##### 



UCBH HOLDINGS, INC.,
 as Issuer
 INDENTURE
 Dated as of December 15, 2006
 WILMINGTON TRUST COMPANY,
as Trustee
 FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
 DUE 2036




---



##### 



TABLE OF CONTENTS
 PageARTICLE I. DEFINITIONS
    
    
    1Section 1.1.
    
    Definitions
    
    
    1ARTICLE II. DEBENTURES
    
    
    8Section 2.1.
    
    Authentication and Dating
    
    
    8Section 2.2.
    
    Form of Trustees Certificate of Authentication
    
    
    9Section 2.3.
    
    Form and Denomination of Debentures
    
    
    9Section 2.4.
    
    Execution of Debentures
    
    
    10Section 2.5.
    
    Exchange and Registration of Transfer of Debentures
    
    
    10Section 2.6.
    
    Mutilated, Destroyed, Lost or Stolen Debentures
    
    
    12Section 2.7.
    
    Temporary Debentures
    
    
    13Section 2.8.
    
    Payment of Interest and Additional Interest
    
    
    13Section 2.9.
    
    Cancellation of Debentures Paid, etc.
    
    
    14Section 2.10.
    
    Computation of Interest
    
    
    14Section 2.11.
    
    Extension of Interest Payment Period
    
    
    16Section 2.12.
    
    CUSIP Numbers
    
    
    17Section 2.13.
    
    Global Debentures
    
    
    17ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY
    
    
    19Section 3.1.
    
    Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures
    
    
    19Section 3.2.
    
    Offices for Notices and Payments, etc.
    
    
    19Section 3.3.
    
    Appointments to Fill Vacancies in Trustees Office
    
    
    20Section 3.4.
    
    Provision as to Paying Agent
    
    
    20Section 3.5.
    
    Certificate to Trustee
    
    
    21Section 3.6.
    
    Additional Sums
    
    
    21Section 3.7.
    
    Compliance with Consolidation Provisions
    
    
    21Section 3.8.
    
    Limitation on Dividends
    
    
    21Section 3.9.
    
    Covenants as to the Trust
    
    
    22Section 3.10.
    
    Additional Junior Indebtedness
    
    
    22ARTICLE IV. SECURITYHOLDERS LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
    
    
    22Section 4.1.
    
    Securityholders Lists
    
    
    22Section 4.2.
    
    Preservation and Disclosure of Lists
    
    
    23ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT
    
    
    24Section 5.1.
    
    Events of Default
    
    
    24Section 5.2.
    
    Payment of Debentures on Default; Suit Therefor
    
    
    25Section 5.3.
    
    Application of Moneys Collected by Trustee
    
    
    27Section 5.4.
    
    Proceedings by Securityholders
    
    
    27Section 5.5.
    
    Proceedings by Trustee
    
    
    28Section 5.6.
    
    Remedies Cumulative and Continuing; Delay or Omission Not a Waiver
    
    
    28
 i




---



##### 



PageSection 5.7.
    
    Direction of Proceedings and Waiver of Defaults by Majority of  Securityholders
    
    
    28Section 5.8.
    
    Notice of Defaults
    
    
    29Section 5.9.
    
    Undertaking to Pay Costs
    
    
    29ARTICLE VI. CONCERNING THE TRUSTEE
    
    
    29Section 6.1.
    
    Duties and Responsibilities of Trustee
    
    
    29Section 6.2.
    
    Reliance on Documents, Opinions, etc.
    
    
    30Section 6.3.
    
    No Responsibility for Recitals, etc.
    
    
    31Section 6.4.
    
    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
Registrar May Own Debentures
    
    
    31Section 6.5.
    
    Moneys to be Held in Trust
    
    
    31Section 6.6.
    
    Compensation and Expenses of Trustee
    
    
    31Section 6.7.
    
    Officers Certificate as Evidence
    
    
    32Section 6.8.
    
    Eligibility of Trustee
    
    
    32Section 6.9.
    
    Resignation or Removal of Trustee
    
    
    33Section 6.10.
    
    Acceptance by Successor Trustee
    
    
    34Section 6.11.
    
