Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, a redemption price equal to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, basis not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, ; provided, further, that any such method of selection proration may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines, ; provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the The Company shall have the right to redeem the Securities, Notes at any time in whole or in part, from time to time, on or after time in part at a redemption price (the Initial Optional “Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus ten (10) basis points; plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption redemption. (b) Notwithstanding subsection (a) above, installments of interest on the "Optional Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price"), on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (d) If less than all the Securities Notes are only partially to be redeemed pursuant to this Section 14.02at any time, the Securities Notes to be redeemed shall be selected on a pro rata basis, by lot by DTC, in the case of Global Notes, or other method utilized by the Trustee, not more than 60 days prior Trustee by a method the Trustee deems to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, in the case of Notes that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. are not represented by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVGlobal Note. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of this Article ARTICLE XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, a redemption price equal to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section SECTION 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, basis not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, ; provided, further, that any such method of selection proration may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject Prior to June 21, 2028 (the provisions of this Article XIV“Par Call Date”), the Company shall have the right to may redeem the SecuritiesNotes at its option, in whole or in part, at any time from time to time, at a redemption price, expressed as a percentage of principal amount and rounded to three decimal places, (the “Make-Whole Redemption Price”) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted to the Redemption Date (assuming the Notes matured on or after the Initial Optional Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the Redemption Date, at and (ii) 100% of the principal amount thereof of the Notes to be redeemed, plus, in each either case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of Redemption Date. With respect to any redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days occurring prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemptionPar Call Date, the Company shall redeem Securities give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) On or after the Par Call Date, the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate “Optional Redemption Price”) equal to 100% of the principal amount of at least $100,000 the Notes to be redeemed; plus, accrued and unpaid thereon to the Redemption Date. (c) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or such Securityholder no longer holds prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. (d) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any Securities and shall use such method portion of the Notes or portions thereof called for redemption (including, without limitation, by lot) as unless the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on defaults in the basis payment of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noonand accrued and unpaid interest). On or before the Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date Notes to be redeemed on such Optional Redemption Price date. (e) In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that the Notes represented by Global Notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be paidredeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. (bf) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, The Company’s actions and determinations in whole only, but not in part, on or after May 1, 2005, at determining the Optional Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (g) The Company will send notice of any redemption by mail or electronically delivered (or otherwise transmit in accordance with this Article XIVthe Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. (ch) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 The Trustee shall be subject have no responsibility with respect to the receipt by determination of the Company of any required regulatory approvalOptional Redemption Price.

Optional Redemption by Company. (a) Subject At any time and from time to time prior to the provisions of this Article XIVPar Call Date, the Company shall have has the right right, at its option, to redeem the SecuritiesNotes, in whole or in part, from time at a redemption price equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damagesinterest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the Par Call Date, the Company has the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the date registered Holders of redemption (the "Optional applicable Notes to be redeemed not less than 10 nor more than 60 days prior to the Redemption Price")Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities such Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero Trustee in such manner as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company in its sole discretion it shall deem fair appropriate and appropriatefair, provided, further, that subject to any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedapplicable Depositary procedures. The Optional Redemption Price price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, New York City time, on the date of such redemption applicable Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary applicable to the Notes (if then registered as Global Notes); provided, provided that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the Optional Redemption Price applicable redemption price by 10:00 a.m., New York City time, on the date such Optional Redemption Price redemption price is to be paid. (bd) Notwithstanding If money sufficient to pay the first sentence redemption price of Section 14.02, upon all of the entry of an order for dissolution of UCBH Trust Co. by Notes (or a court of competent jurisdiction, portion thereof) to be redeemed on the Securities thereafter will be subject to optional redemption, in whole only, but not in part, applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after May 1such Redemption Date, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVinterest will cease to accrue on such Notes called for redemption. (ce) Any Neither the Trustee nor any Paying Agent shall have any obligation to calculate any redemption price or any component thereof in respect of Securities pursuant to Section 14.01 or Section 14.02 the Notes, and the Trustee and each Paying Agent shall be subject entitled to the receipt receive and conclusively rely upon an Officer’s Certificate delivered by the Company of that specifies any required regulatory approvalredemption price.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateMarch 31, 2008, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days’ nor more than 60 days’ notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to Article XI of the provisions Base Indenture, prior to December 15, 2031 (the “Par Call Date”) the Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time, at a redemption price (expressed as a percentage of this principal amount and rounded to three decimal places) equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. Subject to Article XIVXI of the Base Indenture, on or after the Par Call Date, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after the Initial Optional Redemption Date, at a redemption price equal to 100% of the principal amount thereof plusof the Notes to be redeemed, in each case, plus accrued and unpaid interest thereon (including Compounded Interest and Additional Sumsto, if anybut excluding, the Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) and Liquidated Damages, if any, is referred to herein as the date of redemption (the "“Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that ” with respect to Securityholders that would be required such redemption. On and after a Redemption Date, interest will cease to hold Securities with an aggregate principal amount accrue on the Notes called for redemption (unless the Company defaults in the payment of less than $100,000 but more than an aggregate principal amount of zero as the Optional Redemption Price and accrued interest). On or before a result of such pro rata redemptionRedemption Date, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and accrued interest on the date such Optional Redemption Price is Notes to be paidredeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notwithstanding Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the first sentence Base Indenture, except that (i) any notice of Section 14.02, upon such redemption shall not specify the entry related Optional Redemption Price but only the manner of an order calculation thereof and (ii) notice shall be given not less than 10 days prior to the Redemption Date. The Trustee shall not be responsible for dissolution the calculation of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and otherwise in accordance with this Article XIVpromptly notify the Trustee thereof. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateSeptember 30, 2005, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of this Article XIVBase Indenture, the Company shall have the right to redeem the SecuritiesNotes, at any time in whole or from time to time in part, from time prior to timeDecember 15, on or after 2024 at a redemption price equal to the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (excluding interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to on the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities Notes to be redeemed shall be selected to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, commencing on a pro rata basisDecember 15, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption2024, the Company shall have the right to redeem Securities the Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate the principal amount of at least $100,000 or such Securityholder no longer holds any Securities the Notes to be redeemed, plus accrued and shall use such method (includingunpaid interest thereon to, without limitationbut excluding, by lotthe Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the Company shall deem fair “Optional Redemption Price” with respect to such redemption. On and appropriateafter a Redemption Date, provided, further, that any such method of selection may be made interest will cease to accrue on the basis Notes called for redemption (unless the Company defaults in the payment of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noonand accrued interest). On or before a Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and accrued interest on the date such Optional Redemption Price is Notes to be paidredeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notwithstanding Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the first sentence Base Indenture, except that any notice of Section 14.02, upon such redemption shall not specify the entry related Optional Redemption Price but only the manner of an order calculation thereof. The Trustee shall not be responsible for dissolution the calculation of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and otherwise in accordance with this Article XIVpromptly notify the Trustee thereof. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_______ __, 2004, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or by such other method utilized by that the Trustee, Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any -------- ------- such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 25 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount -------- sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the Xxxxx Spring Capital Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1_________ __, 20052004, at the Optional Redemption Price Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Securities if such partial redemption would result in a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateDecember 31, 2006, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided determines PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 10.2(b) and to the provisions of this Article XIVX generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after September 30, 2003. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Initial Optional Redemption DateHolders of the Convertible Debentures, at a price equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to of the date of redemption Convertible Debentures (the "Optional Redemption Price")) together with accrued and unpaid interest (including Additional Sums, if any, and, to the extent permitted by applicable law, Compounded Interest, if any) to, but excluding, the redemption date. If Convertible Debentures are redeemed on any March 31, June 30, September 30, or December 31, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem the Trust Securities. If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.0210.2, the Securities to Convertible Debentures will be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedrata. The Optional Redemption Price Price, together with any required interest 727411.13 34 payment, shall be paid in immediately available funds prior to 12:00 noon, New York time, on the redemption date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Optional Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $1,000 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Shares of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) Notwithstanding If a partial redemption of the first sentence Convertible Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Convertible Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Convertible Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after April 1, 1999, or at any time in certain circumstances upon the Initial Optional Redemption Dateoccurrence of a Special Event. