Holding Limited and
    Dr. Paul Shi H. Huang


10-Q



000-24947



4
.12

May 10, 20074
.13

Floating Rate Junior Subordinated Debentures between United
    Commercial Bank and Wilmington Trust Company, as Trustee,
    dated June 21, 2007.


10-Q



000-24947



4
.13

August 9, 20074
.14

Form of Certificate for the Series C Preferred Stock


8-K



000-24947



4
.1

November 20, 20084
.15

Warrant for Purchase of Common Stock


8-K



000-24947



4
.2

November 20, 200810
.1

Employment Agreement between UCBH Holdings, Inc., United
    Commercial Bank and Thomas S. Wu


10-Q



000-24947



10
.1

November 9, 200410
.2

Amendment to Employment Agreement, dated November 14, 2008,
    between UCBH Holdings, Inc., United Commercial Bank and Thomas
    S. Wu


8-K



000-24947



10
.1

November 20, 200810
.3

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and Jonathan H. Downing


8-K



000-24947



10
.2

June 13, 200510
.4

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and Sylvia Loh as well as certain other
    Executive Vice Presidents of UCBH Holdings, Inc. or United
    Commercial Bank


10-Q



000-24947



10
.3

November 9, 200410
.5

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and Ka Wah (Tony) Tsui and certain other
    Executive Vice Presidents of UCBH Holdings, Inc. or United
    Commercial Bank


8-K



000-24947



10
.1

May 2, 200710
.6

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and Daniel Gautsch


8-K



000-24947



10
.1

June 8, 200510
.7

Amendment to Change in Control Agreement, dated
    November 14, 2008, between UCBH Holdings, Inc., United
    Commercial Bank and John M. Kerr


8-K



000-24947



10
.3

November 20, 200810
.8

Amendment to Change in Control Agreement, dated
    November 14, 2008, between UCBH Holdings, Inc., United
    Commercial Bank and Ebrahim Shabudin


8-K



000-24947



10
.4

November 20, 200810
.9

Amendment to Change in Control Agreement, dated
    November 14, 2008, between UCBH Holdings, Inc., United
    Commercial Bank and Ka Wah Tsui


8-K



000-24947



10
.5

November 20, 200810
.10

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and Dennis Wu


8-K



000-24947



10
.1

June 13, 2005 - 165 -




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith10
.11

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and certain Senior Vice Presidents of
    UCBH Holdings, Inc. or United Commercial Bank


8-K



000-24947



10
.1

August 15, 200710
.12

Change in Control Agreement, dated November 14, 2008,
    between UCBH Holdings, Inc., United Commercial Bank and Craig S.
    On


8-K



000-24947



10
.2

November 20, 200810
.13

UCBH Holdings, Inc. Amended and Restated 2006 Equity Incentive
    Plan, (formerly known as UCBH Holdings, Inc. 2006 Equity
    Incentive Plan)


S-8



333-143774



4
.2

June 15, 200710
.14

UCBH Holdings, Inc. Senior Executive Annual Incentive Plan


10-Q



000-24947



10
.9

August 9, 200610
.15

Form of Indemnification Agreement of UCBH Holdings, Inc.


8-K



000-24947



10
.1

December 1, 200810
.16

Form of Indemnification Agreement of United Commercial Bank.


8-K



000-24947



10
.2

December 1, 200810
.17

Post Retirement Compensation Agreement between Pin Pin Chau,
    Chief Executive Officer of Summit Bank Corporation, and Summit
    Bank Corporation dated December 20, 2004


10-K



000-24947



10
.12

March 1, 200710
.18

Investment Agreement dated October 7, 2007 by and between
    UCBH Holdings, Inc. and China Minsheng Banking Corp., Ltd.


8-K



000-24947



10
.1

March 6, 200810
.19

Investors Rights and Standstill Agreement dated
    October 7, 2007 by and between UCBH Holdings, Inc. and
    China Minsheng Banking Corp., Ltd.


8-K



000-24947



10
.2

March 6, 200810
.20

Voting Agreement dated March 5, 2008 by and between UCBH
    Holdings, Inc. and China Minsheng Banking Corp., Ltd.


8-K



000-24947



10
.3

March 6, 200810
.21

Letter Agreement, dated November 14, 2008, between UCBH
    Holdings, Inc. and the United States Department of the Treasury,
    which includes the Securities Purchase Agreement-Standard Terms
    attached hereto, with respect to the sale and issuance of the
    Series C Preferred Stock and the Warrant


8-K



000-24947



10
.1

November 20, 200814
.1

Code of Conduct, as amended on August 14, 2004.


8-K



000-24947



14
.1

September 1, 200421
.0

Subsidiaries of UCBH Holdings, Inc.
















ü23
.1

Consent of Independent Registered Public Accounting Firm
    PriceWaterhouse Coopers LLP
















ü23
.2

Consent of Independent Registered Public Accounting Firm KPMG LLP
















ü - 166 -




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith31
.1

Certificate pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended, signed and
    dated by Thomas S. Wu.
















ü31
.2

Certificate pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934, as amended, signed and
    dated by Craig S. On.
















ü32
.0

Certificate pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002, signed and dated by Thomas S. Wu and Craig S. On.
















(1)     (1)

    
    Furnished herewith - 167 -




---



##### Table of Contents



SIGNATURES    UCBH HOLDINGS, INC.Date: March 16, 2009/s/ Thomas S.
    WuThomas S. WuChairman, President and Chief Executive Officer(Principal Executive Officer)Date: March 16, 2009/s/ Craig S.
    OnCraig S. OnExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)     Name

Title

Date/s/  Thomas
    S. WuThomas
    S. Wu

Chairman, President and Chief Executive Officer (Principal
    Executive Officer)

March 16, 2009/s/  Craig
    S. OnCraig
    S. On

Executive Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 16, 2009/s/  Joseph
    J. JouJoseph
    J. Jou

Lead Director

March 16, 2009/s/  Li-Lin
    KoLi-Lin
    Ko

Director

March 16, 2009/s/  James
    KwokJames
    Kwok

Director

March 16, 2009/s/  David
    S. NgDavid
    S. Ng

Director

March 16, 2009/s/  Daniel
    P. RileyDaniel
    P. Riley

Director

March 16, 2009/s/  Qingyuan
    WanQingyuan
    Wan

Director

March 16, 2009/s/  Richard
    Li-Chung WangRichard
    Li-Chung Wang

Director

March 16, 2009/s/  Dr. Godwin
    WongDr. Godwin
    Wong

Director

March 16, 2009/s/  Dennis
    WuDennis
    Wu

Director

March 16, 2009  - 168 -