1,846,374 Warrants

CATHAY GENERAL BANCORP

UNDERWRITING AGREEMENT

December 3, 2013

Deutsche Bank Securities Inc.

As Representative of the

several Underwriters

d/o Deutsche Bank Securities Inc.

60 Wall Street, 4 th Floor

New York, New York 10005

Ladies and Gentlemen:

The United States Department of the Treasury (the "Selling Security Holder") proposes

to sell to the several underwriters (the "Underwriters") named in Schedule I hereto, for whom

you are acting as representative (the "Representative"), an aggregate of up to 1,846,374 warrants

(the "Warrants") of Cathay General Bancorp, a Delaware corporation (the "Company"),

representing the right to purchase an aggregate of up to that same number of shares (the

"Warrant Shares") of the Company's common stock, $0.01 par value (the "Common Stock").

The respective maximum amounts of the Warrants to be so purchased by the several

Underwriters are set forth opposite their names in Schedule I hereto.

As the Representative, you have advised the Company and the Selling Security Holder that

(a) you are authorized to enter into this Agreement on behalf of the several Underwriters, and (b) the

several Underwriters are willing, acting severally and not jointly, to purchase the numbers of

Warrants set forth opposite their respective names in Schedule 1. If Deutsche Bank Securities Inc.

is the sole Underwriter named in Schedule I, then all references in this Agreement to the

"Representative" and the "Underwriters" shall be deemed to be references to Deutsche Bank

Securities Inc.

In consideration of the mutual agreements contained herein and of the interests of the

parties in the transactions contemplated hereby, the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SECURITY

HOLDER.

(a) The Company represents and warrants to each of the Underwriters and the Selling

Security Holder as follows:

(i) An "automatic shelf registration statement" as defined under Rule 405

under the Securities Act of 1933, as amended (the "Act") on Form S-3 (File No. 333-

192636) with respect to the Warrants and the Warrant Shares, including a form of

prospectus, has been prepared by the Company in conformity with the requirements of

the Act, and the rules and regulations of the Securities and Exchange Commission (the

"Commission") thereunder and has been filed by the Company with the Commission not

earlier than three years prior to the date hereof. The Company and the transactions

contemplated by this Agreement meet the requirements and comply with the conditions

for the use of an "automatic shelf registration statement" on Form S-3. Copies of such

registration statement, including any amendments thereto, the Base Prospectus (as

defined below) as supplemented by any preliminary prospectus (including any

preliminary prospectus supplement) relating to the Warrants and Warrant Shares filed or

to be filed with the Commission pursuant to Rule 424(b) under the Act and including the

documents incorporated in the Base Prospectus by reference (a "Preliminar Prospectus")

and the exhibits, financial statements and schedules to such registration statement, in each

case as finally amended and revised, have heretofore been made available by the

Company to you. Such registration statement, together with any registration statement

filed by the Company pursuant to Rules 413(b) and 462(f) under the Act, is herein

referred to as the "Registration Statement," which shall be deemed to include all

information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act

and contained in the Prospectus referred to below. Such registration statement became

effective upon filing with the Commission under Rule 462(e) under the Act, and no posteffective amendment to the Registration Statement has been filed as of the date of this

Agreement. The base prospectus filed as part of such registration statement, in the form

in which it has most recently been filed with the Commission on or prior to the date of

this Agreement, is hereinafter called the "Base Prospectus." "Prospectus" means the

form of prospectus relating to the Warrants and the Warrant Shares first filed with the

Commission pursuant to and within the time limits described in Rule 424(b) under the

Act and in accordance with Section 4(a)(i)(B) of this Agreement. Any reference herein

to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the

Prospectus or to any amendment or supplement to any of the foregoing documents shall

be deemed to refer to and include any documents incorporated by reference therein, and,

in the case of any reference herein to the Prospectus, also shall be deemed to include any

documents incorporated by reference therein, and any supplements or amendments

thereto, filed with the Commission after the date of filing of the Prospectus under Rule

424(b) under the Act and prior to the termination of the offering of the Warrants by the

Underwriters.
(ii) As of the Applicable Time (as defined below) and as of the Closing Date

(as defined below), neither (i) the General Use Free Writing Prospectus(es) (as defined

below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined

below) and the information included on Schedule 11 hereto, all considered together

(collectively, the "General Disclosure Package"), nor (ii) any individual Limited Use

Free Writing Prospectus (as defined below), when considered together with the General

Disclosure Package, included or will include any untrue statement of a material fact or

omitted or will omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that the Company makes no representations or warranties as to

information contained in or omitted from the Statutory Prospectus (as defined below) and

any Issuer Free Writing Prospectus (as defined below), in reliance upon, and in

conformity with, written information furnished to the Company by the Selling Security

Holder or by or through the Representative on behalf of the Underwriters specifically for

use therein, it being understood and agreed that the only such information supplied by or

through the Representative is that described in Section 13 herein and the only such

information supplied by the Selling Security Holder is that described in Section 14

herein. As used in this subsection and elsewhere in this Agreement:

"Ap-plicable Time" means the time at which bids submitted to the auction agent

(the "Auction Agent") in connection with the auction relating to the Warrants (the

"Auction") become irrevocable and may no longer be withdrawn, as set forth in the

Preliminary Prospectus (including any extension of such deadline).

"Statutory Prospectus" means the Base Prospectus, as amended and supplemented

immediately prior to the Applicable Time, including any document incorporated by

reference therein and any preliminary prospectus supplement or prospectus supplement

deemed to be a part thereof.

"Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as

defined in Rule 433 under the Act relating to the Warrants or the Warrant Shares in the

form filed or required to be filed with the Commission or, if not required to be filed, in the

form retained in the Company's records pursuant to Rule 433(g) under the Act.

"General Use Free Writing, Prospectus" means any Issuer Free Writing Prospectus

that is identified on Schedule III to this Agreement.

"Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus

that is not a General Use Free Writing Prospectus.

(iii) The Company (A) has been duly organized and is validly existing as a

corporation in good standing under the laws of the jurisdiction of its incorporation, (B) is

duly registered as a bank holding company and is qualified as a financial holding

company under the Bank Holding Company Act of 1956, as amended, and (C) has

corporate power and authority to own or lease its properties and conduct its business as

described in the Registration Statement, the General Disclosure Package and the
Prospectus. The Company is duly qualified to transact business and is in good standing

in each jurisdiction in which its ownership or lease of properties or the conduct of its

business requires such qualification, except where the failure to be so qualified or in good

standing would not, individually or in the aggregate, reasonably be expected to either (i)

have a material adverse effect on the business, management, results of operations, or

financial condition of the Company and of its subsidiaries taken as a whole, or (ii)

prevent the consummation of the transactions contemplated hereby (the occurrence of

any such effect or any such prevention described in the foregoing clauses (i) or (ii) being

referred to as a "Material Adverse Effect").

(iv) Each of the significant subsidiaries (as defined in Rule 1-02 of Regulation

S-X of the Commission) of the Company as listed in Exhibit A hereto (each a

"Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly

existing as a corporation, banking corporation or association, or other type of entity, as

applicable, in good standing under the laws of the jurisdiction of its incorporation,

establishment or formation, as applicable, with corporate, limited liability company or

other organizational power and authority to own or lease its properties and conduct its

business as described in the Registration Statement, the General Disclosure Package and

the Prospectus. Each Subsidiary is duly qualified to transact business and is in good

standing in each jurisdiction in which its ownership or lease of properties or the conduct

of its business requires such qualification, other than where the failure to be so qualified

or in good standing would not reasonably be expected to have a Material Adverse Effect.

The outstanding shares of capital stock of each of the Subsidiaries have been duly

authorized and validly issued, are fully paid and non-assessable (subject to 12 U.S.C.

§55, as applicable) and, other than as described in the General Disclosure Package and

the Prospectus, are owned by the Company or the Subsidiaries free and clear of all liens,

encumbrances, equities and claims. Other than as described in the General Disclosure

Package and the Prospectus, no options, warrants or other rights to purchase, agreements

or other obligations to issue or other rights to convert any obligations into shares of

capital stock or ownership interests in the Subsidiaries are outstanding.

