TABLE OF CONTENTS

		Page
AGREEMENT AND PLAN OF MERGER			1
ARTICLE I THE MERGER			1
1.1. Definitions			1
1.2. The Merger			1
1.3. Closing; Effective Time			2
1.4. Effects of the Merger			2
1.5. Conversion of Company Percentage Interests			2
1.6. UCBH Capital Stock; Buyer Interests			3
1.7. Certificate of Formation			3
1.8. Limited Liability Company Agreement			3
1.9. Managers and Officers			3
1.10. Approval by BVI and Dr. Huang			3
ARTICLE II DELIVERY OF MERGER CONSIDERATION			3
2.1. Cash Amount Adjustment			3
2.2. Transfer of Company Percentage Interests			4
2.3. Conversion Procedures			4
ARTICLE III DISCLOSURE SCHEDULES; REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE BANK, BVI, DR. HUANG AND UCBH			5
3.1. Disclosure Schedule			5
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE BANK, BVI AND DR. HUANG			5
4.1. Corporate Organization			5
4.2. Capitalization			7
4.3. Authority; No Violation			9
4.4. Consents and Approvals			9
4.5. Regulatory Reports			10
4.6. Financial Statements			10
4.7. Brokers Fees			11
4.8. Absence of Certain Changes or Events			11
4.9. Legal Proceedings			13
4.10. Taxes			13
4.11. Employee Benefit Plans			15

TABLE OF CONTENTS
(continued)

		Page
4.12. Disclosure Controls and Procedures			16
4.13. Company Information			16
4.14. Compliance with Applicable Law			16
4.15. Contracts			18
4.16. Environmental Matters			18
4.17. Derivative Transactions			19
4.18. Approvals			19
4.19. Loans and Deposits			19
4.20. Property			20
4.21. Labor Matters			21
4.22. Insurance			21
4.23. Absence of Undisclosed Liabilities			22
4.24. Qualification as Reorganization			22
4.25. Offices and ATMs			22
4.26. Community Reinvestment Act			23
4.27. Bank Secrecy Act			23
4.28. Trust Administration			23
4.29. Investment Management and Related Activities			23
4.30. Cancellation of Debt and Contribution to the Company			23
4.31. Rule 145 Affiliates			24
4.32. Full Disclosure			24
ARTICLE V REPRESENTATIONS AND WARRANTIES OF UCBH			24
5.1. Corporate Organization			24
5.2. Authority; No Violation			24
5.3. Consents and Approvals			25
5.4. Brokers Fees			25
5.5. UCBH Information			25
5.6. Ownership of Company Percentage Interests and Bank Common Stock			25
5.7. Access to Funds			26
5.8. Approvals			26
5.9. Legal Proceedings			26
5.10. Compliance with Applicable Law			26

TABLE OF CONTENTS
(continued)

		Page
5.11. Regulatory Reports			27
5.12. Full Disclosure			27
5.13. Capitalization			27
5.14. Financial Statements			28
5.15. Absence of Certain Changes or Events			28
5.16. Disclosure Controls and Procedures			29
5.17. Absence of Undisclosed Liabilities			29
5.18. Qualification as Reorganization			29
5.19. SEC Documents			29
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BVI			29
6.1. Requisite Power and Authority			29
6.2. Capitalization			30
6.3. Purchase Entirely for Own Account			30
6.4. Disclosure of Information			30
6.5. Restricted Securities			30
6.6. Accredited Investor			31
6.7. Foreign Jurisdiction			31
6.8. Full Disclosure			31
ARTICLE VII COVENANTS RELATING TO CONDUCT OF BUSINESS			31
7.1. Covenants of the Company and its Subsidiaries			31
7.2. Covenants of UCBH			34
7.3. Covenants of UCBH, Buyer, the Company, the Bank, BVI and Dr. Huang			34
ARTICLE VIII ADDITIONAL AGREEMENTS			34
8.1. Regulatory Matters			34
8.2. No Solicitation			35
8.3. Access to Information			36
8.4. Confidentiality			37
8.5. Notification of Certain Matters			37
8.6. Employee Benefit Plans			37
8.7. Indemnification			37
8.8. Registration Rights, Lock-Up and Standstill Agreement			39
8.9. Agreement to Retain Company Percentage Interests and BVI Common Stock			39

TABLE OF CONTENTS
(continued)