    Succession by Merger, etc.
    
    
    34Section 6.12.
    
    Authenticating Agents
    
    
    35ARTICLE VII. CONCERNING THE SECURITYHOLDERS
    
    
    36Section 7.1.
    
    Action by Securityholders
    
    
    36Section 7.2.
    
    Proof of Execution by Securityholders
    
    
    36Section 7.3.
    
    Who Are Deemed Absolute Owners
    
    
    36Section 7.4.
    
    Debentures Owned by Company Deemed Not Outstanding
    
    
    37Section 7.5.
    
    Revocation of Consents; Future Holders Bound
    
    
    37ARTICLE VIII. SECURITYHOLDERS MEETINGS
    
    
    37Section 8.1.
    
    Purposes of Meetings
    
    
    37Section 8.2.
    
    Call of Meetings by Trustee
    
    
    38Section 8.3.
    
    Call of Meetings by Company or Securityholders
    
    
    38Section 8.4.
    
    Qualifications for Voting
    
    
    38Section 8.5.
    
    Regulations
    
    
    38Section 8.6.
    
    Voting
    
    
    38Section 8.7.
    
    Quorum; Actions
    
    
    39ARTICLE IX. SUPPLEMENTAL INDENTURES
    
    
    39Section 9.1.
    
    Supplemental Indentures without Consent of Securityholders
    
    
    39Section 9.2.
    
    Supplemental Indentures with Consent of Securityholders
    
    
    41Section 9.3.
    
    Effect of Supplemental Indentures
    
    
    41Section 9.4.
    
    Notation on Debentures
    
    
    42Section 9.5.
    
    Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee
    
    
    42ARTICLE X. REDEMPTION OF SECURITIES
    
    
    42Section 10.1.
    
    Optional Redemption
    
    
    42Section 10.2.
    
    Special Event Redemption
    
    
    42Section 10.3.
    
    Notice of Redemption; Selection of Debentures
    
    
    42Section 10.4.
    
    Payment of Debentures Called for Redemption
    
    
    43
 ii




---



##### 



PageARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
    
    
    43Section 11.1.
    
    Company May Consolidate, etc., on Certain Terms
    
    
    44Section 11.2.
    
    Successor Entity to be Substituted
    
    
    44Section 11.3.
    
    Opinion of Counsel to be Given to Trustee
    
    
    44ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE
    
    
    44Section 12.1.
    
    Discharge of Indenture
    
    
    44Section 12.2.
    
    Deposited Moneys to be Held in Trust by Trustee
    
    
    45Section 12.3.
    
    Paying Agent to Repay Moneys Held
    
    
    45Section 12.4.
    
    Return of Unclaimed Moneys
    
    
    45ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
    
    
    46Section 13.1.
    
    Indenture and Debentures Solely Corporate Obligations
    
    
    46ARTICLE XIV. MISCELLANEOUS PROVISIONS
    
    
    46Section 14.1.
    
    Successors
    
    
    46Section 14.2.
    
    Official Acts by Successor Entity
    
    
    46Section 14.3.
    
    Surrender of Company Powers
    
    
    46Section 14.4.
    
    Addresses for Notices, etc.
    
    
    46Section 14.5.
    
    Governing Law
    
    
    46Section 14.6.
    
    Evidence of Compliance with Conditions Precedent
    
    
    47Section 14.7.
    
    Table of Contents, Headings, etc.
    
    
    47Section 14.8.
    
    Execution in Counterparts
    
    
    47Section 14.9.
    
    Separability
    
    
    47Section 14.10.
    
    Assignment
    
    
    47Section 14.11.
    
    Acknowledgment of Rights
    
    
    47ARTICLE XV. SUBORDINATION OF DEBENTURES
    
    
    48Section 15.1.
    
    Agreement to Subordinate.
    
    
    48Section 15.2.
    
    Default on Senior Indebtedness
    
    
    48Section 15.3.
    
    Liquidation, Dissolution, Bankruptcy
    
    
    48Section 15.4.
    
    Subrogation
    
    
    49Section 15.5.
    
    Trustee to Effectuate Subordination
    
    
    50Section 15.6.
    