(v) The Warrants have been duly authorized and validly issued and constitute

valid and binding obligations of the Company enforceable in accordance with their terms,

and no preemptive rights of stockholders exist with respect to any Warrant Shares

issuable upon exercise of the Warrants. The Warrants conform in all material respects to

the description thereof set forth in the Registration Statement, the General Disclosure

Package and the Prospectus. The form of certificate for the Warrants conforms to the

corporate law of the jurisdiction of the Company's incorporation and to any requirements

of the Company's organizational documents. Neither the filing of the Registration

Statement nor the offering or sale of the Warrants as contemplated by this Agreement

gives rise to any rights, other than those which have been waived or satisfied, for or

relating to the registration of any Warrants or Warrant Shares.

(vi) The Warrant Shares have been duly authorized, and, when issued and

delivered upon exercise of the Warrants against payment of the exercise price with
respect to the Warrants, will be fully paid and non-assessable (subject to 12 U.S.C. §55,

as applicable) and will not be subject to any preemptive or similar rights. The Warrant

Shares will conform in all material respects to the description thereof set forth in the

Registration Statement, the General Disclosure Package and the Prospectus. The form of

certificates for the Warrant Shares conforms to the corporate law of the jurisdiction of the

Company's incorporation and to any requirements of the Company's organizational

documents. The Company has duly authorized the reservation of the Warrant Shares.

(vii) The outstanding shares of capital stock of the Company have been duly

authorized and validly issued and are fully paid and non-assessable.

(viii) Except as described in, contemplated by or incorporated by reference in

the Registration Statement, the General Disclosure Package and the Prospectus, there are

no outstanding rights (including, without limitation, pre-emptive rights), warrants or

options to acquire from the Company, or instruments convertible or exchangeable for,

any shares of capital stock or other equity interest in the Company or any of the

Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of

any kind to which the Company or any of the Subsidiaries is a party relating to the

issuance of any capital stock of the Company or any such Subsidiary, any such

convertible or exchangeable securities or any such rights, warrants or options, except as

may have been granted by the Company pursuant to employee awards and employee

benefit plans in the ordinary course of business and consistent with past practice.

(ix) The Commission has not issued an order preventing or suspending the use

of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus

relating to the proposed offering of the Warrants, and no proceeding for that purpose or

pursuant to Section 8A of the Act has been instituted or, to the Company's knowledge,

threatened by the Commission. The Registration Statement contains, and the Prospectus

and any amendments or supplements thereto will contain, all statements required to be

stated therein by, and conforms and will conform in all material respects to, the

requirements of the Act and the Rules and Regulations (as defined below). The

documents incorporated, or to be incorporated, by reference in the Prospectus conformed,

at the time filed with the Commission, in all material respects to the requirements of the

Securities Exchange Act of 1934 ("Exchange Act") or the Act, as applicable, and the

rules and regulations of the Commission thereunder (the "Rules and Regulations"), and

such documents do not contain, and will not contain, as of the respective times filed with

the Commission, an untrue statement of a material fact and do not omit, or will not omit,

as of the respective times filed with the Commission to state a material fact required to be

stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. The Registration Statement and any

amendment thereto do not contain, and will not contain, as of their respective effective

dates, any untrue statement of a material fact and do not omit, and will not omit, as of

their respective effective dates, to state a material fact required to be stated therein or

necessary to make the statements therein not misleading; and the Prospectus and any

amendments and supplements thereto do not contain, and will not contain, as of their
respective dates and as of the Closing Date, any untrue statement of a material fact, and

do not omit, and will not omit, as of their respective dates and as of the Closing Date, to

state a material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided, however, that the

Company makes no representations or warranties as to information contained in or

omitted from the Registration Statement or the Prospectus, or any such amendment or

supplement, in reliance upon, and in conformity with, written information furnished to

the Company by the Selling Security Holder or by or through the Representative on

behalf of the Underwriters specifically for use therein, it being understood and agreed

that the only such information furnished by or through the Representative is that

described in Section 13 herein and the only such information furnished by the Selling

Security Holder is that described in Section 14 herein.

(x) Each Issuer Free Writing Prospectus, as of its issue date anid at all

subsequent times through the Closing Date or until any earlier date that the Company

notified or notifies the Representative, did not, does not and will not include any

information that conflicted, conflicts or will conflict with the information contained in the

Registration Statement or the Prospectus in any material respect, including any document

incorporated by reference therein and any Prospectus Supplement deemed to be a part

thereof that has not been superseded or modified.

(xi) The Company has not, directly or indirectly, distributed and will not prior

to the Closing Date distribute any offering material in connection with the offering and

sale of the Warrants other than any Preliminary Prospectus, the Prospectus and other

materials, if any, permitted under the Act and consistent with Section 4(a)(ii) below. The

Company will file with the Commission all Issuer Free Writing Prospectuses in the time

required under Rules 163 (b)(2) and 433(d) under the Act.

(xii) The consolidated financial statements of the Company and its consolidated

subsidiaries, including the Subsidiaries, together with related notes and schedules as set

forth or incorporated by reference in the Registration Statement, the General Disclosure

Package and the Prospectus, comply as to form in all material respects with the

requirements of the Act and the Exchange Act and present fairly in all material respects

the financial position and the results of operations and cash flows of the Company and its

consolidated subsidiaries, including the Subsidiaries, at the indicated dates and for the

indicated periods. Such financial statements and related schedules have been prepared in

accordance with United States generally accepted principles of accounting ("GAAP"),

consistently applied throughout the periods involved, except as disclosed therein, and all

adjustments necessary for a fair presentation of results for such periods have been made.

The summary and selected consolidated financial and statistical data included or

incorporated by reference in the Registration Statement, the General Disclosure Package

and the Prospectus present fairly the information shown therein and such data have been

compiled on a basis consistent with the financial statements presented therein and the

books and records of the Company. Any disclosures contained in the Registration

Statement, the General Disclosure Package and the Prospectus regarding "non-GAAP
financial measures" (as such term is defined by the Rules and Regulations) comply in all

material respects with Regulation G under the Exchange Act and Item 10 of Regulation

S-K under the Act, to the extent applicable.

(xiii) KPMG, LLP (the "Accountants"), who have certified certain of the

financial statements filed with the Commission as part of, or incorporated by reference in,

the Registration Statement, the General Disclosure Package and the Prospectus, is an

independent registered public accounting firm with respect to the Company and the

Subsidiaries within the meaning of the Act, the applicable Rules and Regulations and the

rules and regulations of the Public Company Accounting Oversight Board (United States)

(the "PCAOB").

(xiv) Except as disclosed in the Registration Statement, the General Disclosure

Package and the Prospectus, neither the Company nor any of the Subsidiaries is aware of

(i) any material weakness in its internal control over financial reporting as of or since the

date of the most recent audited financial statements incorporated by reference therein or

(ii) change in internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, the Company's internal control over financial

reporting as of or since the date of the most recent unaudited interim financial statements

incorporated by reference therein.

(xv) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and

the rules and regulations promulgated by the Commission and the Exchange (as defined

below) thereunder (the "Sarbanes-Oxley Act") are applicable to the Company, there is

and has been no failure on the part of the Company to comply in all material respects

with the Sarbanes-Oxley Act.

(xvi) There is no action, suit, claim, proceeding, inquiry or investigation before

any court or governmental agency or otherwise, pending or, to the knowledge of the

Company, threatened against the Company or any of the Subsidiaries that is reasonably

likely to be determined adversely to the Company or any of the Subsidiaries and to result

in a Material Adverse Effect, except as set forth in the Registration Statement, the

General Disclosure Package and the Prospectus.

(xvii) Since the respective dates as of which information is given in the

Registration Statement, the General Disclosure Package and the Prospectus, as each may

be amended or supplemented, there has not been any material adverse effect on the

business, management, results of operations or financial condition of the Company and

its subsidiaries, taken as a whole.

