EXHIBIT
      4.3

     

     

    
      	
              Fixed
                Rate Cumulative 

            	
              Fixed
                Rate Cumulative 

            
	
              Perpetual
                Preferred Stock, Series B 

            	
              Perpetual
                Preferred Stock, Series B

            
	
              $0.01
                Par Value

            	 


    

     

    
      	 	 	 
	
              Certificate

              Number

              PB
                00001

            	
               CATHAY
                GENERAL
                BANCORP

              INCORPORATED
                UNDER THE LAWS OF THE STATE OF DELAWARE

            	
              Shares

              258,000

            


    

    
      
        	 	 	 
	 	
                 CUSIP
                  149150 99 9

              	 


      

       

    

    
      
        	THIS
                CERTIFIES THAT 	 UNITED
                STATES DEPARTMENT OF THE
                TREASURY  
	 	
                 

              	
                TRANSFER
                  OF THIS CERTIFICATE 

                IS
                  RESTRICTED SEE

                LEGEND
                  ON REVERSE SIDE

              
	 	 	 
	IS
                THE
                OWNER OF 	 
                ** Two Hundred Fifty-Eight Thousand
                (258,000)**  


      

    

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED
      STOCK, SERIES B OF

    CATHAY
      GENERAL BANCORP,

    


    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. 

     

    IN
      WITNESS THEREOF, Cathay
      General Bancorp 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:  December
      5, 2008

     

    
      	 /s/
              Dunson K. Cheng  	 
	
               President

            	 
	 	 
	 /s/
              Michael M.Y. Chang 	 
	
               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.

    


     

     

    
      	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:	 	 	 	 	 
	 	 	 	 	Signature	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Signature	 
	 	 	 	 	 	 
	 	 	 	 	
              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.

            


    

      

     

    SIGNATURE(S)
      GUARANTEED:

    


    THE
      SIGNATURE(S) SHOULD BE GUARANTEED

    BY
      AN
      ELIGIBLE GUARANTOR INSTITUTION

    (Banks,
      Stockbrokers, Savings and Loan Associations

    and
      Credit Unions) WITH MEMBERSHIPS IN AN 

    APPROVED
      SIGNATURE GUARANTEE MEDALLION

    PROGRAM,
      PURSUANT TO S.E.C. RULE 17Ad-15.