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holder of the Convertible Debentures, at 100% the following prices (expressed as percentages of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if anyof the Convertible Debentures) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price")) together with accrued and unpaid interest, including Additional interest to, but excluding, the redemption date, if redeemed during the 12-month period beginning April 1: Year Redemption Price ---- ---------------- 1999 2000 2001 2002 2003 2004 2005 2006 and thereafter The proceeds from the redemption of any of the Convertible Debentures will be used to redeem Convertible Preferred Securities. If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Convertible Debentures will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption the Convertible Debentures are registered as a Global Debenture, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities Convertible Debentures held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations Holder of $1,000 or integral multiples thereof shall Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Convertible Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Convertible Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Convertible Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of this Article ARTICLE XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, a redemption price equal to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section SECTION 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, basis not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, ; provided, further, that any such method of selection proration may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines, ; provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateApril 30, 2007, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided determines PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject Prior to January 14, 2034 (the provisions of this Article XIV“Par Call Date”), the Company shall have the right to may redeem the SecuritiesNotes at its option, in whole or in part, at any time from time to time, at a redemption price, expressed as a percentage of principal amount and rounded to three decimal places, (the “Make-Whole Redemption Price”) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted to the Redemption Date (assuming the Notes matured on or after the Initial Optional Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the Redemption Date, at and (ii) 100% of the principal amount thereof of the Notes to be redeemed, plus, in each either case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of Redemption Date. With respect to any redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days occurring prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemptionPar Call Date, the Company shall redeem Securities give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (b) On or after the Par Call Date, the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate “Optional Redemption Price”) equal to 100% of the principal amount of at least $100,000 the Notes to be redeemed; plus, accrued and unpaid interest thereon to the Redemption Date. (c) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or such Securityholder no longer holds prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. (d) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any Securities and shall use such method portion of the Notes or portions thereof called for redemption (including, without limitation, by lot) as unless the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on defaults in the basis payment of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noonand accrued and unpaid interest). On or before the Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the date Notes to be redeemed on such Optional Redemption Price date. (e) In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that the Notes represented by Global Notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be paidredeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. (bf) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, The Company’s actions and determinations in whole only, but not in part, on or after May 1, 2005, at determining the Optional Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (g) The Company will send notice of any redemption by mail or electronically delivered (or otherwise transmit in accordance with this Article XIVthe Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed. (ch) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 The Trustee shall be subject have no responsibility with respect to the receipt by determination of the Company of any required regulatory approvalOptional Redemption Price.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture No. 11, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (including Compounded Interest ii) the sum of the present values of the remaining scheduled payments of principal and Additional Sums, if any) and Liquidated Damages, if any, interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption (to the "Optional registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order . The Trustee shall not be responsible for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at calculating the Optional Redemption Price and otherwise in accordance with this Article XIVPrice. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, at 100% the redemption prices set forth below (expressed as percentages of the principal amount thereof principal) plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the applicable date of redemption (the "Optional Redemption Price")) if redeemed during the 12-month period beginning February 1 of the years indicated below. Year Percentage ---- ---------- 2007 104.938% 2008 104.444% 2009 103.950% 2010 103.456% 2011 102.963% 2012 102.469% 2013 101.975% 2014 101.482% 2015 100.988% 2016 100.494% 2017 and thereafter 100.000% ------- 77 If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, basis not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection proration may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the First Western Capital Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May February 1, 20052007, at the Optional Redemption Price optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by Company obtaining the Company prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approvalapprovals.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Article XIVFourth Supplemental Indenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole whole, at any time, or in part, part from time to time, on or after the Initial Optional Redemption DateNovember 15, 2003, at a redemption price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (thereon, including Compounded Interest and Additional Sums, if any) and Liquidated DamagesInterest, if any, to the date of such redemption (the "Optional Redemption Price"). Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holder of the Debentures, at the Optional Redemption Price. If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption the Debentures are registered as a Global Debenture, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities Debentures held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations Holder of $1,000 or integral multiples thereof shall Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, deter mines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date___________, 2006, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided determines PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_____________, 200__, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date__________, 2002, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or by such other method utilized by that the Trustee, Property Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 25 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the Independent Capital Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1_______, 20052002, at the Optional Redemption Price Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture No. 4, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (including Compounded Interest ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and Additional Sums, if any) and Liquidated Damages, if any, interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption (to the "Optional registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Notwithstanding to be redeemed on the first sentence of Section 14.02, upon Redemption Date is deposited with the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after May 1such Redemption Date, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVinterest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article XII of the Indenture, except as other-wise may be specified in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, at any time or from time to time, on or after the Initial Optional Redemption DateSeptember 24, 2003, at a redemption price equal to the accrued and unpaid interest on the Debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days' notice before the redemption date to each Holder of the Debentures, at the Optional Redemption Price. If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption the Debentures are registered as Global Debenture, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities Debentures held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations Holder of $1,000 or integral multiples thereof shall Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Capital Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Capital Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_________, ____, at a redemption price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (thereon, including Compounded Interest and Additional Sums, if any) and Liquidated DamagesInterest, if any, to the date of such redemption (the "Optional Redemption Price"). Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holder of the Debentures, at the Optional Redemption Price. If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption the Debentures are registered as a Global Debenture, that the Depository shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities Debentures held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall Debenture Holder to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or any Interest Payment Date after the Initial Optional June 30, 2007 (each a "Redemption Date"), at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date Redemption Date. Any redemption pursuant to this Section 3.2(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of redemption (the "Optional Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall in good faith deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits sole discretion. The Optional Redemption Price Redxxxxxxx Xxice shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence Any redemption of Debentures pursuant to Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will 3.1 or Section 3.2 shall be subject to optional redemptionthe Company obtaining the prior approval of the Federal Reserve, in whole onlyif such approval is then required under the applicable capital guidelines, but not in partpolicies or regulations of the Federal Reserve, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVany other required regulatory approvals. (c) Any If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the right to redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject Except as set forth in Section 3.02, the Floating Rate Notes shall not be redeemable prior to the provisions of this Article XIVFloating Rate Notes Maturity Date. (b) At any time and from time to time prior to March 30, 2027, the Company shall have has the right right, at its option, to redeem the Securities2027 Notes, in whole or in part, from time at a redemption price equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof plusof the 2027 Notes to be redeemed, in each case, and (ii) the sum of the present values of the Remaining Scheduled Payments on the 2027 Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid interest thereon to and including the Redemption Date) discounted to the Redemption Date on an annual basis (including Compounded Interest ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 15 basis points, plus accrued and Additional Sums, if any) and Liquidated Damagesunpaid interest, if any, on the principal amount of the 2027 Notes being redeemed to, but excluding, the Redemption Date. (c) On or after March 30, 2027, the Company has the right, at its option, to redeem the 2027 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the 2027 Notes being redeemed to, but excluding, the Redemption Date. (d) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the date registered Holders of redemption (the "Optional applicable 2027 Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities 2027 Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities such 2027 Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero Trustee in such manner as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company in its sole discretion it shall deem fair appropriate and appropriatefair, provided, further, that subject to any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedapplicable Depositary procedures. The Optional Redemption Price price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, New York London time, on the date of such redemption applicable Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary applicable to the 2027 Notes (if then registered as Global Notes); provided, provided that the Company shall deposit with the Trustee or the 2027 Notes Paying Agent an amount sufficient to pay the Optional Redemption Price applicable redemption price by 10:00 a.m., New York London time, on the date such Optional Redemption Price redemption price is to be paid. (be) Notwithstanding If money sufficient to pay the first sentence redemption price of Section 14.02, upon all of the entry of an order for dissolution of UCBH Trust Co. by 2027 Notes (or a court of competent jurisdiction, portion thereof) to be redeemed on the Securities thereafter will be subject to optional redemption, in whole only, but not in part, applicable Redemption Date is deposited with the Trustee or the 2027 Notes Paying Agent on or before such Redemption Date as provided herein, then on and after May 1such Redemption Date, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVinterest will cease to accrue on such 2027 Notes (or such portion thereof) called for redemption. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of this Article XIVBase Indenture, the Company shall have the right to redeem either series of the SecuritiesNotes, in whole or in part, at any time and from time to timetime prior to the 2020 Par Call Date, on in the case of the 2020 Notes, or after prior to the Initial 2025 Par Call Date, in the case of the 2025 Notes, at a redemption price (the “Make-Whole Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed; and (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the applicable Par Call Date (exclusive of interest accrued to Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Adjusted Treasury Rate plus (y) 20 basis points, in each casethe case of the 2020 Notes, and 25 basis points, in the case of the 2025 Notes, plus accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to but excluding the date of redemption (Redemption Date for the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities Notes to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by redeemed. (b) Subject to Article Eleven of the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemptionBase Indenture, the Company shall have the right to redeem Securities either series of each such Securityholder so that the Notes, in whole or in part, at any time and from time to time on or after such the 2020 Par Call Date, in the case of the 2020 Notes, or on or after the 2025 Par Call Date, in the case of the 2025 Notes, at a redemption such Securityholder shall hold Securities either with an aggregate price (the “Par Call Optional Redemption Price”) equal to 100% of the principal amount of at least $100,000 the Notes to be redeemed, plus accrued and unpaid interest to but excluding the Redemption Date. (c) On and after the applicable Redemption Date, interest will cease to accrue on the Notes or such Securityholder no longer holds any Securities and shall use such method portion of the Notes called for redemption (including, without limitation, by lot) as unless the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on defaults in the basis payment of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noonand accrued interest). On or before the applicable Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by 10:00 a.m.the Trustee in compliance with the requirements of the principal national securities exchange, New York timeif any, on by lot and subject to Applicable Procedures of the date Depository or by such method as the Trustee shall deem appropriate. (d) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price is to be paidand promptly notify the Trustee thereof. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or any Interest Payment Date after the Initial Optional June 30, 2007 (each a "Redemption Date"), at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date Redemption Date. Any redemption pursuant to this Section 3.2(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of redemption (the "Optional Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall in good faith deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits sole discretion. The Optional Redemption Price Redexxxxxx Xxxce shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence Any redemption of Debentures pursuant to Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will 3.1 or Section 3.2 shall be subject to optional redemptionthe Company obtaining the prior approval of the Federal Reserve, in whole onlyif such approval is then required under the applicable capital guidelines, but not in partpolicies or regulations of the Federal Reserve, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVany other required regulatory approvals. (c) Any If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the right to redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject Section 14.03 of the Indenture shall be disregarded in its entirety and shall not apply to the provisions of Securities covered by this Article XIVFirst Supplemental Indenture. All references in the Indenture to Section 14.03 are hereby deemed to apply to this Section 3.03. (b) Except as otherwise may be specified in this First Supplemental Indenture, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption DateDecember 12, 2009, at 100% the Redemption Price. Any redemption pursuant to this Section 3.03(b) shall be made upon not less than 35 days' nor more than 60 days' notice to the holder of the principal amount thereof plusSecurities, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to at the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.023.03(b), the Securities to shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof its discretion. The redemption shall be redeemed. The Optional Redemption Price shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Optional Redemption Price redemption by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption The Company shall have the right to redeem Securities at any time and from time to time in a principal amount equal to the liquidation amount of any Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Securities equal to the liquidation amount of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be redeemed bears to the total number of Preferred Securities then outstanding. Such Securities shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.03(c) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a like amount of Securities shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_________ __, 2005, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or by such other method utilized by that the Trustee, Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any -------- ------- such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 __or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount -------- sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the East West Bancorp Capital Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1_________ __, 2005, at the Optional Redemption Price Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Securities if such partial redemption would result in a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject At any time or from time to the provisions of this Article XIVtime prior to July 23, 2043, the Company shall have the right at its option to redeem the SecuritiesNotes, in whole or in part, from time at a redemption price (the “Make-Whole Redemption Price”) equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of each remaining scheduled payment of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus accrued and unpaid interest on the principal amount of the Notes to be redeemed to the Redemption Date. With respect to any redemption occurring prior to July 23, 2043, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof plusand the Trustee shall have no responsibility for such calculation. (b) At any time or from time to time on or after July 23, 2043, the Company shall have the right at its option to redeem the Notes, in whole or in part, at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each casean “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to on the date principal amount of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities Notes to be redeemed to the Redemption Date. (c) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest). On or before the Redemption Date, the Company shall deposit with the Trustee money sufficient to pay the Optional Redemption Price of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected on a pro rata basis, by lot or other method utilized by the TrusteeTrustee by such method as the Trustee will deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part, provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. (d) The Company will mail notice of such redemption to the registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateJune 30, 2005, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market/sm/ or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in this Article XIVFourth Supplemental Indenture, the Company shall have the right to redeem the SecuritiesSubordinated Debentures, in whole or in part, from time to time, on or after January 31, 2007 at the Initial Optional Redemption Date, at 100% Price. Any redemption pursuant to this paragraph will be made upon not less than 30 nor more than 60 days' notice to the Holder of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price")Subordinated Debentures. If the Securities Subordinated Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities particular Subordinated Debentures to be redeemed shall will be selected on a pro rata basis, basis by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company Trustee shall deem fair and appropriateappropriate or, providedif at the time of redemption the Subordinated Debentures are registered as a Global Debenture, further, that any such method of selection may be made on in accordance with the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedDepository's customary procedures. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit have deposited with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, a.m. on the date such Optional Redemption Price is to be paid. (b) Notwithstanding The Company may not redeem fewer than all of the first sentence Subordinated Debentures unless all accrued and unpaid interest has been paid on all Subordinated Debentures for all quarterly interest payment periods terminating on or prior to the date of Section 14.02, upon redemption. If a partial redemption of the entry Subordinated Debentures would result in the delisting of an order for dissolution of UCBH the Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Subordinated Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_____, 2008, at 100% the Redemption Price. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of the principal amount thereof plusDebentures, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to at the date of redemption (the "Optional Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof its discretion. The redemption shall be redeemed. The Optional Redemption Price shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Optional Redemption Price redemption by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding The Company shall have the first sentence right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of Section 14.02any Preferred Securities purchased and beneficially owned by the Company, upon plus an additional principal amount of Debentures equal to the entry Liquidation Amount (as defined in the Trust Agreement) of an order for dissolution that number of UCBH Trust Co. by a court Common Securities that bears the same proportion to the total number of competent jurisdiction, Common Securities then outstanding as the number of Preferred Securities thereafter will to be subject redeemed bears to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture No. 1, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (including Compounded Interest ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and Additional Sums, if any) and Liquidated Damages, if any, interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption (to the "Optional registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Notwithstanding to be redeemed on the first sentence of Section 14.02, upon Redemption Date is deposited with the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after May 1such Redemption Date, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVinterest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of this Article XIVBase Indenture, the Company shall have the right to redeem the SecuritiesNotes, at any time in whole or from time to time in part, from time prior to timeMarch 15, on or after 2028 at a redemption price equal to the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (excluding interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to on the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities Notes to be redeemed shall be selected to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, commencing on a pro rata basisMarch 15, by lot or other method utilized by 2028 (the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption“Par Call Date”), the Company shall have the right to redeem Securities the Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate the principal amount of at least $100,000 or such Securityholder no longer holds any Securities the Notes to be redeemed, plus accrued and shall use such method (includingunpaid interest thereon to, without limitationbut excluding, by lotthe Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the Company shall deem fair “Optional Redemption Price” with respect to such redemption. On and appropriateafter a Redemption Date, provided, further, that any such method of selection may be made interest will cease to accrue on the basis Notes called for redemption (unless the Company defaults in the payment of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noonand accrued interest). On or before a Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and accrued interest on the date such Optional Redemption Price is Notes to be paidredeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notwithstanding Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the first sentence Base Indenture, except that (i) any notice of Section 14.02, upon such redemption shall not specify the entry related Optional Redemption Price but only the manner of an order calculation thereof and (ii) notice shall be given not less than 10 days prior to the Redemption Date. The Trustee shall not be responsible for dissolution the calculation of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and otherwise in accordance with this Article XIVpromptly notify the Trustee thereof. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, 2013, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days’ nor more than 60 days’ written notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from the New York Stock Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_______ __, 2004, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or by such other method utilized by that the Trustee, Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, providedPROVIDED, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, furtherHOWEVER, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 10 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the Independent Capital Trust Co. II by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1_________ __, 20052004, at the Optional Redemption Price Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Securities if such partial redemption would result in a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of this Article XIVBase Indenture, the Company shall have the right to redeem any series of the SecuritiesNotes, in whole or in part, at any time and from time to timetime prior to the 2030 Par Call Date, on in the case of the 2030 Notes or after prior to the Initial 2050 Par Call Date, in the case of the 2050 Notes, at a redemption price (the “Make-Whole Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed; and (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the applicable Par Call Date (exclusive of interest accrued to Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Adjusted Treasury Rate plus (y) 25 basis points, in each casethe case of the 2030 Notes, and 25 basis points, in the case of the 2050 Notes, plus accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to but excluding the date of redemption (Redemption Date for the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities Notes to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by redeemed. (b) Subject to Article Eleven of the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemptionBase Indenture, the Company shall have the right to redeem Securities any series of each such Securityholder so that the Notes, in whole or in part, at any time and from time to time on or after such the 2030 Par Call Date, in the case of the 2030 Notes or on or after the 2050 Par Call Date, in the case of the 2050 Notes, at a redemption such Securityholder shall hold Securities either with an aggregate price (the “Par Call Optional Redemption Price”) equal to 100% of the principal amount of at least $100,000 the Notes to be redeemed, plus accrued and unpaid interest to but excluding the Redemption Date. (c) On and after the applicable Redemption Date, interest will cease to accrue on the Notes or such Securityholder no longer holds any Securities and shall use such method portion of the Notes called for redemption (including, without limitation, by lot) as unless the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on defaults in the basis payment of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noonand accrued interest). On or before the applicable Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by 10:00 a.m.the Trustee in compliance with the requirements of the principal national securities exchange, New York timeif any, on by lot and subject to Applicable Procedures of the date Depository or by such method as the Trustee shall deem appropriate. (d) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price is to be paidand promptly notify the Trustee thereof. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date________, 2007, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of this Article XIVDecember 11, 2022, the Company shall have the right at its option to redeem the SecuritiesNotes, in as a whole or in part, from time at a redemption price (the “Make-Whole Redemption Price”) equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 40 basis points; together with, in each case, accrued and unpaid interest thereon on the principal amount of the Notes to be redeemed to, but not including, the Redemption Date. With respect to any redemption occurring prior to December 11, 2022, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (including Compounded Interest b) At any time on or after December 11, 2022, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Par Redemption Price” and Additional Sumstogether with the Make-Whole Redemption Price, if anyeach an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and Liquidated Damagesunpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, the date Redemption Date. (c) Unless the Company defaults in payment of redemption (the "Optional Redemption Price"), on and after the Redemption Date, interest will cease to accrue on the applicable Notes or portions thereof called for redemption. If On or before the Securities are only partially redeemed pursuant to this Section 14.02Redemption Date, the Securities Company will deposit with the Paying Agent or set aside, segregate and hold in trust (if the Company is acting as Paying Agent), funds sufficient to pay the Optional Redemption Price of, and accrued and unpaid interest on, such Notes to be redeemed shall on that Redemption Date. If fewer than all of the Notes are to be selected on a pro rata basisredeemed, by lot or other method utilized by the TrusteeTrustee will select, not more than 60 days prior to the date fixed for redemption Redemption Date, the particular Notes or portions thereof to be redeemed from the outstanding Securities Notes not previously called for redemptionredemption in accordance with the procedures of Euroclear and Clearstream; provided that if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate no Notes of a principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $€100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof less shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidredeemed in part. (bd) Notwithstanding The Company may redeem the first sentence of Section 14.02, upon Notes prior to the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, Maturity Date in whole onlywhole, but not in part, at a redemption price equal to 100% of their principal amount plus any accrued interest and additional amounts to, but not including, the date fixed for redemption if the Company determines that, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced and becomes effective on or after May 1the date of issuance of the Notes, 2005the Company has or will become obligated to pay additional amounts with respect to the Notes as set forth in Article 5 hereof. If the Company exercises its option to redeem the Notes pursuant to this clause (d), at the Optional Redemption Price Company will deliver to the Trustee a certificate signed by an authorized officer stating that the Company is entitled to redeem the Notes and an opinion of independent tax counsel to the effect that the circumstances described above exist. (e) The Company will mail (or otherwise transmit in accordance with this Article XIV. (cthe applicable procedures of Euroclear or Clearstream) Any notice of such redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by registered address of each Holder of the Company of any required regulatory approvalNotes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, at 100% the redemption prices set forth below (expressed as percentages of the principal amount thereof