(xviii) Neither the Company nor any Subsidiary is, or with the giving of notice or

lapse of time or both would be, (i) in violation of its certificate or articles of

incorporation, by-laws, certificate of formation, limited liability agreement, partnership

agreement or other organizational documents or (ii) in violation of or in default under any

agreement, lease, contract, indenture or other instrument or obligation material to the

conduct of the business of the Company and its subsidiaries, taken as a whole, to which it
is a party or by which it, or any of its respective properties, is bound and, solely with

respect to this clause (ii), which violation or default would reasonably be expected to

have a Material Adverse Effect. The execution and delivery of this Agreement and the

consummation of the transactions herein contemplated and the fulfillment of the terms

hereof will not conflict with or result in a breach of (i) any of the terms or provisions of,

or constitute a default under, any indenture, mortgage, deed of trust or other agreement or

instrument to which the Company or any Subsidiary is a party or by which the Company

or any Subsidiary or any of their respective properties is bound, except where such

breach or default would not reasonably be expected to result in a Material Adverse

Effect, (ii) the certificate or articles of incorporation or by-laws of the Company or (iii)

any material law, order, rule or regulation, judgment, order, writ or decree applicable to

the Company or any Subsidiary of any court or of any government, regulatory body or

administrative agency or other governmental body having jurisdiction.

(xix) The execution and delivery of, and the performance by the Company of its

obligations under, this Agreement has been duly and validly authorized by all necessary

corporate action on the part of the Company, and this Agreement has been duly executed

and delivered by the Company.

(xx) Any material approval, consent, order, authorization, designation,

declaration or filing by or with any regulatory, administrative or other governmental body

necessary in connection with the execution and delivery by the Company of this

Agreement and the consummation by the Company of the transactions herein

contemplated (except such additional steps as may be required by the Commission, the

Financial Industry Regulatory Authority, Inc. ("FINRA") or such steps as may be

necessary to qualify the Warrants and the Warrant Shares for public offering by the

Underwriters under state securities or Blue Sky laws) has been obtained or made and is in

full force and effect.

(xxi) The Company and each of the Subsidiaries hold all licenses, certificates,

consents, orders, approvals, permits and other authorizations from governmental

authorities to lease or own, as the case may be, and to operate, their respective properties

and to carry on their respective businesses, except where the failure to own, possess or

maintain such governmental licenses, certificates, consents, orders, approvals, permits

and other authorizations would not, individually or in the aggregate, reasonably be

expected to result in a Material Adverse Effect.

(xxii) Neither the Company, nor to the Company's knowledge, any of its affiliates,

has taken, directly or indirectly, any action designed to cause or result in, or which has

constituted or which might reasonably be expected to constitute, the stabilization or

manipulation of the price of the Warrants or the Warrant Shares to facilitate the sale or

resale of the Warrants excluding, for the avoidance of doubt, any bid for or purchase of

Warrants made pursuant to the process described in the General Disclosure Package.
(xxiii) Neither the Company nor any of the Subsidiaries is required to register as

an "investment company" within the meaning of such term under the Investment

Company Act of 1940 as amended (the " 1940 Act"), and the rules and regulations of the

Commission thereunder.

(xxiv) The Company and each of the Subsidiaries maintains a system of internal

accounting controls sufficient to provide reasonable assurances that (i) transactions are

executed in accordance with management's general or specific authorization; (ii)

transactions are recorded as necessary to permit preparation of financial statements in

conformity with GAAP and to maintain accountability for assets; (iii) access to assets is

permitted only in accordance with management's general or specific authorization; and

(iv) the recorded accountability for assets is compared with existing assets at reasonable

intervals and appropriate action is taken with respect to any differences.

(xxv) To the knowledge of the Company, the operations of the Company and the

Subsidiaries are and have been conducted at all times in material compliance with

applicable financial record-keeping and reporting requirements of the Currency and

Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering

statutes and applicable rules and regulations thereunder (collectively, the "Money

Launderina Laws"), and no action, suit or proceeding by or before any court or

governmental agency, authority or body or any arbitrator involving the Company or any

of the Subsidiaries with respect to the Money Laundering Laws is pending or, to the

Company's knowledge, threatened, which would reasonably be expected to have a

Material Adverse Effect.

(xxvi) Neither the Company nor, to the Company's knowledge, any director,

officer, agent, employee or affiliate of the Company is currently subject to any U.S.

sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury

Department ("OFAC").

(xxvii) Neither the Company nor any of the Subsidiaries nor, to the knowledge of

the Company, any director, officer, agent, employee or affiliate of the Company or any of

the Subsidiaries is aware of or has taken any action, directly or indirectly, that would

result in a violation by such persons of the Foreign Corrupt Practic ,es Act of 1977, as

amended, and the rules and regulations thereunder (the "FCPA"), including, without

limitation, making use of the mails or any means or instrumentality of interstate

commerce corruptly in furtherance of an offer, payment, promise to pay or authorization

of the payment of any money, or other property, gift, promise to give, or authorization of

the giving of anything of value to any "foreign official" (as such term is defined in the

F CPA) or any foreign political party or official thereof or any candidate for foreign

political office, in contravention of the FCPA and the Company, its subsidiaries and, to

the knowledge of the Company, its affiliates have conducted their businesses in

compliance with the FCPA and have instituted and maintain policies and procedures

designed to ensure, and which are reasonably expected to continue to ensure, continued

compliance therewith.
(xxviii)The Common Stock is registered pursuant to Section 12(b) of the

Exchange Act and is listed on the Nasdaq Global Select Market (the "Exchange"), and

the Company has not received any notification that the Commission or the Exchange is

contemplating terminating such registration or listing. The Warrant Shares have been

approved for listing on the Exchange subject to notice of issuance. The Warrants shall be

registered pursuant to Section 12(b) of the Exchange Act prior to the opening of trading

on the day after the day on which the submission deadline for the Auction occurs and

have been approved for listing on the Exchange subject to notice of issuance, and the

Company has not received any notification that the Commission or the Exchange is

contemplating terminating such registration or listing.

(b) The Selling Security Holder represents and warrants as follows:

(i) The Selling Security Holder now has and at the Closing Date will have

good and marketable title to the Warrants to be sold by it, free and clear of any liens,

encumbrances, equities and claims, and full right, power and authority to effect the sale

and delivery of the Warrants; and upon the delivery of, against payment for, the Warrants

pursuant to this Agreement, and assuming an Underwriter does not have notice of any

adverse claim (within the meaning of the Uniform Commercial Code as in effect in the

State of New York), such Underwriter will acquire good and marketable title thereto, free

and clear of any liens, encumbrances, equities and claims.

(ii) The Selling Security Holder has full right, power and authority to execute

and deliver this Agreement and to perform its obligations hereunder, and this Agreement

has been duly authorized, executed and delivered by or on behalf of the Selling Security

Holder.

(iii) No consent, approval or waiver is required under any instrument or

agreement to which the Selling Security Holder is a party or by which the Selling

Security Holder is bound in connection with the offering, sale or purchase by the

Underwriters of any of the Warrants which may be sold by the Selling Security Holder

under this Agreement or the consummation by the Selling Security Holder of any of the

other transactions contemplated hereby.

2. PURCHASE. SALE AND DELIVERY OF THE WARRANTS.

(a) On the basis of the representations, warranties and covenants herein contained,

and subject to the conditions herein set forth and the Auction procedures described in the

Preliminary Prospectus and the Prospectus, the Selling Security Holder agrees to sell to the

Underwriters and the Underwriters agree to severally and not jointly purchase as set forth in

Schedule I hereto, subject to any decrease pursuant to Section 2(b) once the Clearing Price (as

defined below) has been determined, an aggregate of 1,846,374 Warrants (the "Number of

Offered Warrants") at a price per Warrant equal to (i) the price per Warrant (the "Clearing

rice") to be agreed in writing between the Auction Agent and the Selling Security Holder (such

Clearing Price to be determined following the submission deadline for the Auction to be

commenced promptly following the execution of this Agreement), minus (ii) a discount per

10
Warrant equal to (1) 1.4% of the Clearing Price with respect to the first $200,000,000 of gross

proceeds of the offering of the Warrants plus (2) 0.9% of the Clearing Price with respect to gross

proceeds of the offering of the Warrants in excess of $200,000,000; provided that if the

aggregate discount for all Warrants sold would be less than $150,000, the discount percentage

shall be increased such that the aggregate discount is equal to $150,000.