    Notice by the Company
    
    
    50Section 15.7.
    
    Rights of the Trustee; Holders of Senior Indebtedness
    
    
    51Section 15.8.
    
    Subordination May Not Be Impaired
    
    
    51
 Exhibit A
    
    Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest DebentureExhibit B
    
    Form of Certificate to Trustee
 iii




---



##### 



Company Trustee
  Debentures
    ARTICLE I.  DEFINITIONS
 Section 1.1. Definitions
 Acceleration Event of Default
 Additional Interest
 Additional Junior Indebtedness provided however
 1




---



##### 



Additional Sums
 Affiliate
 Applicable Depositary Procedures
 Authenticating Agent
 Bankruptcy Law
 Board of Directors
 Board Resolution
 Business Day
 Capital Securities pari passu provided however
 Capital Securities Guarantee
 Capital Treatment Event
 2




---



##### 



provided however provided further however
 Certificate
 Common Securities pari passu provided however
 Company
 Comparable Treasury Issue
 Comparable Treasury Price
 Coupon Rate
 Debenture Debentures
 Debenture Register
 Declaration
 Default
 Defaulted Interest
 3




---



##### 



Depositary
 Depositary Participant
 Distribution Period
 Determination Date
 DTC
 Event of Default
 Exchange Act
 Extension Period
 Federal Reserve
 Fixed Rate Period Remaining Life
 Global Debenture
 Indenture
 Institutional Trustee
 Interest Payment Date
 Interest Rate
 Investment Company Event
 4




---



##### 



Liquidation Amount
 Maturity Date
 Officers Certificate
 Opinion of Counsel
 OTS
 outstanding
  provided however
  Person
 Predecessor Security
 5




---



##### 



Primary Treasury Dealer
 Principal Office of the Trustee
 Quotation Agent
 Redemption Date
 Redemption Price
 Reference Treasury Dealer
 Reference Treasury Dealer Quotations
 Responsible Officer
 Securities Act
 Securityholder
 Senior Indebtedness
 6




---



##### 



pari passu pari passu
 Special Event
 Special Redemption Date
 Special Redemption Price
 Subsidiary
 Tax Event
 7




---



##### 



Administrative
Action
 3-Month LIBOR
 Telerate Page 3750
 Treasury Rate
 Trust
 Trust Securities
 Trustee
 ARTICLE II.  DEBENTURES
 Section 2.1. Authentication and Dating .
 8




---



##### 



Section 2.2. Form of Trustees Certificate of Authentication .
  WILMINGTON TRUST COMPANY, as TrusteeByAuthorized Signer
 Section 2.3. Form and Denomination of Debentures .
 9




---



##### 



Section 2.4. Execution of Debentures .
   Section 2.5. Exchange and Registration of Transfer of Debentures . Debenture Register
   10




---



##### 



11




---



##### 



Section 2.6. Mutilated, Destroyed, Lost or Stolen Debentures .
  12




---



##### 



Section 2.7. Temporary Debentures .
 Section 2.8. Payment of Interest and Additional Interest .
 Coupon Rate
 13




---



##### 



Defaulted
Interest
 provided however
    Section 2.9. Cancellation of Debentures Paid, etc .
 Section 2.10. Computation of Interest .
 14




---



##### 



3-Month LIBOR
       Determination Date
 15




---



##### 



Section 2.11. Extension of Interest Payment Period . Extension Period Additional Interest provided however provided further however pari passu
 16




---



##### 



pari passu
 Section 2.12. CUSIP Numbers . provided however
 Section 2.13. Global Debentures .
   17




---



##### 



18




---



##### 



ARTICLE III.  PARTICULAR COVENANTS OF THE COMPANY
 Section 3.1. Payment of Principal, Premium and Interest; Agreed Treatment of the
Debentures
    pari passu
 Section 3.2. Offices for Notices and Payments, etc .
 19




---



##### 



provided however
 Section 3.3. Appointments to
Fill Vacancies in Trustees Office .
 Section 3.4. Provision as to Paying Agent
      20