principal) plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the applicable date of redemption (the "Optional Redemption Price")) if redeemed during the 12-month period beginning June 1, of the years indicated below. Year Percentage 2007 105.250% 2008 104.725% 2009 104.200% 2010 103.675% 2011 103.150% 2012 102.625% 2013 102.100% 2014 101.575% 2015 101.050% 2016 100.525% 2017 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Progress Capital Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May June 1, 20052007, at the Optional Redemption Price optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, (i) on or after the Initial Optional Redemption DateMarch 31, 2007, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption; or (ii) at any time after their issuance if the stock price for the Company's common stock has been at least 150% of the Conversion Price for a period of twenty consecutive business days ending within five days of the date of notice of redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of this Article XIVBase Indenture, prior to the Par Call Date, the Company shall have the right to may redeem the SecuritiesNotes, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Make-Whole Optional Redemption Price”) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on or after the Initial Optional Notes discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the Redemption Date, at and (2) 100% of the principal amount thereof of the Notes to be redeemed, plus, in each either case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on the Notes to be redeemed to the date Redemption Date. (b) Subject to Article Eleven of the Base Indenture, on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price (the "“Par Call Optional Redemption Price"). If ”) equal to 100% of the Securities are only partially principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. (d) Notice of any redemption pursuant to this Section 14.02, the Securities to be redeemed 4.1 shall be selected on a pro rata basisgiven as provided in Section 1104 of the Base Indenture, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, except that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result any notice of such pro rata redemption, redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall redeem Securities of each calculate such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities Optional Redemption Price and shall use such method (including, without limitation, by lot) as promptly notify the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedTrustee thereof. The Company’s actions and determinations in determining the Optional Redemption Price shall be paid prior to 12:00 noonconclusive and binding for all purposes, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidabsent manifest error. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date[_______________], at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or any Interest Payment Date after the Initial Optional November 7, 2007 (each a “Redemption Date”), at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date Redemption Date. Any redemption pursuant to this Section 3.2(a) shall be made upon not less than 30 days’ nor more than 60 days’ notice to the holder of redemption (the "Optional Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem in good xxxxx xxxx appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits sole discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence Any redemption of Debentures pursuant to Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will 3.1 or Section 3.2 shall be subject to optional redemptionthe Company obtaining the prior approval of the Federal Reserve, in whole onlyif such approval is then required under the applicable capital guidelines, but not in partpolicies or regulations of the Federal Reserve, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVany other required regulatory approvals. (c) Any If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the right to redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions terms of this Article XIVthe Indenture, the Company Notes shall have the right to redeem the Securities, be redeemable in whole or in part, at the Company’s option, at any time and from time to time, on or after time at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed; and (ii) the sum of the present values of the Remaining Scheduled Payments discounted to the Redemption Date, in each casenot including any portion of any payments of interest accrued to the Redemption Date, on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 25 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, that if the Company redeems any Notes on or after December 3, 2024 (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, the date falling three months prior to the date of redemption (the "Optional Redemption Price"Stated Maturity). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (b) Notice of any redemption shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, transmitted not less than 30 days and not more than 60 days prior to the date fixed for Redemption Date to each Holder of Notes to be redeemed. In connection with any redemption from of Notes, any such redemption may, at the outstanding Securities Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not previously called for redemption, provided, however, occur and such notice may be rescinded in the event that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of any or all such pro rata redemptionconditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company shall redeem Securities may provide in such notice that payment of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance performance of the Company’s obligations with this Article XIVrespect to such redemption may be performed by another person. (c) Any Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot and may provide for the selection for redemption of Securities pursuant a portion of the principal amount of Notes held by a Holder equal to Section 14.01 or Section 14.02 shall be subject to the receipt by an authorized denomination. If the Company redeems less than all of any required regulatory approvalthe Notes and the Notes are then held in book-entry form, the redemption will be made in accordance with the Depositary’s customary procedures.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesSubordinated Debentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date____________, 2004, at 100% the Redemption Price. Any redemption pursuant to this Section 3.03 will be made upon not less than 30 days' nor more than 60 days' notice to the Holders of the principal amount thereof plusSubordinated Debentures, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to at the date of redemption (the "Optional Redemption Price"). If the Securities Subordinated Debentures are only partially redeemed pursuant to this Section 14.023.03, the Securities to Subordinated Debentures will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption the Subordinated Debentures are registered as a Global Subordinated Debenture, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities Subordinated Debentures held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations Holder of $1,000 or integral multiples thereof shall Subordinated Debentures to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon1:00 p.m., New York Little Rock, Arkansas time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 11:00 a.m., New York Little Rock, Arkansas time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Subordinated Debentures would result in the delisting of Section 14.02the Preferred Securities issued by the Trust from the NASDAQ National Market or any national securities exchange or other organization on which the Preferred Securities may then be listed, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdictionif any, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Subordinated Debentures in whole only, but or in part to such extent as would not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVcause such delisting. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the The Company shall have the right to redeem the Securities, Notes at any time in whole or from time to time in part, from time at the Company’s option for cash prior to timeDecember 7, on or after 2027 (the Initial Optional “Par Call Date”) at a redemption price (the “Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus fifteen (15) basis points; plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sumsto, if any) and Liquidated Damagesbut not including, if any, to the date of redemption. (b) At any time on or prior to the Par Call Date, the Company may redeem the Notes, in whole or from time to time in part, at the Company’s option for cash at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of redemption. (c) Notwithstanding subsections (a) and (b) above, installments of interest on the "Optional Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price"), on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (d) Notices of redemption shall be mailed at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the Trustee setting forth the Redemption Price no later than two Business Days prior to the Redemption Date. (e) If less than all the Securities Notes are only partially to be redeemed pursuant to this Section 14.02at any time, the Securities Notes to be redeemed shall be selected on a pro rata basis, by lot by DTC, in the case of Global Notes, or other method utilized by the Trustee, not more than 60 days prior Trustee by a method the Trustee deems to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, providedin the case of Notes that are not represented by a Global Note. (f) Notice of any redemption may, furtherat the Company’s discretion, that any such method be subject to one or more conditions precedent, including, but not limited to, completion of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 an equity offering, a financing, or integral multiples thereof shall be redeemedother corporate transaction. The Optional Redemption Price shall be paid prior to 12:00 noonIn addition, New York time, on the date of if such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price notice is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemptionsatisfaction of one or more conditions precedent, such notice shall state that, in whole onlythe Company’s discretion, but such notice may be rescinded in the event that any or all such conditions shall not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt have been satisfied by the Company of any required regulatory approvalRedemption Date.

Optional Redemption by Company. (a) Subject to the provisions of Section 10.2(b) and to the provisions of this Article XIVX generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after March 4, 2000. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Initial Optional Redemption DateHolders of the Convertible Debentures, at 100% the following prices (expressed as percentages of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if anyof the Convertible Debentures) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price")) together with accrued and unpaid interest (including Additional Sums, if any, and, to the extent permitted by applicable law, Compounded Interest, if any) to, but excluding, the redemption date, if redeemed during the 12-month period beginning March 4, of the applicable year set forth below: Year Redemption Price ------ ----------------- 2000 103.500% 2001 103.000% 2002 102.500% 2003 102.000% 2004 101.500% 2005 101.000% 2006 100.500% and 100% if redeemed on or after March 4, 2007. If Convertible Debentures are redeemed on any March 1, June 1, September 1, or December 1, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem the Trust Securities. 50 If the Convertible Debentures are only partially redeemed pursuant to this Section 14.0210.2, the Securities to Convertible Debentures will be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedrata. The Optional Redemption Price Price, together with any required interest payment, shall be paid prior to 12:00 noon, New York time, on the redemption date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Optional Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $1,000 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Stock of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) Notwithstanding If a partial redemption of the first sentence Convertible Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Convertible Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Convertible Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of this Article XIVBase Indenture, the Company shall have the right to redeem the SecuritiesNotes, at any time in whole or from time to time in part, from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed, in each case, plus accrued and unpaid interest thereon (including Compounded Interest and Additional Sumsto, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02but excluding, the Securities Redemption Date; or (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed shall be selected discounted to the Redemption Date (excluding interest accrued to the Redemption Date) on a pro rata basissemiannual basis (assuming a 360-day year consisting of twelve 30-day months), by lot or other method utilized by the Trustee, not more than 60 days prior at a rate equal to the date fixed Treasury Rate plus 25 basis points, plus accrued and unpaid interest to, but excluding, the Redemption Date. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption from (unless the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount Company defaults in the payment of less than $100,000 but more than an aggregate principal amount of zero as the Optional Redemption Price and accrued interest). On or before a result of such pro rata redemptionRedemption Date, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and accrued interest on the date such Optional Redemption Price is Notes to be paidredeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notwithstanding Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the first sentence Base Indenture, except that any notice of Section 14.02, upon such redemption shall not specify the entry related Optional Redemption Price but only the manner of an order calculation thereof. The Trustee shall not be responsible for dissolution the calculation of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and otherwise in accordance with this Article XIVpromptly notify the Trustee thereof. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_________, 2009, at 100% the Redemption Price. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 35 days' nor more than 60 days' notice to the holder of the principal amount thereof plusDebentures, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to at the date of redemption (the "Optional Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof its discretion. The redemption shall be redeemed. The Optional Redemption Price shall be paid effected prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay effectuate the Optional Redemption Price redemption by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding The Company shall have the first sentence right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of Section 14.02any Preferred Securities purchased and beneficially owned by the Company, upon plus an additional principal amount of Debentures equal to the entry Liquidation Amount (as defined in the Trust Agreement) of an order for dissolution that number of UCBH Trust Co. by a court Common Securities that bears the same proportion to the total number of competent jurisdiction, Common Securities then outstanding as the number of Preferred Securities thereafter will to be subject redeemed bears to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or any Interest Payment Date after the Initial Optional June 30, 2007 (each a “Redemption Date”), at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date Redemption Date. Any redemption pursuant to this Section 3.2(a) shall be made upon not less than 30 days’ nor more than 60 days’ notice to the holder of redemption (the "Optional Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem in good xxxxx xxxx appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits sole discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence Any redemption of Debentures pursuant to Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will 3.1 or Section 3.2 shall be subject to optional redemptionthe Company obtaining the prior approval of the Federal Reserve, in whole onlyif such approval is then required under the applicable capital guidelines, but not in partpolicies or regulations of the Federal Reserve, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVany other required regulatory approvals. (c) Any If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the right to redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of this Article XIVFebruary 1, 2015, the Company may redeem up to 35% of the principal amount of the Notes with the net cash proceeds of one or more Public Equity Offerings of its common stock at a redemption price (expressed as a percentage of principal amount) of 105.5%, plus accrued and unpaid interest to the Redemption Date; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains Outstanding after each such redemption; and (ii) notice of any such redemption (with a copy to the Trustee) is mailed within 60 days of each such Public Equity Offering. (b) The Company shall have the right to may redeem the SecuritiesNotes at any time in whole, in whole or from time to time in part, from time at a redemption price equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof of the Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, exclusive of interest accrued to the date of redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield, plus fifty (50) basis points plus, in each case, accrued and unpaid interest thereon to the Redemption Date. (including Compounded Interest and Additional Sums, if anyc) Notwithstanding subsections (a) and Liquidated Damages(b) above, if any, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the amount payable on redemption, on and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof that are called for redemption. (d) The Notes called for redemption become due on the date fixed for redemption. Notices of redemption shall be mailed by first-class mail at least thirty (30) but not more than sixty (60) days before such Redemption Date to each Holder of the "Optional Redemption Price"Notes to be redeemed at its registered address (with a copy to the Trustee). If At the Securities are only partially redeemed pursuant to this Section 14.02Company’s request, the Securities Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the Redemption Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice. The Company shall calculate the amount payable on redemption and shall deliver an Officer’s Certificate to the Trustee setting forth the amount payable on redemption no later than two (2) Business Days prior to the Redemption Date. (e) If less than all the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected on a pro rata basis, by lot by DTC, in the case of Global Notes, or other method utilized by the Trustee, not more than 60 days prior Trustee by a method the Trustee deems to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, providedin the case of Notes that are not represented by a Global Note. No Notes of $2,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, further, that any the notice of redemption relating to such method of selection may be made on Note will state the basis portion of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall to be redeemed. The Optional Redemption Price shall be paid prior A new Note in principal amount equal to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter unredeemed portion will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at issued upon cancellation of the Optional Redemption Price and otherwise in accordance with this Article XIVoriginal Note. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 10.2(b) and to the provisions of this Article XIVX generally, except as otherwise may be specified in Section 10.1 or elsewhere in this Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after May 30, 2002. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Initial Optional Redemption DateHolders of the Convertible Debentures, at a price equal to 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to of the date of redemption Convertible Debentures (the "Optional Redemption Price")) together with accrued and unpaid interest (including Additional Sums, if any) to, but excluding, the redemption date. If Convertible Debentures are redeemed on any January 15, April 15, July 15 or October 15, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Company may not redeem fewer than all of the Outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all Convertible Debentures for all quarterly interest payment periods terminating on or prior to the date of redemption. So long as the corresponding Trust Securities are outstanding, the proceeds from the redemption of the Convertible Debentures will be used to redeem the Trust Securities. If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.0210.2, the Securities to Convertible Debentures will be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedrata. The Optional Redemption Price Price, together with any required interest payment, shall be paid in immediately available funds prior to 12:00 noon, New York City time, on the redemption date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York City time, on the date such Optional Redemption Price is amounts are to be paid. Partial redemptions must be in an amount not less than $25.00 principal amount of Convertible Debentures. If Convertible Debentures selected for partial redemption are converted in part before termination of the conversion right with respect to the portion of the Convertible Debentures so selected, the converted portion of the Convertible Debentures shall be deemed (so far as may be) to be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture. If any Convertible Debenture called for redemption is converted into Common Shares of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Convertible Debenture to receive interest as provided in the last paragraph of Section 2.9) be paid to the Company upon the Company's request or, if then held by the Company, shall be discharged from such trust. (b) Notwithstanding If (i) a holder of Convertible Preferred Securities desires to convert any of its Convertible Preferred Securities called for redemption into Common Shares (effectively by converting such holder's share of the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise related Convertible Debentures into Common Shares in accordance with the terms of the Indenture and the Declaration) but such conversion would cause any direct or indirect holder of Convertible Preferred Securities which is classified as a real estate investment trust ("REIT") under Section 856 of the Code ("Preferred Holder") to: (A) own more than 5% of the total outstanding voting securities of the Company, (B) own more than 5% of the value of the total outstanding securities of the Company, (C) violate the requirements of Code Section 856(c)(4)(B), or (D) otherwise lose its status as a REIT under the Code (such Convertible Preferred Securities which upon conversion into Common Shares would result in a REIT owning Common Shares in a manner described in subclause (A), (B), (C) or (D) of this Article XIVSection 10.2(b)(i) are referred to herein as the "Unconvertible Shares" and an amount of Convertible Debentures equal to the aggregate liquidation amount of the Unconvertible Shares is referred to herein as, the "Unconvertible Debentures"), and (ii) any Preferred Holder has delivered to the Company, prior to the date on which the Company would otherwise have redeemed the Convertible Preferred Securities (the "Redemption Date"), a written notice signed by each holder of Convertible Preferred Securities who desires to convert any of such holder's Convertible Preferred Securities into Common Shares in accordance with the terms of the Indenture and the Declaration which written notice sets forth both the number of Convertible Preferred Securities that each such holder desires to convert and the number of such Convertible Preferred Securities of such holder that constitute Unconvertible Shares; then the Trust shall notify the Company and the Company shall: (x) convert such Holder's Convertible Debentures (other than the Unconvertible Debentures) for Common Shares in accordance with the terms of the Indenture and the Declaration, (y) pay each Holder of Convertible Debentures so converted in subsection (x) above and each Holder of Unconvertible Debentures an amount of cash equal to the amount of any accrued but unpaid interest owing on such Holder's Convertible Debentures so converted and such Holder's Unconvertible Debentures, and (z) pay each Holder of Unconvertible Debentures an amount of cash equal to the product of (A) the Closing Price of a Common Share on the trading date immediately prior to the Redemption Date, multiplied by (B) the maximum number of Common Shares into which the Unconvertible Debentures held by such Holder could have been converted in accordance with the terms of the Indenture and the Declaration on the trading date immediately prior to the Redemption Date. For purposes of clause (i) of this Section 10.2(b), a REIT shall be considered to own directly each of the securities of the Company that are owned by such REIT directly or indirectly. The Company shall reasonably and timely cooperate in furnishing the information necessary to apply the provisions of this Section 10.2(b) to a holder of Convertible Preferred Securities who requests such information in writing. (c) Any If mutually agreed on or after January 1, 2001 by the Company and any holder of Convertible Preferred Securities otherwise subject to Section 10.2(b), a conversion of Convertible Debentures having a principal amount equal to the liquidation amount of the Convertible Preferred Securities held by such holder (and such holder's related Convertible Preferred Securities) into Common Shares shall occur without regard to Section 10.2(b) provided the Company receives an opinion of counsel in a form which is reasonably acceptable to the Holders that the Company, or any successor thereto, qualifies as either a REIT under Section 856(a) of the Code or as a "taxable REIT subsidiary" of EQR (or any successor thereto) under Section 856(l) of the Code. (d) If a partial redemption of the Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole. (e) Notwithstanding anything in this Indenture to the contrary: (i) If (A) the Company enters into an agreement for a business combination with another entity, whether by merger or other reorganization, and the resulting or surviving entity (the "Survivor") wants to either (i) revoke a prior election to be a taxable REIT subsidiary ("TRS") under Section 856(l) of the Code, or (ii) desires to not become a TRS or a REIT in the future, and (B) following such business combination, on an as converted pro forma basis (without duplication), the aggregate outstanding Convertible Preferred Securities, Convertible Debentures held in exchange for Convertible Preferred Securities, and Common Shares held by reason of converting any of the foregoing held by any Preferred Holder have an aggregate vote or value in excess of 5% of the total voting power or total value of the outstanding securities of the Survivor, then the Company shall give written notice of the foregoing (at least 45 days prior to consummating such business combination) to each Preferred Holder. If within thirty (30) days after receipt of such notice, such Preferred Holder fails to (i) notify the Company in writing of its desire to not have the Convertible Debentures redeemed, (ii) furnish to the Company its written consent and election to revoke any prior TRS election jointly made by the Company (or any successor) and the Preferred Holder or its Affiliates, and (iii) waive in writing any future obligation of the Company (or any successor) to become a TRS or a REIT, then, immediately prior to and in connection with the consummation of the business combination described in subsection (e)(i)(A) above, the Company shall redeem all of the Unconvertible Debentures (as determined by such Preferred Holder with reference to Unconvertible Shares pursuant to Section 14.01 10.2(b)(ii) above) held by the WRP Trust or such Preferred Holder and its Affiliates (including prior to May 30, 2002) in the manner and in the amounts provided in Sections 10.2(b)(ii)(y) and (z) of the Indenture; provided, however, that if the amount of payment calculated in accordance with Section 14.02 10.2(b)(ii)(z) above with respect to the Unconvertible Debentures is less than the Optional Redemption Price with respect to the Unconvertible Debentures, in lieu of paying such amount calculated in accordance with Section 10.2(b)(ii)(z), the Company shall pay the Optional Redemption Price with respect to the Unconvertible Debentures. Upon consummation of the foregoing, any and all obligations of the Company to become or remain a TRS or a REIT or to deliver opinions to that effect shall be terminated. All other Convertible Debentures and related Convertible Preferred Securities shall remain outstanding unless the liquidation amount of such outstanding Convertible Preferred Securities is less than $10,000,000, in which event the Company shall redeem for cash all of such Convertible Debentures equal to the liquidation amount of the outstanding Convertible Preferred Securities in accordance with Section 10.2(a) above. For purposes of calculating the 5% limitation described above, the Company shall reasonably and timely cooperate in furnishing relevant information to a Preferred Holder that requests such information in writing. For purposes of this Section 10.2(e), a Preferred Holder shall be considered to hold directly all securities it owns directly and indirectly. (ii) If the events described in subsection (e)(1)(A) above have occurred, the Company gives written notice thereof to each Preferred Holder, and the pro forma computation described in subsection (e)(1)(B) results in a Preferred Holder otherwise subject to Section 10.2(b) and its Affiliates owning 5% or less of both the receipt by total voting power (on an as converted basis) or total value of the outstanding securities of the Company, then the Convertible Debentures need not be redeemed and any and all obligations of the Company to become or remain a TRS or a REIT or to deliver opinions to that effect shall be terminated. (iii) If the Company desires to take any action that would violate the terms of Section 5.1(h), (i) or (j), then the Company can take such action provided the Company redeems all outstanding Common Securities, Convertible Debentures, Convertible Preferred Securities and any Common Shares acquired in conversion thereof, by paying to the respective holders thereof in cash an amount equal to (i) the Closing Price on the trading date immediately prior to the Redemption Date of each such Common Share acquired in the aforementioned conversion, and (ii) with respect to outstanding Convertible Debentures, Common Securities and Convertible Preferred Securities the greater of, without duplication (x) the Optional Redemption Price for all outstanding Convertible Debentures (together with any required regulatory approvalinterest payment under Section 10.2(a) above) plus the Redemption Price (as defined in the Declaration) for the Common Securities and Convertible Preferred Securities and (y) the Closing Price of the Common Shares into which such Convertible Debentures, Common Securities and Convertible Preferred Securities, without duplication, are convertible on the trading date immediately prior to the Redemption Date.