(b) If the number of Warrants for which bids are received in the Auction is (i) less

than 50% of the Number of Offered Warrants, then no sales of Warrants shall be made pursuant

to this Agreement, (ii) 5 0% or more but less than 100% of the Number of Offered Warrants, then

the Selling Security Holder may, but shall not be required to, sell at the minimum price in the

Auction (which in such case shall be the Clearing Price for purposes of this Agreement) however

many Warrants it chooses to sell, up to the number of bids received in the Auction and (iii) 100%

or more of the Number of Offered Warrants but the Selling Security Holder determines in its sole

discretion not to sell any Warrants at the Clearing Price and so advises the Representative, then

no sales of Warrants shall be made pursuant to this Agreement. If (x) the Selling Security

Holder chooses to sell any Warrants in the case of subclause (ii) hereof, it shall sell a number of

Warrants equal to at least 50% of the Number of Offered Warrants and (y) if the Selling Security

Holder chooses to sell any Warrants in the case of subclause (iii) hereof, it shall sell 100% of the

Number of Offered Warrants. In the case of subclause (ii) or subclause (iii) hereof, the Selling

Security Holder shall notifyr the Representative as promptly as practicable after completion of the

Auction of the number of Warrants it will sell pursuant to this Agreement or its decision not to

sell any Warrants, as the case may be.

(c) Payment for the Warrants to be sold hereunder is to be made in Federal (same

day) funds to an account designated by the Selling Security Holder (or its agent) against delivery

of certificates therefor to the Representative by the Selling Security Holder (or its agent). Such

payment and delivery are to be made through the facilities of The Depository Trust Company at

10: 00 a.m., New York time, on December 9, 2013 or at such other time and date not later than

five business days thereafter as the Representative, the Company and the Selling Security Holder

shall agree upon, such time and date being herein referred to as the "Closing Date." (As used

herein, "business day" means a day on which the Exchange is open for trading and on which

banks in New York are open for business and not permitted by law or executive order to be

closed.)

3. OFFERING BY THE UNDERWRITERS.

It is understood that the several Underwriters plan to make a public offering of the

Warrants pursuant to the Auction promptly following the execution of this Agreement. It is

further understood that you will act as the Representative for the Underwriters in the offering and

sale of the Warrants in accordance with a Master Agreement Among Underwriters entered into by

you and the several other Underwriters.
4. COVENANTS OF THE COMPANY AND THE SELLING SECURITY HOLDER.

(a) The Company covenants and agrees with the several Underwriters that:

(i) The Company will (A) file with the Commission under Rule 424(b)

(without reliance on Rule 424(b)(8)) under the Act a Preliminary Prospectus in a form

approved by the Representative as promptly as practicable following the execution of this

Agreement; (B) prepare and timely file with the Commission under Rule 424(b) (without

reliance on Rule 424(b)(8)) under the Act a Prospectus in a form approved by the

Representative containing information previously omitted at the time of effectiveness of

the Registration Statement in reliance on Rules 430A, 430B or 430C under the Act, and

(C) not file any amendment to the Registration Statement or distribute an amendment or

supplement to the General Disclosure Package or the Prospectus (other than with respect

to a document required to be filed with the Commission pursuant to the Exchange Act

that will be incorporated by reference in the Registration Statement, the Preliminary

Prospectus, and which is not filed to correct a misstatement, an omission or noncompliance) or document incorporated by reference therein of which the Representative

and the Selling Security Holder shall not previously have been advised and furnished

with a copy or to which the Representative shall have reasonably objected in writing or

which is not in compliance with the Rules and Regulations.

(ii) The Company will (i) not issue an Issuer Free Writing Prospectus or a

"free writing prospectus" (as defined in Rule 405 under the Act) required to be filed by

the Company with the Commission under Rule 433 under the Act unless the

Representative approves its use in writing prior to first use (each, a "Permitted Free

Writing Prospectus"); provided that the prior written consent of the Representative hereto

shall be deemed to have been given in respect of the Issuer Free Writing Pro spectus(es)

included in Schedule III hereto, (ii) treat each Permitted Free Writing Prospectus as an

Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 163, 164 and

433 under the Act applicable to any Issuer Free Writing Prospectus, including the

requirements relating to timely filing with the Commission, legending and record keeping

and (iv) not take any action that would result in any Underwriter or the Company being

required to file with the Commission pursuant to Rule 43 3(d) under the Act a free writing

prospectus prepared by or on behalf of any Underwriter that such Underwriter otherwise

would not have been required to file thereunder.

(iii) The Company will advise the Representative and the Selling Security

Holder promptly (A) when any post-effective amendment to the Registration Statement

or new registration statement relating to the Warrants or the Warrant Shares shall have

become effective, or any supplement to the Prospectus shall have been filed, (B) of

receipt of any comments from the Commission, (C) of any request of the Commission for

amendment of the Registration Statement or for the filing of a new registration statement

or any amendment or supplement to the General Disclosure Package or the Prospectus or

any document incorporated by reference therein or otherwise deemed to be a part thereof

or for any additional information, (D) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or such new registration

statement or any order preventing or suspending the use of any Preliminary Prospectus,

any Issuer Free Writing Prospectus or the Prospectus, or of the institution of any

proceedings for that purpose or pursuant to Section 8A of the Act, and (E) of any notice

of objection of the Commission to the use of the Registration Statement or any such new

registration statement or any post-effective amendment thereto pursuant to Rule

401 (g)(2) under the Act. The Company will use reasonable best efforts to prevent the

issuance of any such order and to obtain as soon as possible the lifting thereof, if issued.

(iv) The Company agrees to pay the required filing fees to the Commission

relating to the Warrants and the Warrant Shares within the time required by Rule

456(b)(1) under the Act without regard to the proviso therein and otherwise in

accordance with Rules 456(b) and 457(r) under the Act.

(v) The Company will cooperate with the Representative in endeavoring to

qualify the Warrants and the Warrant Shares for sale under the securities laws of such

jurisdictions as the Representative may reasonably have designated in writing and will

make such applications, file such documents, and furnish such information as may be

reasonably required for that purpose, provided the Company shall not be required to

qualify as a foreign corporation or to file a general consent to service of process in any

jurisdiction where it is not now so qualified or required to file such a consent. The

Company will, from time to time, prepare and file such statements, reports, and other

documents, as are or may be required to continue such qualifications in effect for so long

a period as the Representative may reasonably request for distribution of the Warrants

and the Warrant Shares.

(vi) The Company will deliver to, or upon the order of, the Representative or

the Selling Security Holder, from time to time, as many copies of any Preliminary

Prospectus and any Issuer Free Writing Prospectus as the Representative or the Selling

Security Holder, as the case may be, may reasonably request. The Company will deliver

to, or upon the order of, the Representative or the Selling Security Holder during the

period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule

173(a) under the Act) (the "Prospectus Delivery Period") is required under the Act, as

many copies of the Prospectus in final form, or as thereafter amended or supplemented,

as the Representative or the Selling Security Holder, as the case may be, may reasonably

request.

(vii) The Company will comply with the Act, the Exchange Act and the Rules

and Regulations, so as to permit the completion of the distribution of the Warrants and

the Warrant Shares as contemplated in this Agreement and the Prospectus. If during the

period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a)

under the Act) is required by law to be delivered by the Representative or any dealer any

event shall occur as a result of which, in the judgment of the Company, it becomes

necessary to amend or supplement the Prospectus in order to make the statements therein,

in the light of the circumstances existing at the time the Prospectus (or the notice referred
to above) is delivered to a purchaser, not misleading, or, if it is necessary at any time to

amend or supplement the Prospectus to comply with any law, the Company promptly will

either (i) prepare and file with the Commission an appropriate amendment to the

Registration Statement or supplement to the Prospectus or (ii) prepare and file with the

Commission an appropriate filing under the Exchange Act which shall be incorporated by

reference in the Prospectus so that the Prospectus as so amended or supplemented will

not, in the light of the circumstances when it (or such notice) is so delivered, be

misleading, or so that the Prospectus will comply with the law.

