EXHIBIT
      10.3

    

      CONSENT

       

      We,
        the
        undersigned, hereby do consent to the adoption of the amendments to the “Benefit
        Plans” as defined in and as described in the attached "Unanimous Written Consent
        in Lieu of Meeting to Amend Benefit Plans to Comply With Emergency Economic
        Stabilization Act adopted as of October 31, 2008, by the Executive Compensation
        Committee of the Board of Directors, as and to the extent, and for the period,
        required by the provisions of Section 111 of the Emergency Economic
        Stabilization Act of 2008 (“EESA”) applicable to participants in the Capital
        Purchase Program under EESA and the regulation issued by the Department of
        the
        Treasury as published in the Federal Register on October 20, 2008. 

       

       

      
        	 	
                Agreed
                  to and acknowledged 

                as
                  of the __________day of______________,
                  2008:

              


      

       

      
        
           

        

        
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      WHEREAS
        Cathay General Bancorp (the “Company”) has entered or will enter into a
        Securities Purchase Agreement with the United States Department of Treasury
        (the
“Agreement”) as part of the Capital Purchase Program under the Emergency
        Economic Stabilization Act of 2008 as amended from time to time
        (“EESA”);
        and

      


      WHEREAS
        pursuant to Section 1.2(d)(iv) of the Agreement, the Company is required
        to
        amend its “Benefit Plans” with respect to its “Senior Executive Officers” (as
        such terms are defined in the Agreement) to the extent necessary to comply
        with
        Section 111 of EESA; and

      


      WHEREAS
        the applicable “Benefit Plans” are the
        plans
        in which any Senior Executive Officer participates, or is eligible to
        participate, and the agreements to which any Senior Executive Officer is
        a
        party, that either: (i) provide for incentive or bonus compensation based
        on the
        achievement of performance goals tied to or affected by the Company’s financial
        results (“Financial Performance Plans”) or (ii) provide for payments or benefits
        upon an “applicable severance from employment” within the meaning of EESA
        (“Involuntary Separation Pay Arrangements”);

      


      RESOLVED
        that each Financial Performance Plan and Involuntary Separation Pay Arrangement
        is hereby amended effective as of the date of entry into the Agreement as
        follows:

       

      1.
        Compliance
        With Section 111 of EESA.
        Each
        Financial Performance Plan and Involuntary Separation Pay Arrangement is
        hereby
        amended by adding the following provision as a final section to such
        arrangement:

       

      “Compliance
        With Section 111 of EESA.
        Solely
        to the extent, and for the period, required by the provisions of Section
        111 of
        the Emergency Economic Stabilization Act of 2008 (“EESA”) applicable to
        participants in the Capital Purchase Program under EESA and
        the
        regulation issued by the Department of the Treasury as published in the Federal
        Register on October 20, 2008: (a) each “Senior Executive Officer” within the
        meaning of Section 111 of EESA and the regulation issued by the Department
        of
        the Treasury as published in the Federal Register on October 20, 2008 who
        participates in this plan or is a party to this agreement shall be ineligible
        to
        receive compensation hereunder to the extent that the Executive Compensation
        Committee of the Board of Directors of the Company determines this plan or
        agreement includes incentives for the Senior Executive Officer to take
        unnecessary and excessive risks that threaten the value of the financial
        institution; (b) each Senior Executive Officer who participates in this plan
        or
        is a party to this agreement shall be required to forfeit any bonus or incentive
        compensation paid to the Senior Executive Officer hereunder during the period
        that the Department of the Treasury holds a debt or equity position in the
        Company based on statements of earnings, gains, or other criteria that are
        later
        proven to be materially inaccurate; and (c) the Company shall be prohibited
        from
        making to each Senior Executive Officer who participates in this plan or
        is a
        party to this agreement, and each such Senior Executive Officer shall be
        ineligible to receive hereunder, any “golden parachute payment” in connection
        with the Senior Executive Officer’s “applicable severance from employment,” in
        each case, within the meaning of Section 111 of EESA and the regulation issued
        by the Department of the Treasury as published in the Federal Register on
        October 20, 2008.”

       

      2.
        Continuation
        of Affected Plans.
        Except
        as expressly or by necessary implication amended hereby, each Financial
        Performance Plan and Involuntary Separation Pay Arrangement shall continue
        in
        full force and effect.

       

      
        
           

        

        
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