---



##### 



Section 3.5. Certificate to Trustee . Exhibit B
 Section 3.6. Additional Sums . Additional
Sums provided however
 Section 3.7. Compliance with Consolidation Provisions .
 Section 3.8. Limitation on Dividends .
 21




---



##### 



pari passu pari passu
 Section 3.9. Covenants as to the Trust . provided however
 Section 3.10. Additional Junior Indebtedness pari passu
 ARTICLE IV.  SECURITYHOLDERS LISTS AND REPORTS  BY THE COMPANY AND THE TRUSTEE
 Section 4.1. Securityholders Lists .
 22




---



##### 



Section 4.2. Preservation and Disclosure of Lists
      23




---



##### 



ARTICLE V.  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS  UPON AN EVENT OF DEFAULT
 Section 5.1. Events of Default
       24




---



##### 



Section 5.2. Payment of Debentures on Default; Suit Therefor .
 25




---



##### 



(i)
    
    to file and prove a claim or claims for the whole amount of principal and
interest owing and unpaid in respect of the Debentures,(ii)
    
    in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all other amounts due to the Trustee under Section 6.6), and of the
Securityholders allowed in such judicial proceedings relative to the Company or any
other obligor on the Debentures, or to the creditors or property of the Company or such
other obligor, unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Debentures in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person
performing similar functions in comparable proceedings,(iii)
    
    to collect and receive any moneys or other property payable or deliverable on
any such claims, and(iv)
    
    to distribute the same after the deduction of its charges and expenses.
   26




---



##### 



Section 5.3. Application of Moneys Collected by Trustee .
     Section 5.4. Proceedings by Securityholders.
  27




---



##### 



Section 5.5. Proceedings by Trustee .
 Section 5.6. Remedies Cumulative and Continuing; Delay or Omission Not a Waiver .
 Section 5.7. Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders . provided however
 provided however provided further
 28




---



##### 



Section 5.8. Notice of Defaults . provided however
 Section 5.9. Undertaking to Pay Costs . provided however
 ARTICLE VI.  CONCERNING THE TRUSTEE
 Section 6.1. Duties and Responsibilities of Trustee .
     29




---



##### 



Section 6.2. Reliance on Documents, Opinions, etc .
      30




---



##### 



provided however
   Section 6.3. No Responsibility for Recitals, etc .
 Section 6.4. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debentures .
 Section 6.5. Moneys to be Held in Trust .
 Section 6.6. Compensation and Expenses of Trustee .
 31




---



##### 



Section 6.7. Officers Certificate as Evidence .
 Section 6.8. Eligibility of Trustee .
   32




---



##### 







Section 6.9. Resignation or Removal of Trustee        33




---



##### 



Section 6.10. Acceptance by Successor Trustee .
     Section 6.11. Succession by Merger, etc . provided
  34




---



##### 



provided however
 Section 6.12. Authenticating Agents . provided however
    35




---



##### 



ARTICLE VII.  CONCERNING THE SECURITYHOLDERS
 Section 7.1. Action by Securityholders .
 provided however
 Section 7.2. Proof of Execution by Securityholders .
  Section 7.3. Who Are Deemed Absolute Owners .
 36




---



##### 



Section 7.4. Debentures Owned by Company Deemed Not Outstanding . provided however
 Section 7.5. Revocation of Consents; Future Holders Bound .
 ARTICLE VIII.  SECURITYHOLDERS MEETINGS
 Section 8.1. Purposes of Meetings .
     37




---



##### 



Section 8.2. Call of Meetings by Trustee .
 Section 8.3. Call of Meetings by Company or Securityholders .
 Section 8.4. Qualifications for Voting .
 Section 8.5. Regulations .
  provided however
 Section 8.6. Voting .
 38




---



##### 



Section 8.7. Quorum; Actions. provided however
 provided however
  ARTICLE IX.  SUPPLEMENTAL INDENTURES
 Section 9.1. Supplemental Indentures without Consent of Securityholders .
 39




---



##### 



provided however
 provided
 provided however
     40




---



##### 



Section 9.2. Supplemental Indentures with Consent of Securityholders . provided however provided further however provided further however
    Section 9.3. Effect of Supplemental Indentures .
 41