(viii) If the General Disclosure Package is being used in connection with the

sale of the Warrants at a time when the Prospectus is not yet available to prospective

purchasers and any event shall occur as a result of which, in the judgment of the

Company, it becomes necessary to amend or supplement the General Disclosure Package

in order to make the statements therein, in the light of the circumstances existing at the

time, not misleading, or to make the statements therein not conflict with the information

contained in the Registration Statement then on file, or if it is necessary at any time to

amend or supplement the General Disclosure Package to comply with any law, the

Company promptly will either (i) prepare, file with the Commission (if required) and

furnish to the Representative and any dealers an appropriate amendment or supplement to

the General Disclosure Package or (ii) prepare and file with the Commission an

appropriate filing under the Exchange Act which shall be incorporated by reference in the

General Disclosure Package so that the General Disclosure Package as so amended or

supplemented will not, in the light of the circumstances existing at the time, be

misleading or conflict with the Registration Statement then on file, or so that the General

Disclosure Package will comply with law.

(ix) The Company will make generally available to its security holders, as

soon as it is practicable to do so, but in any event not later than 15 months after the

effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an

earnings statement (which need not be audited) in reasonable detail, complying with the

requirements of Section 11(a) of the Act and Rule 158 under the Act; provided that the

Company may make such earnings statements generally available by filing quarterly and

annual reports with the Commission as may be required by the Exchange Act.

(x) No offering, sale, short sale or other disposition of any warrants or shares of

Common Stock of the Company or other securities convertible into or exchangeable or

exercisable for shares of Common Stock or derivative of Common Stock (or agreement for

such) will be made for a period of 45 days after the date of the Prospectus (such period, the

"Lockup Period"), directly or indirectly, by the Company otherwise than hereunder or with

the prior written consent of the Representative. Such restrictions shall not apply to (i) the

issuance by the Company of Common Stock or securities convertible into or exchangeable

for Common Stock in connection with the exercise of any option or warrant or the

conversion of a security outstanding on the date of this Agreement, (ii) the sale or

distribution by the Company of equity securities and/or options or other rights in respect

thereof solely registered on Form S-4 or S-8 (or any successor form), (iii) grants and
issuances by the Company of shares of equity securities and/or options or other rights in

respect thereof pursuant to stock-based compensation or incentive plans of the Company,

(iv) the issuance of shares of Common Stock in connection with dividend reinvestment

pians or employee stock purchase plans, and (v) issuances of shares of Common Stock in

connection with any court order or decree.

(xi) The Company will use reasonable best efforts to effect and maintain,

subject to notice of issuance, the listing of the Warrant Shares issuable upon the exercise

of the Warrants on the Exchange and to maintain the listing of the Warrants on the

Exchange.

(xii) The Company will reserve and keep available at all times, free of

preemptive or other similar rights, a sufficient number of shares of Common Stock for

the purpose of enabling the Company to satisfy any obligations to issue such shares upon

exercise of the Warrants.

(xiii) The Company has caused each executive officer and director of the

Company identified on Schedule IV to furnish to you a letter or letters, dated the date

hereof, substantially in the form attached hereto as Exhibit B (the "Lockup Agreement").

(xiv) The Company will maintain a transfer agent and, if necessary under the

jurisdiction of incorporation of the Company, a registrar for the Warrants and for the

Common Stock.

(xv) The Company will not take, directly or indirectly, any action designed to

cause or result in, or that has constituted or might reasonably be expected to constitute,

the stabilization or manipulation of the price of the Warrants or the Common Stock

excluding, for the avoidance of doubt, any bid for or purchase of Warrants made pursuant

to the process described in the General Disclosure Package.

(b) The Selling Security Holder covenants and agrees with the several Underwriters

that it will not prepare or have prepared on its behalf or use or refer to, any "free writing

prospectus" (as defined in Rule 405 under the Act), and agrees that it will not distribute any

written materials in connection with the offer or sale of the Warrants without the prior approval

of the Representative.

5. COSTS AND EXPENSES.

The Company will pay all costs, expenses and fees incident to the performance of its

obligations under this Agreement and certain costs, expenses and fees of the Selling Security

Holder, including, without limiting the generality of the foregoing, the following: (i) accounting

fees of the Company; (ii) the fees and disbursements of counsel for the Company and the

reasonable fees and disbursements of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel

for Selling Security Holder, not to exceed $25,000; (iii) any roadshow expenses; (iv) the cost of

printing and delivering to, or as requested by, the Representative copies of the Registration

Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this
Agreement and any supplements or amendments thereto; (v) the filing fees of the Commission;

(vi) the filing fees and expenses (including legal fees and disbursements) incident to securing any

required review by FINRA of the tenms of the sale of the Warrants relating specifically to this

offering of Warrants; (vii) any listing fee of the Exchange with respect to the Warrants or the

Warrant Shares; and (viii) the expenses, including the reasonable fees and disbursements of

Underwriter Counsel (as defined herein), incurred in connection with the qualification of the

Warrants and the Warrant Shares under state securities or Blue Sky laws relating specifically to

this offering of Warrants. The Selling Security Holder will pay all costs, fees and expenses

incident to the performance of its obligations under this Agreement to the extent not paid by the

Company. Neither the Company nor the Selling Security Holder shall be required to pay for any

Underwriter's expenses (other than those related to state securities or Blue Sky laws and

qualification under FINRA regulations) except that if this Agreement shall not be consummated

(a) because the conditions in Section 6 hereof (other than Section 6(b)) are not satisfied, (b)

because this Agreement is terminated by the Representative pursuant to Section 11 (a)(i), (v) or

(vi) or Section 11 (b) hereof, or (c) by reason of any failure, refusal or inability on the part of the

Company to perform any undertaking or satisfy any condition of this Agreement or to comply

with any of the terms hereof on their part to be performed, unless such failure, refusal or inability

is (1) due primarily to the default or omission of any Underwriter or (2) because the Selling

Security Holder is not selling any Warrants pursuant to Section 2(b) of this Agreement, then in

the case of any of (a), (b) or (c) the Company shall reimburse the several Underwriters for

reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably

incurred in connection with investigating, marketing and proposing to market the Warrants or in

contemplation of performing their obligations hereunder; provided that the Company and the

Selling Security Holder shall not in any event be liable to the several Underwriters for damages

on account of loss of anticipated profits from the sale by them of the Warrants.

The provisions of this Section shall not supersede or otherwise affect any agreement that

the Company and the Selling Security Holder may otherwise have for the allocation of such

expenses between them.

6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

The several obligations of the Underwriters to purchase the Warrants on the Closing Date

are subject to the accuracy, as of the Applicable Time and the Closing Date, of the

representations and warranties of the Company and the Selling Security Holder contained herein,

and to the performance by the Company and the Selling Security Holder of their respective

covenants and obligations hereunder and to the following additional conditions:

(a) The Preliminary Prospectus, the Prospectus and each Issuer Free Writing

Prospectus shall have been filed as required by Rules 424 (without reliance on Rule 424(b)(8)),

430OA, 43GOB, 430OC or 43 3 under the Act, as applicable, within the time period prescribed by, and

in compliance with, the Rules and Regulations, and any request of the Commission for additional

information (to be included in the Registration Statement or otherwise) shall have been disclosed

to the Representative and complied with to its reasonable satisfaction. No stop order suspending

the effectiveness of the Registration Statement, as amended from time to time, shall have been
issued, no proceedings for that purpose or pursuant to Section 8A under the Act shall have been

taken or, to the knowledge of the Company, shall be contemplated or threatened by the

Commission; no notice of objection of the Commission to the use of the Registration Statement

or any post-effective amendment thereto pursuant to Rule 401 (g)(2) under the Act shall have

been received; and no injunction, restraining order or order of any nature by a Federal or state

court of competent jurisdiction shall have been issued as of the Closing Date which would

prevent the offer or sale of the Warrants.

