exv4w1






EXHIBIT 4.1








	Fixed Rate Cumulative Perpetual            r. . D t
, . . . * Fixed Rate Cumulative Perpetual
Preferred Stock, Series C            D      , . ~ .K _
Preferred Stock, Series C
PAR VALUE $0.01 THI§ CERTIF,CATE ,s TRANSFERABLE 1N
JERSEY CITY, NJ AND PITTSBURGH, PA
Certificate JS0L Shares
Number *JCC
PC°0001 UCBH HOLDINGS, INC. *298’737*
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT UNITED STATES DEPARTMENT | CUSIP 90262T5Q6
OF THE TREASURY
TRANSFER OF THIS
CERTIFICATE IS
RESTRICTED SEE LEGEND
ON REVERSE SIDE
£
is the owner OF***TWO HUNDRED NINETY EIGHT THOUSAND SEVEN HUNDRED THIRTY SEVEN***
FULLY PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK,
SERIES C OF
UCBH Holdings, Inc. transferable in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented hereby are
subject to the provisions of the Certificate of Incorporation, all amendments thereto, and the
Bylaws of the Corporation, and to the rights, preferences and voting powers of the Preferred
Stock of the Corporation now or hereafter outstanding; the terms of all such provisions,
rights, preferences and voting powers being incorporated herein by reference. This certificate
is not valid until countersigned by the Transfer Agent and registered by the Registrar.
IN WITNESS THEREOF, UCBH Holdings, Inc. has caused this certificate to be executed by
signatures of its duly authorized officers and has caused its corporate seal to be hereunto
affixed.




	DATED NOVEMBER 14, 2008
COUNTERSIGNED AND REGISTERED
MELLON INVESTOR SERVICES LLC
President            TRANSFER AGENT AND REGISTRAR
Secretary
















 







THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.








The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:






	 	 	 	 	 
	TEN COM

	 	-
	 	as tenants in common
	 
	 	 	 	 
	TEN ENT

	 	-
	 	as tenants by the entireties
	JT TEN

	 	-
	 	as joint tenants with right of survivorship




and not as tenants in common









	 	 	 
	UNIF GIFT MIN ACT-

	 	Custodian

	 
	 

	 	(CUST)                        (Minor)
	 
	under Uniform Gifts to
Minors Act
	 
	 

	 	                  (STATE)
	 
	UNIF TRF MIN ACT

	 	       Custodian (until age...).
	 
	 

	 	(CUST)                             (MINOR)
	 
	under Uniform Transfers to Minors Act..........
	 
	 

	 	                               (STATE)











     Additional abbreviations may also be used though not in the
above list.






For Value Received,                     hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE






 





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)


 





	 	 	 
	 

	 	shares
	 
	 	 
	of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute
and appoint
	 	 
	 
	 	 
	 

	 	Attorney
	 
	 	 
	to transfer the said stock on the books of the
within named Corporation with full power of
substitution in the premises.
	 	 






	 	 	 	 	 
	Dated:        
             
             
        20          
          
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature:	 	 
	SIGNATURE(S) GUARANTEED:	 	NOTE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
	 
	 	 	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15.