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date________ __, 2007, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or by such other method utilized by that the Trustee, Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, providedPROVIDED, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, furtherHOWEVER, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 25 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the Coastal Capital Trust Co. I by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1__________ __, 20052007, at the Optional Redemption Price Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Securities if such partial redemption would result in a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date[_______________], at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided determines PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject At any time or from time to the provisions of this Article XIVtime prior to January 18, 2023, the Company shall have the right at its option to redeem the SecuritiesNotes, in whole or in part, from time at a redemption price (the “Make-Whole Redemption Price”) equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present values of each remaining scheduled payment of principal of and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 45 basis points, plus accrued and unpaid interest on the principal amount of the Notes to be redeemed to the Redemption Date. With respect to any redemption occurring prior to January 18, 2023, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof plusand the Trustee shall have no responsibility for such calculation. (b) At any time or from time to time on or after January 18, 2023, the Company shall have the right at its option to redeem the Notes, in whole or in part, at a redemption price (the “Par Redemption Price” and together with the Make-Whole Redemption Price, each casean “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to on the date principal amount of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities Notes to be redeemed to the Redemption Date. (c) On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest). On or before the Redemption Date, the Company shall deposit with the Trustee money sufficient to pay the Optional Redemption Price of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to the Redemption Date on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected on a pro rata basis, by lot or other method utilized by the TrusteeTrustee by such method as the Trustee will deem fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part, provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. (d) The Company will mail notice of such redemption to the registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateMarch 31, 2008, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from the Nasdaq National Market or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.01(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Article XIVSupplemental Indenture, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial "Optional Redemption Date, at Price") equal to the greater of: (i) 100% of the principal amount thereof plus accrued and unpaid interest to the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months at (A) the Treasury Rate plus 25 basis points for the Notes due 2008 or (B) the Treasury Rate plus 30 basis points for the Notes due 2015, plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on the principal amount being redeemed to the date Redemption Date. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of redemption (the "applicable series of Notes, at the Optional Redemption Price"). If the Securities Notes of the applicable series are only partially redeemed pursuant to this Section 14.023.01(a), the Securities to Notes of such series will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption the Notes of such series are registered as a Global Note, that the Depository shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result the Notes of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities series held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations Holder of $1,000 or integral multiples thereof shall Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding The following terms have the first sentence of meanings given to them in this Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV3.01(b). (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture No. 2, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (including Compounded Interest ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and Additional Sums, if any) and Liquidated Damages, if any, interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption (to the "Optional registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Notwithstanding to be redeemed on the first sentence of Section 14.02, upon Redemption Date is deposited with the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after May 1such Redemption Date, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVinterest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after _______. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Initial Optional Redemption DateHolder of the Convertible Debentures, at 100% the following prices (expressed as percentages of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if anyof the Convertible Debentures) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price")) together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the Redemption Date, if redeemed during the 12-month period beginning _____: YEAR REDEMPTION PRICE ---- ---------------- and 100% if redeemed on or after _______. If Convertible Debentures are redeemed on any _______, ________, ________, or _______, accrued and unpaid interest shall be payable to holders of record on the relevant record date. So long as the corresponding Convertible Preferred Securities are outstanding, the proceeds from the redemption of any of the Convertible Debentures will be used to redeem Convertible Preferred Securities. If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Convertible Debentures will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Convertible Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Convertible Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Convertible Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption The Company may not redeem fewer than all of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by outstanding Convertible Debentures unless all accrued and unpaid interest has been paid on all of the Company of any required regulatory approvaloutstanding Convertible Debentures.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date[DECEMBER 31, 2003], at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not the Trust Agreement) of Debentures shall be deemed no longer Outstanding and a notation to that effect shall be made in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVDebenture Register. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date_________ __, 20__, at 100% of the principal amount thereof plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or by such other method utilized by that the Trustee, Trustee shall deem appropriate not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 _________or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon___:00 __.m., New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m.___:00 __.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the R&G Capital Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1_________ __, 200520__, at the Optional Redemption Price Price, and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. (d) The Company shall not effect a partial redemption of the Securities if such partial redemption would result in a delisting of the Preferred Securities from the NASDAQ National Market or such other exchange or organization as the Preferred Securities are then listed.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateSeptember 30, 2007, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from the New York Stock Exchange or any other national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of this Article XIVapplicable Par Call Date, the Company shall have the right at its option to redeem the SecuritiesNotes, in as a whole or in part, from time at a redemption price (the “Make-Whole Redemption Price”) equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) from the redemption date to the applicable Par Call Date, in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points for the 2028 Notes and 25 basis points for the 2031 Notes; together with, in each case, accrued and unpaid interest thereon on the principal amount of the Notes to be redeemed to, but not including, the Redemption Date. With respect to any redemption occurring prior to the applicable Par Call Date, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (including Compounded Interest b) At any time on or after the applicable Par Call Date, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Par Redemption Price” and Additional Sumstogether with the Make-Whole Redemption Price, if anyeach an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and Liquidated Damagesunpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, the date Redemption Date. (c) Unless the Company defaults in payment of redemption (the "Optional Redemption Price"), on and after the Redemption Date, interest will cease to accrue on the applicable Notes or portions thereof called for redemption. If On or before the Securities are only partially redeemed pursuant to this Section 14.02Redemption Date, the Securities Company shall deposit with the Paying Agent or set aside, segregate and hold in trust (if the Company is acting as Paying Agent), funds sufficient to pay the Optional Redemption Price of, and accrued and unpaid interest on, such Notes to be redeemed shall on that Redemption Date. If fewer than all of the Notes are to be selected on a pro rata basisredeemed, by lot or other method utilized by the TrusteeTrustee will select, not more than 60 days prior to the date fixed for redemption Redemption Date, the particular Notes or portions thereof to be redeemed from the outstanding Securities Notes not previously called for redemptionredemption in accordance with the procedures of DTC; provided that if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by DTC in accordance with its standard procedures therefor; provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate no Notes of a principal amount of $2,000 or less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidredeemed in part. (bd) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on The Company shall mail (or after May 1, 2005, at the Optional Redemption Price and otherwise transmit in accordance with this Article XIV. (cthe applicable procedures of DTC) Any notice of a redemption of Securities pursuant to this Section 14.01 or Section 14.02 shall be subject 3.01 to the receipt by registered address of each Holder of the Company of any required regulatory approvalNotes to be redeemed not less than 10 nor more than 60 days prior to the Redemption Date.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or any Interest Payment Date after the Initial Optional June 30, 2007 (each a "Redemption Date"), at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date Redemption Date. Any redemption pursuant to this Section 3.2(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of redemption (the "Optional Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall in good faith deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits sole discretion. The Optional Redemption Price Redemxxxxx Xxxxe shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence Any redemption of Debentures pursuant to Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will 3.1 or Section 3.2 shall be subject to optional redemptionthe Company obtaining the prior approval of the Federal Reserve, in whole onlyif such approval is then required under the applicable capital guidelines, but not in partpolicies or regulations of the Federal Reserve, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVany other required regulatory approvals. (c) Any If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the right to redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article XI of the Base Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after November 4, 2000. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Initial Optional Redemption DateHolders of the Convertible Debentures, at 100% the following prices (expressed as percentages of the principal amount thereof plusof the Convertible Debentures) (the "OPTIONAL REDEMPTION PRICE") together with accrued and unpaid interest, in each caseincluding Compounded Interest to, but excluding, the Redemption Date, if redeemed during the 12-month period beginning November 1: Year Redemption Price ---- ---------------- 2000 104.025 2001 103.450 2002 102.875 2003 102.300 2004 101.725 2005 101.150 2006 100.575 2007 and thereafter 100.000 If Convertible Debentures are redeemed on any February 1, May 1, August 1 and November 1, accrued and unpaid interest thereon (including Compounded Interest and Additional Sumsshall be payable to holders of record on the relevant Regular Record Date. So long as the corresponding Convertible Preferred Securities are outstanding, if any) and Liquidated Damages, if any, the proceeds from the redemption of the Convertible Debentures will be used to the date of redemption (the "Optional Redemption Price")redeem Convertible Preferred Securities. If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to be redeemed shall Convertible Debentures will be selected on a pro rata basis, for redemption by lot or other any method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price Price, together with any required interest payment, shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Optional Redemption Price is amounts are to be paid. (b) Notwithstanding If a partial redemption of the first sentence Convertible Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Convertible Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Convertible Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption Subject to the foregoing provisions of Securities this Section 3.2, the Company shall be permitted to redeem the Convertible Debentures pursuant to this Section 3.2, regardless of whether the Company would also be permitted to redeem the Convertible Debentures pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval3.1 hereof.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(c) and to the provisions of Article XI of the Indenture, except as otherwise may be specified in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole at any time, or in part, part from time to time, on or after the Initial Optional Redemption DateOctober 19, 2003, at 100% of a redemption price equal to the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional SumsInterest, if any) and Liquidated Damages, if any, to the date of such redemption (the "Optional Redemption Price"). (b) Any redemption pursuant to this Section 3.2 will be made upon not less than 30 days nor more than 60 days' notice to the Holder of the Debentures, at the Optional Redemption Price. If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures will be redeemed shall be selected on a pro rata basis, or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption the Debentures are registered as a Global Debenture, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities Debentures held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations Holder of $1,000 or integral multiples thereof shall Debenture to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (bc) Notwithstanding If a partial redemption of the first sentence Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Preferred Securities issued by the Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture No. 2, the Company shall have the right to redeem the Securities2025 Senior Notes, in whole or in part, at any time or from time to timetime prior to December 15, 2024, at a redemption price equal to the greater of: (i) 100% of the aggregate principal amount of the 2025 Senior Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest in respect of the 2025 Senior Notes being redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after December 15, 2024, the Initial Optional Redemption DateCompany shall have the right to redeem the 2025 Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. (including Compounded Interest and Additional Sumsb) Except as otherwise may be specified in this Supplemental Indenture No. 2, if any) and Liquidated Damagesthe Company shall have the right to redeem the 2034 Senior Notes, if anyin whole or in part, at any time or from time to time prior to April 1, 2034, at a redemption price equal to the date greater of: (i) 100% of the aggregate principal amount of the 2034 Senior Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest in respect of the 2034 Senior Notes being redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. At any time on or after April 1, 2034, the Company shall have the right to redeem the 2034 Senior Notes, in whole or in part, at a redemption (price equal to 100% of the "principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption prices set forth in this Section 3.01 shall be referred to as the “Optional Redemption Price")Prices.” The Company will deliver notice of such redemption to the registered holders of the Notes to be redeemed not less than 10 nor more than 60 days prior to the Redemption Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject . If money sufficient to optional redemption, in whole only, but not in part, on or after May 1, 2005, at pay the Optional Redemption Price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and otherwise in accordance with this Article XIVcertain other conditions are satisfied, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, time on or after the Initial Optional Redemption DateSeptember 30, 2014, at 100% the Redemption Price. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days’ nor more than 60 days’ notice to the holder of the principal amount thereof plusDebentures, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to at the date of redemption (the "Optional Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedrata. The Optional Redemption Price shall be paid prior to 12:00 noon, New York Eastern time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Indenture Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York Eastern time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and the proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Indenture Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq Global Select Market or any national securities exchange or other organization in, on or by which the Preferred Securities are then listed, traded or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or any Interest Payment Date after the Initial Optional June 30, 2007 (each a "Redemption Date"), at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date Redemption Date. Any redemption pursuant to this Section 3.2(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the holder of redemption (the "Optional Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall in good faith deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits sole discretion. The Optional Redemption Rxxxxxxxxx Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidDate. (b) Notwithstanding the first sentence Any redemption of Debentures pursuant to Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will 3.1 or Section 3.2 shall be subject to optional redemptionthe Company obtaining the prior approval of the Federal Reserve, in whole onlyif such approval is then required under the applicable capital guidelines, but not in partpolicies or regulations of the Federal Reserve, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVany other required regulatory approvals. (c) Any If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities issued by the Trust from any national securities exchange -20- or other organization on which the Trust Preferred Securities are then listed, if any, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole. (d) Subject to the provisions of this Section 3.2, the Company shall have the right to redeem Debentures in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Trust Preferred Securities to be redeemed bears to the total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 14.01 or Section 14.02 shall be subject to the receipt 3.2(d) only in exchange for and upon surrender by the Company to the Property Trustee of any required regulatory approvalthe Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in the Trust Agreement) of Debentures shall be extinguished by the Trustee and shall no longer be deemed Outstanding.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption DateJune 30, 2007, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) (Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date, ____, at 100% the Redemption Price.) (Subject to the provisions of this Article XIV, the principal amount thereof plusCompany shall have the right to redeem the Securities, in each casewhole or in part, from time to time, on or after , ____, at the optional redemption prices set forth below (ex- pressed as percentages of principal) plus accrued and unpaid interest thereon (including Compounded Additional Interest and Additional SumsCompounded Interest, if any) and Liquidated Damages, if any, to the appli- cable date of redemption (the "Optional Redemption Price")) if redeemed during the 12-month period beginning ( ) of the years indicated below. Year Percentage ---- ----------- If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to will be redeemed shall be selected on a pro rata basis, or by lot or by any other --- ---- method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, ; provided, howeverthat if at the time of redemption -------- the Securities are registered as a Global Security, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations holder of $1,000 or integral multiples thereof shall a Security to be redeemed. The Optional (Optional) Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount -------- sufficient to pay the Optional (Optional) Redemption Price by 10:00 a.m., New York time, on the date such Optional (Optional) Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH the Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional option redemption, in whole only, but not in part, on or after May 1, 2005( ), at the Optional (Optional) Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by Company obtaining the Company prior approval of any the Federal Reserve, if such approval is then required regulatory approvalunder applicable capital guidelines or policies of the Federal Reserve.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of this Article XIVBase Indenture, prior to the Par Call Date, the Company shall have the right to may redeem the SecuritiesNotes, at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Make-Whole Optional Redemption Price”) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on or after the Initial Optional Notes discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the Redemption Date, at and (2) 100% of the principal amount thereof of the Notes to be redeemed, plus, in each either case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, on the Notes to be redeemed to the date Redemption Date. (b) Subject to Article Eleven of the Base Indenture, on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price (the "“Par Call Optional Redemption Price"). If ”) equal to 100% of the Securities are only partially principal amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to the Redemption Date. (c) Unless the Company defaults in payment of the Optional Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. (d) Notice of any redemption pursuant to this Section 14.02, the Securities to be redeemed 4.1 shall be selected on a pro rata basisgiven as provided in Section 1104 of the Base Indenture, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, except that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result any notice of such pro rata redemption, redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall redeem Securities of each calculate such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities Optional Redemption Price and shall use such method (including, without limitation, by lot) as promptly notify the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedTrustee thereof. The Company’s actions and determinations in determining the Optional Redemption Price shall be paid prior to 12:00 noonconclusive and binding for all purposes, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidabsent manifest error. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture No. 10, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (including Compounded Interest ii) the sum of the present values of the remaining scheduled payments of principal and Additional Sums, if any) and Liquidated Damages, if any, interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption (to the "Optional registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order . The Trustee shall not be responsible for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at calculating the Optional Redemption Price and otherwise in accordance with this Article XIVPrice. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article Eleven of the Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after September 17, 2000. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Initial Optional Redemption DateHolder of the Convertible Debentures, at 100% the following prices (expressed as percentages of the principal amount thereof plusof the Convertible Debentures) (the "OPTIONAL REDEMPTION PRICE") together with accrued and unpaid interest, in each caseincluding Compounded and Additional Interest to, but excluding, the Redemption Date, if redeemed during the 12-month period beginning September 15: Year Redemption Price ---- ---------------- 2000 103.00% 2001 102.50 2002 102.00 2003 101.50 2004 101.00 2005 100.50 and 100% if redeemed on or after September 15, 2006. If Convertible Debentures are redeemed on any March 15, June 15, September 15, or December 15, accrued and unpaid interest thereon (including Compounded Interest and Additional Sumsshall be payable to Holders of record on the relevant record date. So long as the corresponding Trust Preferred Securities are outstanding, if any) and Liquidated Damages, if any, the proceeds from the redemption of the Convertible Debentures will be used to the date of redemption (the "Optional Redemption Price")redeem Trust Preferred Securities. If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities to Convertible Debentures will be redeemed shall be selected on a pro rata basis, PRO RATA or by lot or by any other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Convertible Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. Preferred Securities issued by a court of competent jurisdictionthe Trust from any national securities exchange or other organization on which the Trust Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Convertible Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to Article XI of the provisions of this Article XIVBase Indenture, the Company shall have the right to redeem the SecuritiesNotes, at any time in whole or from time to time in part, from time prior to timeDecember 15, on or after 2047 at a redemption price equal to the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest in respect of the Notes to be redeemed discounted to the Redemption Date (excluding interest accrued to the Redemption Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to on the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities Notes to be redeemed shall be selected to, but excluding, the Redemption Date. Subject to Article XI of the Base Indenture, commencing on a pro rata basisDecember 15, by lot or other method utilized by 2047 (the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption“Par Call Date”), the Company shall have the right to redeem Securities the Notes, at any time in whole or from time to time in part, at a redemption price equal to 100% of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate the principal amount of at least $100,000 or such Securityholder no longer holds any Securities the Notes to be redeemed, plus accrued and shall use such method (includingunpaid interest thereon to, without limitationbut excluding, by lotthe Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the first two paragraphs of this Section 4.1(a) is referred to herein as the Company shall deem fair “Optional Redemption Price” with respect to such redemption. On and appropriateafter a Redemption Date, provided, further, that any such method of selection may be made interest will cease to accrue on the basis Notes called for redemption (unless the Company defaults in the payment of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noonand accrued interest). On or before a Redemption Date, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, of and accrued interest on the date such Optional Redemption Price is Notes to be paidredeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each Holder of such Notes. (b) Notwithstanding Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the first sentence Base Indenture, except that (i) any notice of Section 14.02, upon such redemption shall not specify the entry related Optional Redemption Price but only the manner of an order calculation thereof and (ii) notice shall be given not less than 10 days prior to the Redemption Date. The Trustee shall not be responsible for dissolution the calculation of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after May 1, 2005, at the such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and otherwise in accordance with this Article XIVpromptly notify the Trustee thereof. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date__________, 2006, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3, the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Trust Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount or that number of Common Securities that bears the same proportion to the total number of Common Securities the outstanding as the number of Trust Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Trust Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the amount of Common Securities, whereupon the Property Trustee of the Trust Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Trust Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Trust Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from the Nasdaq National Market System or any other automated quotation system or securities exchange on which the Trust Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plus, in each case, accrued of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and unpaid interest thereon (not including Compounded Interest and Additional Sumsany portion of such payments of interest accrued as of the Redemption Date), if any) and Liquidated Damages, if any, discounted to the date Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus in each case accrued interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date. The Company will mail notice of such redemption (to the "Optional registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Notwithstanding to be redeemed on the first sentence of Section 14.02, upon Redemption Date is deposited with the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after May 1such Redemption Date, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVinterest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.3(c), except as otherwise may be specified in this Article XIVIndenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after the Initial Optional Redemption Date______________ 2007, at a Redemption Price equal to 100% of the principal amount thereof plus, in each case, to be redeemed plus any accrued and unpaid interest thereon (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, to the date of such redemption. Any redemption (pursuant to this Section 3.3(a) shall be made upon not less than 30 days' nor more than 60 days' notice to the "Optional holder of the Debentures, at the Redemption Price"). If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.3(a), the Securities to Debentures shall be redeemed shall be selected on a pro rata basis, or by lot or in such other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) manner as the Company Trustee shall deem appropriate and fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedits discretion. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided determines PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding Subject to the first sentence provisions of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction3.3(c), the Company shall have the right to redeem Debentures at any time and from time to time in a principal amount equal to the Liquidation Amount (as defined in the Trust Agreement) of any Preferred Securities thereafter will purchased and beneficially owned by the Company, plus an additional principal amount of Debentures equal to the Liquidation Amount (as defined in the Trust Agreement) of that number of Common Securities that bears the same proportion to the total number of Common Securities then outstanding as the number of Preferred Securities to be subject redeemed bears to optional redemptionthe total number of Preferred Securities then outstanding. Such Debentures shall be redeemed pursuant to this Section 3.3(b) only in exchange for and upon surrender by the Company to the Property Trustee of the Preferred Securities and a proportionate amount of Common Securities, whereupon the Property Trustee shall cancel the Preferred Securities and Common Securities so surrendered and a Like Amount (as defined in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price Trust Agreement) of Debentures shall be extinguished by the Trustee and otherwise in accordance with this Article XIVshall no longer be deemed Outstanding. (c) Any If a partial redemption of the Debentures would result in the delisting of the Preferred Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt issued by the Trust from The Nasdaq National Market or any national securities exchange or other organization on which the Preferred Securities are then listed or quoted, the Company of any required regulatory approvalshall not be permitted to effect such partial redemption and may only redeem the Debentures in whole or in part to such extent as would not cause a delisting.