(b) The Selling Security Holder and the Representative shall have agreed to the

Clearing Price in writing.

(c) The Representative and Selling Security Holder shall have received on the

Closing Date the opinion of Wachtell, Lipton, Rosen & Katz, outside counsel for the Company

("Company Outside Counsel"), dated the Closing Date, addressed to the Underwriters and

Selling Security Holder in a form previously agreed upon.

(d) The Representative and Selling Security Holder shall have received on the

Closing Date the opinion of Perry Oei, in-house counsel for the Company ("Company In-House

Counsel"), dated the Closing Date, addressed to the Underwriters and Selling Security Holder in

a form previously agreed upon.

(e) The Representative shall have received from Cleary Gottlieb Steen & Hamilton

LLP, counsel for the Underwriters ("Underwriter Counsel"), an opinion dated the Closing Date,

in form and substance reasonably satisfactory to the Representative, and such counsel shall have

received such documents and information as they may reasonably request to enable them to pass

upon such matters. Such opinion shall include a statement to the effect that nothing has come to

the attention of such counsel which leads them to believe that (i) the Registration Statement, or any

amendment thereto, as of the time it became effective under the Act (including the information

deemed to be a part of the Registration Statement at the time it became effective pursuant to Rules

430A, 430B or 430C under the Act) as of the Closing Date contained or contains an untrue

statement of a material fact or omitted or omits to state a material fact required to be stated therein

or necessary to make the statements therein not misleading, (ii) the General Disclosure Package, as

of the Applicable Time, contained an untrue statement of a material fact or omitted to state a

material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading and (iii) the Prospectus, or any supplement thereto, on

the date it was filed pursuant to the Rules and Regulations and as of the Closing Date contained or

contains an untrue statement of a material fact or omitted or omits to state a material fact, necessary

in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading (except that such counsel need express no view as to financial statements and

schedules and other financial data therein). With respect to such statement, Underwriter Counsel

may state that their belief is based upon the procedures set forth therein, but is without independent

check and verification.

(f) The Representative and Selling Security Holder shall have received, on the date

of this Agreement and on the Closing Date, a letter dated such date in form and substance
satisfactory to you and the Selling Security Holder, of the Accountants confirming that they are

an independent registered public accounting firm with respect to the Company and the

Subsidiaries within the meaning of the Act, the applicable Rules and Regulations and the rules

and regulations of the PCAOB and stating that in their opinion the financial statements and

schedules examined by them and included or incorporated by reference in the Registration

Statement, the General Disclosure Package and the Prospectus comply in form in all material

respects with the applicable accounting requirements of the Act and the related Rules and

Regulations; and containing such other statements and information as is ordinarily included in

accountants' "comfort letters" to underwriters or selling security holders, as applicable, with

respect to the financial statements and certain financial and statistical information contained in

the Registration Statement, the General Disclosure Package and the Prospectus.

(g) The Representative and Selling Security Holder shall have received on the

Closing Date a certificate or certificates of the Chief Financial Officer of the Company to the

effect that, as of the Closing Date, each of them severally represents, to the best of his or her

knowledge, as follows:

(i) The Registration Statement has become effective under the Act and no

stop order suspending the effectiveness of the Registration Statement or no order

preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing

Prospectus or the Prospectus has been issued, no proceedings for such purpose or

pursuant to Section 8A of the Act have been taken or are, to his or her knowledge,

contemplated or threatened by the Commission, and no notice of objection of the

Commission to the use of the Registration Statement or any post-effective amendment

thereto pursuant to Rule 401 (g)(2) under the Act shall have been received;

(ii) The representations and warranties of the Company contained in Section

1 (a) hereof are true and correct as of the Closing Date; and

(iii) Since the respective dates as of which information is given in the

Registration Statement, the General Disclosure Package and Prospectus, and except as

otherwise publicly disclosed, there has not been any material adverse effect on the

business, management, results of operations, or financial condition of the Company and

its subsidiaries taken as a whole.

(h) The Warrants and Warrant Shares have been duly listed or approved for listing,

subject to notice of issuance, on the Exchange.

(i) The Lockup Agreements are in full force and effect.

If any of the conditions hereinabove provided for in this Section 6 shall not have been

fulfilled when and as required by this Agreement to be fulfilled, the obligations of the

Underwriters hereunder may be terminated by the Representative by notifying the Company and

the Selling Security Holder of such termination in writing at or prior to the Closing Date.
In such event, the Selling Security Holder, the Company and the Underwriters shall not be

under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

7. CONDITIONS OF THE OBLIGATIONS OF THE SELLING SECURITY HOLDER.

The obligations of the Selling Security Holder to sell and deliver the Warrants required to

be delivered as and when specified in this Agreement are subject to the conditions that (a) at the

Closing Date no stop order suspending the effectiveness of the Registration Statement shall have

been issued and in effect or proceedings therefor initiated or threatened and (b) the Selling

Security Holder and the Representative shall have agreed to the Clearing Price in writing.

8. INDEMNIFICATION.

(a) The Company agrees:

(i) to indemnify and hold harmless each Underwriter, the directors and

officers of each Underwriter, each person, if any, who controls any Underwriter within

the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and the

Selling Security Holder, against any losses, claims, damages or liabilities to which such

Underwriter, any such controlling person or Selling Security Holder may become subject

under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or

actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue

statement or alleged untrue statement of any material fact contained in the Registration

Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General

Disclosure Package, the Prospectus or any amendment or supplement thereto, (ii) with

respect to the Registration Statement or any amendment or supplement thereto, the

omission or alleged omission to state therein a material fact required to be stated therein

or necessary to make the statements therein not misleading or (iii) with respect to any

Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure

Package, the Prospectus or any amendment or supplement thereto, the omission or

alleged omission to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading in the light of the circumstances under

which they were made; provided, however, that the Company will not be liable in any

such case to the extent that any such loss, claim, damage or liability arises out of or is

based upon an untrue statement or alleged untrue statement, or omission or alleged

omission made in the Registration Statement, any Preliminary Prospectus, any Issuer

Free Writing Prospectus, the General Disclosure Package, the Prospectus, or such

amendment or supplement, in reliance upon and in conformity with written information

furnished to the Company by the Selling Security Holder or by or through the

Representative on behalf of any Underwriters specifically for use therein, it being

understood and agreed that the only such information furnished by any Underwriter

consists of the information described as such in Section 13 herein; and

(ii) to reimburse each Underwriter, each Underwriter's directors and officers,

each such controlling person of any of them and the Selling Security Holder upon

demand for any legal or other out-of-pocket expenses reasonably incurred by such

19
Underwriter, such Underwriter's directors and officers, such controlling person of any of

them or the Selling Security Holder in connection with investigating or defending any

such loss, claim, damage or liability, action or proceeding or in responding to a subpoena

or governmental inquiry related to the offering of the Warrants, whether or not such

Underwriter, such Underwriter's directors and officers, such controlling person of any of

them or the Selling Security Holder is a party to any action or proceeding. In the event

that it is finally judicially determined that the Underwriters or Selling Security Holder

were not entitled to receive payments for legal and other expenses pursuant to this

subparagraph, the Underwriters or Selling Security Holder will promptly return all sums

that had been advanced pursuant hereto.

