Exhibit
      10.6.1

     

    Cathay
      Bank

     

    Bonus
      Deferral Agreement

     

    This
      Bonus Deferral Agreement ("Agreement"), is amended and restated effective as
      of
      November 23, 2004, between Dunson Cheng, Chairman, President, & CEO of
      Cathay General Bancorp and Cathay Bank (the "Executive"), and Cathay General
      Bancorp and Cathay Bank (collectively, the "Company") constitutes the agreement
      between the Executive and the Company for the deferral by the Executive of
      payment of that portion of the Executive's incentive bonus for 2004 in excess
      of
      $225,000 ("Deferred Amount"). Except as otherwise provided for below, the
      Company shall pay the Deferred Amount on January 1 of the first year
      following the Executive's separation from service from the Company. If the
      Executive is a specified employee (as defined in Section 409A(a)(2)(B)(i) of
      the
      Internal Revenue Code of 1986, as amended (the "Code") and determined pursuant
      to related IRS guidance and Treasury regulations now and as may be enacted
      in
      the future), the Company shall pay the Deferred Amount on the later of: (i)
      January 1 of the first year following the Executive's separation from
      service from the Company; or (ii) the first day of the seventh month following
      the Executive's separation from service with the Company. The Company may delay
      the Deferred Amount payment in accordance with Section 1.409A-2(b)(7)(i) of
      the
      Treasury regulations to the extent that it reasonably anticipates that if the
      payment were made as scheduled, the Company's deduction with respect to such
      payment would not be permitted due to the application of Code Section
      162(m).

     

    1.  In
      exchange for the Agreement by the Executive to defer payment of the Deferred
      Amount, the Company will compute interest beginning December 16, 2004, at
      7.0% per annum computed based on the actual number of days during each period
      divided by the actual number of days for the full year. The Deferred Amount
      will
      be increased at the end of each quarter by the interest so computed for the
      last
      quarter. For December 31, 2004, the Deferred Amount will be increased by
      the interest so computed for the December 16 to December 31, 2004,
      period. Beginning on the tenth anniversary of the Agreement, the interest rate
      shall be adjusted to 275 basis points over the then prevailing interest rate
      on
      a ten-year U. S. Treasury note.

     

    2.  Executive
      agrees to allow the Company to amend the terms of the Agreement, including
      further deferring the date of the payment of the Deferred Amount, and take
      such
      other actions as may be necessary, to comply Code Section 409A and related
      IRS guidance and Treasury regulations now and as may be enacted in the future
      and to comply with any corresponding California income tax law and regulations
      that may be in effect as of or enacted subsequent to the date of this Agreement.
      However, any changes to the Deferred Amount and Section 1 above require the
      consent of Executive.

     

    3.  The
      Company shall indemnify and reimburse to the Executive an amount which after
      payment of applicable Federal, state, and local taxes by the Executive would
      be
      sufficient to pay any Federal and California taxes that are incurred by the
      Executive as a result of failure to comply with Section 409A and related
      regulations of the Code and any corresponding California income tax law and
      regulations ("Gross-Up Payment"). Except as provided in the preceding sentence,
      the Company is not providing any indemnification to the Executive for any normal
      or regular Federal or state income taxes related to the Deferred Amount. Any
      Gross-Up Payment shall be promptly paid by the Company to the Executive, but
      by
      no later than the end of the Executive's taxable year next following the
      Executive's taxable year in which the Executive remits the related
      taxes.

     

    
      
        
        

      

      
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    4.  Cathay
      General Bancorp ("Bancorp") and Cathay Bank ("Bank") shall require any successor
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the business and/or assets of Bancorp or Bank,
      by
      agreement in form and substance reasonably satisfactory to the Executive,
      expressly to assume and agree to perform this Agreement in the same manner
      and
      to the same extent that Bancorp or the Bank would be required to perform it
      if
      no such succession had taken place. As used in this Agreement, the "Company"
      shall mean the Bancorp and Bank as hereinbefore defined and any successor to
      their respective business and/or assets as aforesaid that becomes bound by
      the
      terms and provisions of this Agreement, by operation of law or
      otherwise.

     

    5.  This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive's personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees, legatees,
      and beneficiaries. If the Executive should die while any amounts would still
      be
      payable to him hereunder if he had continued to live, all such amounts, unless
      otherwise provided herein, shall be paid in accordance with the terms of this
      Agreement to the Executive's devisee, legatee, or other designee or, if there
      be
      no such designee, to the Executive's estate.

     

    6.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. If any of the provisions of this Agreement are determined to be
      unlawful or otherwise unenforceable, in whole or in part, such determination
      shall not affect the validity of the remainder of this Agreement, and this
      Agreement shall be reformed to the extent necessary to carry out its provisions
      to the greatest extent possible.

     

    7.  This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of California, without giving effect
      to
      principles of conflicts of law.

     

    
      	 	 	 
	 	EXECUTIVE
	 
 	 
 	 
 
	
               

            	By:	
              /s/
                Dunson Cheng

            
	 	 	Dunson Cheng, Chairman,
              President, & CEO
	 	 	 
	
            	Date:	
              November
                6, 2007

            
	 	 	 
	 	 	 
	 	
              CATHAY
                GENERAL BANCORP

            
	 	
            	 
	 	By: 	
              /s/
                Peter Wu

            
	 	 	Peter Wu, Executive
              Vice
              Chairman and COO
	 	 	 
	 	By:	
              /s/
                Heng Chen

            
	 	 	Heng Chen, EVP &
              CFO
	 	 	 
	 	Date:	
              November
                8, 2007

            
	 	 	 
	 	 	 
	 	CATHAY
              BANK
	 	 	 
	 	By: 	
              /s/
                Peter Wu

            
	 	 	Peter Wu,  Executive
              Vice Chairman and COO
	 	 	 
	 	By: 	
              /s/
                Heng Chen

            
	 	 	Heng Chen, EVP &
              CFO
	 	 	 
	 	Date:	
              November
                8, 2007

            


    

     

    


    
      
        
        

      

      
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