Optional Redemption by Company. (a) Subject to Article Eleven of the provisions of this Article XIVBase Indenture, the Company shall have the right to redeem either series of the SecuritiesNotes, in whole or in part, at any time and from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed; and (ii) the sum of (x) the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Adjusted Treasury Rate plus (y) 20 basis points, in each casethe case of the 2018 Notes, and 25 basis points, in the case of the 2023 Notes, plus accrued and unpaid interest thereon to but excluding the Redemption Date. (including Compounded Interest b) On and Additional Sumsafter the applicable Redemption Date, if any) and Liquidated Damages, if any, interest will cease to accrue on the date Notes or any portion of the Notes called for redemption (unless the "Company defaults in the payment of the Optional Redemption Price"Price and accrued interest). If On or before the Securities are only partially redeemed pursuant to this Section 14.02, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemptionapplicable Redemption Date, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall will deposit with a Paying Agent (or the Trustee an amount Trustee) money sufficient to pay the Optional Redemption Price by 10:00 a.m.of, New York timeand accrued interest on, on the date such Optional Redemption Price is Notes to be paid. (b) Notwithstanding redeemed on such Redemption Date. If less than all of the first sentence Notes of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdictionseries are to be redeemed, the Securities thereafter will Notes to be redeemed shall be selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, by lot and subject to optional redemption, in whole only, but not in part, on applicable DTC procedures or after May 1, 2005, at regulations or by such method as the Optional Redemption Price and otherwise in accordance with this Article XIVTrustee shall deem appropriate. (c) Any Notice of any redemption of Securities pursuant to this Section 14.01 or Section 14.02 4.1 shall be subject to given as provided in Section 1104 of the receipt by Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company of any required regulatory approvalshall calculate such Optional Redemption Price and promptly notify the Trustee thereof.

Optional Redemption by Company. (a) Subject to the provisions of Sections 3.1(b), (c), and (d) and to the other provisions of this Article XIVIII, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after ________ __, 20__ [three years after the Initial Optional Redemption Datedate of issuance], upon not less than 20 days nor more than 60 days notice to the Holders of the Debentures, at 100% the following prices (expressed as percentages of the principal amount thereof of the Debentures) (the "Optional Redemption Price"), if redeemed during the 12-month period beginning ________ __ [the month and day of issuance]: Year Redemption Price ---- ---------------- 20__ [the third year after the year of 102.0% issuance] 20__ [the fourth year after the year of 101.0% issuance] 20__ [the fifth year after the year of 100.0% issuance] and thereafter plus, in each case, accrued and unpaid interest thereon (including Compounded Interest and Additional SumsPayments, if any) and Liquidated Damagesto, if any, to the date of redemption (the "Optional Redemption Price"). If the Securities are only partially redeemed pursuant to this Section 14.02but excluding, the Securities to be redeemed shall be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedRedemption Date. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding If a partial redemption of the first sentence Debentures would result in the delisting of Section 14.02, upon the entry of an order for dissolution of UCBH Convertible Preferred Securities issued by the Insignia Trust Co. by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Debentures in whole only, but not in part, on or after May 1, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVwhole. (c) Any redemption The Company may not redeem fewer than all of Securities the outstanding Debentures unless all accrued and unpaid interest has been paid on all of the outstanding Debentures. (d) Notwithstanding the foregoing, if Debentures are redeemed on any March 31, June 30, September 30, or December 31, accrued and unpaid interest (and Additional Payments, if any) shall be payable to Holders of record on the relevant record date, instead of the Holders on the Redemption Date. (e) Notwithstanding the foregoing, the Trustee shall not redeem any Debentures pursuant to this Section 14.01 3.1 or Section 14.02 shall be subject to mail any notice of optional redemption during the receipt by continuance of a default in payment of interest or premium on the Company Debentures or of any required regulatory approvalEvent of Default of which, in the case of any Event of Default other than under Section 7.1(a) or (b), a Responsible Officer of the Trustee has Actual Knowledge.

Optional Redemption by Company. (a) Subject to the provisions of Except as otherwise may be specified in this Article XIVSupplemental Indenture No. 3, the Company shall have the right to redeem the SecuritiesNotes, in whole or in part, at any time or from time to time, on or after at a redemption price (the Initial “Optional Redemption Date, at Price”) equal to the greater of: (i) 100% of the principal amount thereof plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; and (including Compounded Interest ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and Additional Sums, if any) and Liquidated Damages, if any, interest (exclusive of interest accrued to the date Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. The Company will mail notice of such redemption (to the "Optional registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Price")Date. If the Securities Notes are only partially redeemed pursuant to this Section 14.023.01, the Securities Notes to be redeemed shall will be selected on a pro rata basis, by lot or other method utilized by the Trustee, not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, howeverthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, that the Depositary shall determine, in accordance with respect to Securityholders that would be required to hold Securities with an aggregate its procedures, the principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may Notes to be made on the basis of the aggregate principal amount of Securities redeemed held by each Securityholder and may be made by making of its participants that holds a position in such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemedNotes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption Redemption Date or at such earlier later time as is then permitted by the Company determinesrules of the Depositary for the Notes (if then registered as a Global Note); provided, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. . If money sufficient to pay the redemption price of all of the Notes (bor portions thereof) Notwithstanding to be redeemed on the first sentence of Section 14.02, upon Redemption Date is deposited with the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after May 1such Redemption Date, 2005, at the Optional Redemption Price and otherwise in accordance with this Article XIVinterest will cease to accrue on such Notes (or such portion thereof) called for redemption. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval.

Optional Redemption by Company. (a) Subject At any time prior to the provisions of this Article XIVapplicable Par Call Date, the Company shall have the right at its option to redeem the SecuritiesNotes, in as a whole or in part, from time at a redemption price (the “Make-Whole Redemption Price”) equal to time, on or after the Initial Optional Redemption Date, at greater of: (i) 100% of the principal amount thereof plusof the Notes to be redeemed; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) from the redemption date to the applicable Par Call Date, in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points for the 2026 Notes and 35 basis points for the 2046 Notes; together with, in each case, accrued and unpaid interest thereon on the principal amount of the Notes to be redeemed to, but not including, the Redemption Date. With respect to any redemption occurring prior to the applicable Par Call Date, the Company shall give the Trustee notice of the Make-Whole Redemption Price promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation. (including Compounded Interest b) At any time on or after the applicable Par Call Date, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Par Redemption Price” and Additional Sumstogether with the Make-Whole Redemption Price, if anyeach an “Optional Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed; plus, accrued and Liquidated Damagesunpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, the date Redemption Date. (c) Unless the Company defaults in payment of redemption (the "Optional Redemption Price"), on and after the Redemption Date, interest will cease to accrue on the applicable Notes or portions thereof called for redemption. If On or before the Securities are only partially redeemed pursuant to this Section 14.02Redemption Date, the Securities Company shall deposit with the Paying Agent or set aside, segregate and hold in trust (if the Company is acting as Paying Agent), funds sufficient to pay the Optional Redemption Price of, and accrued and unpaid interest on, such Notes to be redeemed shall on that Redemption Date. If fewer than all of the Notes are to be selected on a pro rata basisredeemed, by lot or other method utilized by the TrusteeTrustee will select, not more than 60 days prior to the date fixed for redemption Redemption Date, the particular Notes or portions thereof to be redeemed from the outstanding Securities Notes not previously called for redemptionredemption in accordance with the procedures of DTC; provided that if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by DTC in accordance with its standard procedures therefor; provided, however, that with respect to Securityholders that would be required to hold Securities with an aggregate no Notes of a principal amount of $2,000 or less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held by each Securityholder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Securities in denominations of $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paidredeemed in part. (bd) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of UCBH Trust Co. by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on The Company shall mail (or after May 1, 2005, at the Optional Redemption Price and otherwise transmit in accordance with this Article XIV. (cthe applicable procedures of DTC) Any notice of a redemption of Securities pursuant to this Section 14.01 or Section 14.02 shall be subject 3.02 to the receipt by registered address of each Holder of the Company of any required regulatory approvalNotes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.