This indemnity agreement will be in addition to any liability the Company may otherwise

have.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the

Company, each of its directors, each of its officers who have signed the Registration Statement,

the Selling Security Holder, and each person, if any, who controls the Company or the Selling

Security Holder within the meaning of the Act, against any losses, claims, damages or liabilities

to which the Company or any such director, officer, Selling Security Holder or controlling

person may become subject under the Act or otherwise, insofar as such losses, claims, damages

or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any

untrue statement or alleged untrue statement of any material fact contained in the Registration

Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General

Disclosure Package, the Prospectus or any amendment or supplement thereto, or (ii) the omission

or alleged omission to state therein a material fact required to be stated therein or necessary to

make the statements therein not misleading in the light of the circumstances under which they

were made; and will reimburse any legal or other expenses reasonably incurred by the Company

or any such director, officer, Selling Security Holder or controlling person in connection with

investigating or defending any such loss, claim, damage, liability, action or proceeding;

provided, however, that each Underwriter will be liable in each case to the extent, but only to the

extent, that such untrue statement or alleged untrue statement or omission or alleged omission

has been made in the Registration Statement, any Preliminary Prospectus, any Issuer Free

Writing Prospectus, the General Disclosure Package, the Prospectus or such amendment or

supplement, in reliance upon and in conformity with written information furnished to the

Company by or through the Representative or on behalf of such Underwriter specifically for use

therein, it being understood and agreed that the only such information furnished by or on behalf

of any Underwriter consists of the informnation described as such in Section 13 herein. This

indemnity agreement will be in addition to any liability such Underwriter may otherwise have.

(c) In case any proceeding (including any governmental investigation) shall be

instituted involving any person in respect of which indemnity may be sought pursuant to this

Section 8, such person (the "indemnified party") shall promptly notify the person against whom

such indemnity may be sought (the "indemnifying party") in writing. No indemnification
provided for in Section 8(a) or (b) shall be available to any party who shall fail to give notice as

provided in this Section 8(c) if the party to whom notice was not given was unaware of the

proceeding to which such notice would have related and was materially prejudiced by the failure

to give such notice, but the failure to give such notice shall not relieve the indemnifying party or

parties from any liability which it or they may have to the indemnified party for contribution or

otherwise than on account of the provisions of Section 8(a) or (b). In case any such proceeding

shall be brought against any indemnified party and it shall notify the indemnifying party of the

commencement thereof, the indemnifying party shall assume the defense thereof, including the

employment of counsel reasonably satisfactory to such indermified party and payment of all fees

and expenses. The indemnified party or any such controlling person shall have the right to

employ separate counsel in any such action and participate in the defense thereof, but the fees

and expenses of such counsel shall be at the expense of the indemnified party or such controlling

person unless (i) the employment of such counsel shall have been specifically authorized in

writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the

defense and employ counsel or (iii) the named parties to any such action (including any

impleaded parties) include both the indermified party or such controlling person and the

indemnifying party and the indemnified party or such controlling person shall have been advised

by such counsel that there may be one or more legal defenses available to it which are different

from or additional to those available to the indemnifying party (in which case the indemnifying

party shall not have the right to assume the defense of such action on behalf of the indemnified

party or such controlling person); provided, however, that the indemnifying party shall not, in

connection with any one such action or separate but substantially similar or related actions in the

same jurisdiction arising out of the same general allegations or circumstances, be liable for the

reasonable fees and expenses of more than one separate firm of attorneys (in addition to any

local counsel) for the indemnified party and controlling persons, which firm shall be designated

in writing by the indemnified party with respect to such action or actions. The indemnifying

party shall not be liable for any settlement of any proceeding effected without its written consent

but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying

party agrees to indemnify the indemnified party from and against any loss or liability by reason

of such settlement or judgment. In addition, the indemnifying party will not, without the prior

written consent of the indemnified party, settle or compromise or consent to the entry of any

judgment in any pending or threatened claim, action or proceeding of which indemnification may

be sought hereunder (whether or not any indemnified party is an actual or potential party to such

claim, action or proceeding) unless such settlement, compromise or consent includes an

unconditional release of each indemnified party from all liability arising out of such claim, action

or proceeding.

(d) To the extent the indemnification provided for in this Section 8 is unavailable to

or insufficient to hold harmless an indemnified party under Section 8(a) or (b) above in respect

of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred

to therein, then each indemnifying party shall contribute to the amount paid or payable by such

indemnified party as a result of such losses, claims, damages or liabilities (or actions or

proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits

received by the Company and the Selling Security Holder on the one hand and the Underwriters

on the other from the offering of the Warrants. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law then each indemnifying party

shall contribute to such amount paid or payable by such indemnified party in such proportion as

is appropriate to reflect not only such relative benefits but also the relative fault of the Company

and the Selling Security Holder on the one hand and the Underwriters on the other in connection

with the statements or omissions which resulted in such losses, claims, damages or liabilities (or

actions or proceedings in respect thereof), as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Selling Security Holder on the one hand

and the Underwriters on the other shall be deemed to be in the same proportion as the total net

proceeds from the offering (before deducting expenses) received by the Selling Security Holder

bear to the total underwriting discounts and commissions received by the Underwriters, in each

case as set forth in the table on the cover page of the Prospectus. The relative fault shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or the omission or alleged omission to state a material fact relates to

information supplied by the Company or the Selling Security Holder on the one hand or the

Underwriters on the other and the parties' relative intent, knowledge, access to information and

opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if

contributions pursuant to this Section 8(d) were determined by pro rata allocation (even if the

Underwriters were treated as one entity for such purpose) or by any other method of allocation

which does not take account of the equitable considerations referred to above in this Section

8(d). The amount paid or payable by an indenified party as a result of the losses, claims,

damages or liabilities (or actions or proceedings in respect thereof) referred to above in this

Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such

indemnified party in connection with investigating or defending any such action or claim.

Notwithstanding the provisions of this Section 8(d), (i) no Underwriter shall be required to

contribute any amount in excess of the underwriting discounts and commissions applicable to the

Warrants purchased by such Underwriter and (ii) no person guilty of fraudulent

misrepresentation (within the meaning of Section 11 (f) of the Act) shall be entitled to

contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) Any expenses for which an indemnified party is entitled to indemnification or

contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party

as such expenses are incurred. The indemnity and contribution agreements contained in this

Section 8 and the representations and warranties of the Company set forth in this Agreement

shall remain operative and in full force and effect, regardless of (i) any investigation made by or

on behalf of any Underwriter, its directors or officers or any person controlling any Underwriter,

the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of

any Warrants and payment therefor hereunder, and (iii) any termination of this Agreement.

(f) The provisions of this Section 8 shall not be deemed to supersede or otherwise

affect the Letter Agreement dated December 5, 2008 between the Company and the Selling

Security Holder (and the Securities Purchase Agreement Standard Terms incorporated therein),

pursuant to which the Selling Security Holder purchased the Warrants from the Company, with
respect to the rights (including the rights of their respective agents) and obligations of each of

them to the other pursuant thereto.

9. DEFAULT BY UNDERWRITERS.

If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of

the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than

by reason of any default on the part of the Company or the Selling Security Holder), you, as

Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or

more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in

such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the

defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such

Representative, shall not have procured such other Underwriters, or any others, to purchase the

Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the

aggregate number of Warrants with respect to which such default shall occur does not exceed

10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be

obligated, severally, in proportion to the respective numbers of Warrants they are obligated to

purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed

to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall

occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security

Holder or you as the Representative will have the right, by written notice given within the next

36-hour period to the parties to this Agreement, to terminate this Agreement without liability on

the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder

except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any

Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed

for such period, not exceeding seven days, as you, as Representative, may determine in order that

the required changes in the Registration Statement, the General Disclosure Package or in the

Prospectus or in any other documents or arrangements may be effected. The term "Underwriter"

includes any person substituted for a defaulting Underwriter. Any action taken under this

Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of

such Underwriter under this Agreement
11. TERMINATION.

This Agreement may be terminated by the Representative by notice to the Company and

the Selling Security Holder (a) at any time prior to the Closing Date if any of the following has

occurred: (i) since the respective dates as of which information is given in the Registration

Statement, the General Disclosure Package and the Prospectus, any material adverse change or

any development involving a prospective material adverse change in or affecting the business,

management, operations or financial condition of the Company and the Subsidiaries taken as a

whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation

of hostilities or declaration of war or national emergency or other national or international

calamity or crisis (including, without limitation, an act of terrorism) or change in economic or

political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity,

crisis or change on the financial markets of the United States would, in your judgment, be so

material and adverse as to make it impractical or inadvisable to market the Warrants or enforce

contracts for the sale of the Warrants, (iii) suspension of trading in securities generally on the

Exchange or limitation on prices (other than limitations on hours or numbers of days of trading)

for securities on the Exchange, (iv) the declaration of a banking moratorium by United States or

New York State authorities, (v) any downgrading in the rating of any of the Company's debt

securities by any "nationally recognized statistical rating organization" (as defined for purposes

of Section 3(a)(62) under the Exchange Act), or (vi) the suspension of trading of the Common

Stock by the Exchange, the Commission, or any other governmental authority; or (b) as provided

in Section 6 of this Agreement.