---



##### 



Section 9.4. Notation on Debentures .
 Section 9.5. Evidence of Compliance of Supplemental Indenture to be Furnished to
Trustee .
 ARTICLE X.  REDEMPTION OF SECURITIES
 Section 10.1. Optional Redemption . Redemption Date
 Section 10.2. Special Event Redemption . Special Redemption Date
 Section 10.3. Notice of Redemption; Selection of Debentures .
 42




---



##### 



Section 10.4. Payment of Debentures Called for Redemption .
  ARTICLE XI.  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
 Section 11.1. Company May Consolidate, etc., on Certain Terms .
 43




---



##### 



provided however
 Section 11.2. Successor Entity to be Substituted .
 Section 11.3. Opinion of Counsel to be Given to Trustee .
 ARTICLE XII.  SATISFACTION AND DISCHARGE OF INDENTURE
 Section 12.1. Discharge of Indenture .
 (a)
    
    the Company shall deliver to the Trustee for cancellation all Debentures
theretofore authenticated (other than any Debentures which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.6)
and not theretofore canceled, or(b)
    
    all the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable,
 44




---



##### 



Section 12.2. Deposited Moneys to be Held in Trust by Trustee .
 Section 12.3. Paying Agent to Repay Moneys Held .
 Section 12.4. Return of Unclaimed Moneys .
 ARTICLE XIII.  IMMUNITY OF INCORPORATORS, STOCKHOLDERS,  OFFICERS AND DIRECTORS
 Section 13.1. Indenture and Debentures Solely Corporate Obligations .
 45




---



##### 



ARTICLE XIV.  MISCELLANEOUS PROVISIONS
 Section 14.1. Successors .
 Section 14.2. Official Acts by Successor Entity .
 Section 14.3. Surrender of Company Powers .
 Section 14.4. Addresses for Notices, etc .
 Section 14.5. Governing Law .
 Section 14.6. Evidence of Compliance with Conditions Precedent .
 46




---



##### 



Section 14.7. Table of Contents, Headings, etc .
 Section 14.8. Execution in Counterparts .
 Section 14.9. Separability .
 Section 14.10. Assignment .
 Section 14.11. Acknowledgment of Rights .
 47




---



##### 



ARTICLE XV.  SUBORDINATION OF DEBENTURES
 Section 15.1. Agreement to Subordinate .
 provided however pari passu
  Section 15.2. Default on Senior Indebtedness .
  Section 15.3. Liquidation, Dissolution, Bankruptcy .
 48




---



##### 



pro rata
   Section 15.4. Subrogation .
 49




---



##### 



Section 15.5. Trustee to Effectuate Subordination .
 Section 15.6. Notice by the Company . provided however
  50




---



##### 



Section 15.7. Rights of the Trustee; Holders of Senior Indebtedness .
   Section 15.8. Subordination May Not Be Impaired .
  Signatures appear on the following page
 51




---



##### 



UCBH HOLDINGS, INC.ByName:Title:
 WILMINGTON TRUST COMPANY, as TrusteeByName:Title:
 52




---



##### 



EXHIBIT A
 FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
DEBENTURE
     A-1




---



##### 



A-2




---



##### 



A-3




---



##### 



provided however
 provided however provided further however
  A-4




---



##### 



A-5




---



##### 



UCBH HOLDINGS, INC.ByName:Title:
 CERTIFICATE OF AUTHENTICATION
  WILMINGTON TRUST COMPANY, as TrusteeBy:Authorized Officer A-6




---



##### 



provided however
 A-7




---



##### 



provided however provided further
  pari
passu
 A-8




---



##### 



pari passu
      A-9




---



##### 



EXHIBIT B
 FORM OF CERTIFICATE TO TRUSTEE
  1.
    
    In my capacity as an officer of the Company, I would normally have knowledge of
any default by the Company during the last fiscal year in the performance of any
covenants of the Company contained in the Indenture.2.
    
    [To my knowledge, the Company is not in default in the performance of any
covenants contained in the Indenture.or, alternatively:I am aware of the default(s) in the performance of covenants in the Indentures, as
specified below.]
    Name:Title:
 A-10