12. SUCCESSORS.

This Agreement has been and is made solely for the benefit of the Underwriters, the

Company and the Selling Security Holder and their respective successors, executors,

administrators, heirs and assigns, and the officers, directors and controlling persons referred to

herein, and no other person will have any right or obligation hereunder. No purchaser of any of

the Warrants from any Underwriter shall be deemed a successor or assign merely because of

such purchase.

13. INFORMATION PROVIDED BY UNDERWRITER.

The parties hereto acknowledge and agree that the only information furnished or to be

furnished by the Representative on behalf of the Underwriters to the Company for inclusion in

the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or

the Prospectus consists of (i) the information contained in the section of the prospectus

supplement entitled "Auction Process" and (ii) the information in the third paragraph, the third

sentence of the eighth paragraph, the first and third sentences of the ninth paragraph and the

second and third sentence of the tenth paragraph contained in the section of the prospectus

supplement entitled "Underwriting."
14. INFORMATION PROVIDED BY SELLING SECURITY HOLDER.

The parties hereto acknowledge and agree that the only information furnished or to be

furnished by the Selling Security Holder to the Company for inclusion in the Registration

Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus

consists of the information contained in (i) the information contained in the second paragraph of

the section of the prospectus supplement entitled "Selling Security Holder" and (ii) the section of

the prospectus supplement entitled "-Selling Security Holder-Governmental Immunity."

15. MISCELLANEOUS.

The reimbursement, indemnification and contribution agreements contained in this

Agreement and the representations, warranties and covenants in this Agreement shall remain in

full force and effect regardless of (a) any termination of this Agreement, (b) any investigation

made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the

Company or its directors or officers or the Selling Security Holder or controlling person thereof,

as the case may be, and (c) delivery of and payment for the Warrants under this Agreement.

The Company acknowledges and agrees that each Underwriter in providing investment

banking services to the Company or others in connection with the offering, including in acting

pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and

not as a fiduciary, and the Company does not intend any Underwriter to act in any capacity other

than as an independent contractor, including as a fiduciary or in any other position of higher

trust.

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.

This Agreement shall be governed by and construed in accordance with the laws of the

State of New York; provided that all rights and obligations of the Selling Security Holder under

this Agreement shall be governed by and construed in accordance with the federal law of the

United States of America. To the extent that a court looks to the laws of any State to determine

or define the United States federal law, it is the intention of the parties hereto that such court

shall look only to the laws of the State of New York without regard to its rules of conflicts of

laws.

The Underwriters, on the one hand, and the Company (on its own behalf and, to the

extent permitted by law, on behalf of its stockholders), on the other hand, waive any right to trial

by jury in any action, claim, suit or proceeding with respect to your engagement as underwriter

or your role in connection herewith.

[Remainder of Page Intentionally Left Blank]
If the foregoing letter is in accordance with your understanding of our agreement, please

sign and return to us the enclosed duplicates hereof, whereupon it will become a binding

agreement among the Selling Security Holder, the Company and the several Underwriters in

accordance with its terms.

Very truly yours,

CATHAY GENERAL BANCORP

By

UNITED STATES DEPARTMENT OF THE

TREASURY, as Selling Security Holder

By __________

The foregoing Underwriting Agreement

is hereby confirmed and accepted as

of the date first above written.

DEUTSCHE BANK SECURITIES INC.

As Representative of the several Underwriters

listed on Schedule I

By: Deutsche Bank Securities Inc.

Authorized Officer

[Signature Page to Cathay General Bancorp Underwriting Agreement]

Authorized Officer
IF the foregoing letter is in accordance with your understanding of our agreement, please

sign and return to us the enclosed duplicates hereof, whereupon it will become a binding

agreement among the Selling Security Holder, the Company and the several Underwiters in

accordance with its terms.

Very truly yours,

CATHAY GENERAL BANCORP

By___________

UNITED STATES DEPARTMENT OF THE

The foregoing Underwriting Agreement

is hereby confirmed and accepted as

of the date first above written.

DEUTSCHE BANK SECUJRITIES INC.

As Representative of the several Underwriters

listed on Schedule I

By: Deutsche Bank Securities Inc.

By

Authorized Officer

By

Authorized Officer

[Signature Page to Cathay General Bancorp Underwriting Agreement]
If the foregoing letter is in accordance with your understanding of our agreement, please

sign and return to us the enclosed duplicates hereof, whereupon it will become a binding

agreement among the Selling Security Holder, the Company and the several Underwriters in

accordance with its terms.

Very truly yours,

CATHAY GENERAL. BANCORP

By__ _ _ _ _ _ _ _ _ _ _

UNITED STATES DEPARTMENT OF THE

TREASURY, as Selling Security Holder

By _ _ _ _ _ _ _ _ _ _ _ _

The foregoing Underwriting Agreement

is hereby confirmed and accepted as

of the date first above written.

DEUTSCH E BANK SECURITIES INC.

As Representative of the several Underwriters

listed on Schedule I

By: Deutsche Bank Securities Inc.

ISignature Page to Cathay General Bancorp Underwriting Agreement!

Authorized Officer
SCHEDULE I

SCHEDULE OF UNDERWRITERS

Underwriter

Deutsche Bank Securities Inc.

Total

Number of Warrants

to be Purchased

1,846,374

1,846,374
SCHEDULE II

Free Writing Prospectus dated December 3, 2013, filed by the Company pursuant to Rule 433 under

the Act, describing the commencement time and certain other advance details of the Auction.
U.S. TREASURY DEPARTMENT

OFFICE OF PUBLIC AFFAIRS

FOR IMMEDIATE RELEASE: December 3,2013

CONTACT: Treasury Public Affairs (202) 622-2960

TREASURY DEPARTMENT ANNOUNCES PUBLIC OFFERING

OF WARRANTS TO PURCHASE COMMON STOCK OF

CATHAY GENERAL BANCORP

WASHINGTON -- The U.S. Department of the Treasury announced today that it has

commenced a secondary public offering of 1,846,374 warrants to purchase the common stock of

Cathay General Bancorp (the "Company"). The proceeds of this sale will provide an additional

return to the American taxpayer from Treasury's investment in the Company beyond the

dividend payments it received on the related preferred stock. The offering is expected to price

through a modified Dutch auction. Deutsche Bank Securities Inc. is the sole book-running

manager for this offering.

Deutsche Bank Securities Inc., in its capacity as auction agent, has specified that the auction will

commence at 8 a.m., Eastern Time, on December 3, 2013, and will close at 6:30 p.m., Eastern

Time, on that same day (the "submission deadline"). During the auction period, potential

bidders for the warrants will be able to place bids at any price (in increments of $ 0. 10) at or

above the minimum bid price of $6.50 per warrant.

The auction procedure, and the applicable exercise price, expiration, and other terms of the

warrants are described in the preliminary prospectus supplement referenced below.

The issuer has filed a registration statement (including a prospectus) with the Securities and

Exchange Commission (the "SEC") for the offering to which this communication relates. Before

you invest, you should read the prospectus in that registration statement and other documents the

issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange
to send you the base prospectus and prospectus supplement if you request them from Deutsche

Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, New York 10005-

2836, telephone: 1-800-503-4611, or by email at prospectus. CPDG(~db. com.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor

shall there be any sale of these securities in any state or jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such state or jurisdiction.
SCHEDULE III

Any Permitted Free Writing Prospectus filed with the Commission on the date of this

Agreement

None