		Page
8.10. Employees			39
8.11. Insurance			39
8.12. Bonus Payments			39
8.13. Reasonable Efforts; Additional Agreements			40
ARTICLE IX CONDITIONS PRECEDENT			41
9.1. Conditions to Obligations of UCBH, Buyer and the Company to Effect the Merger			41
9.2. Conditions to Obligations of UCBH and Buyer			42
9.3. Conditions to Obligations of the Company			44
9.4. Frustration of Closing Conditions			45
ARTICLE X TERMINATION AND AMENDMENT			45
10.1. Termination			45
10.2. Effect of Termination			47
10.3. Amendment			48
10.4. Extension; Waiver			48
ARTICLE XI GENERAL PROVISIONS			48
11.1. Nonsurvival of Representations and Warranties, Covenants and Agreements			48
11.2. Expenses			48
11.3. Notices			48
11.4. Interpretation			50
11.5. Counterparts			50
11.6. Entire Agreement			50
11.7. Governing Law			51
11.8. Enforcement of Agreement			51
11.9. Severability			51
11.10. Publicity			51
11.11. Assignment; No Third Party Beneficiaries			51
11.12. Fax Signatures			51

TABLE OF CONTENTS
(continued)

		Page

APPENDIX I Definitions

EXHIBIT A Form of Plan and Agreement of Merger

EXHIBIT B Form of Certificates of Approval

EXHIBIT C Form of Plan of Merger and Certificates

EXHIBIT D Form of Delaware Certificate of Merger

EXHIBIT E Form of Registration Rights, Lock-Up and Standstill Agreement

EXHIBIT F Forms of Tax Representation Letters

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2007 (this Agreement), is entered into by and among UCBH Holdings, Inc., a Delaware corporation registered under the Bank Holding Company Act of 1956, as amended (UCBH), UCB Merger II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of UCBH (Buyer), CAB Holding, LLC, a Delaware limited liability company registered under the Bank Holding Company Act of 1956, as amended (the Company), CAB International Holding Limited, a British Virgin Islands company and the sole holder of all of the Company Percentage Interests (as defined below) (BVI), and Dr. Paul Shi H. Huang, (Dr. Huang), the sole holder of all of the issued and outstanding shares of BVI Common Stock (as defined below), and, for purposes of Articles III, IV and VIII and Section 7.3 only, The Chinese American Bank, a New York state-chartered bank (the Bank), and, for purposes of Section 8.13(e) only, United Commercial Bank, a California state-chartered bank (UCB) and The China Safe Deposit Company, a New York corporation.

     WHEREAS, the boards of directors of UCBH and BVI, the managing member of the Company, and the manager of Buyer have determined that it is in the best interests of their respective companies and their shareholders or the sole member, as the case may be, to consummate the business combination transaction provided for herein in which the Company will, subject to the terms and conditions set forth herein, merge with and into Buyer, with Buyer being the surviving entity (the Merger), and Dr. Huang has determined that it is in his best interests to consummate the Merger;

     WHEREAS, UCBH contemplates that, following the Merger and at its sole and unilateral discretion, UCBH shall effect a sideways merger of the Bank, a wholly owned subsidiary of the Company prior to the Merger and a wholly-owned subsidiary of Buyer following the Merger, with and into UCBHs banking subsidiary, UCB, as the surviving company, as provided for in agreements and certificates in substantially the forms attached hereto as Exhibits A, B and C;

     WHEREAS, the parties intend for the Merger to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (collectively, the Code); and

     WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MERGER

     1.1. Definitions. In addition to those terms defined throughout this Agreement, the defined terms used herein have the meanings set forth on Appendix I hereto.

     1.2. The Merger. Subject to the terms and conditions of this Agreement, in accordance with applicable provisions of the NYBL, the NYBCL, the CFC, the DLLCA and the Bank Holding Company Act of 1956, as amended and the Riegle-Neal Banking and Branching Efficiency Act of 1994, at the Effective Time, the Company shall merge with and into Buyer. Buyer shall be the surviving company (hereinafter sometimes called the Surviving Company) in the Merger. The name of the Surviving Company shall be UCB Merger II, LLC. Upon consummation of the Merger, the separate legal

existence of the Company shall terminate. The parties hereby adopt this Agreement as a plan of reorganization within the meaning of Section 368 of the Code and the Treasury Regulations thereunder.

     1.3. Closing; Effective Time.

          (a) Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the Closing) will take place at the close of business or other agreed time on the fifth business day after the latest to occur of the conditions set forth in Article IX hereof (other than those conditions which relate to actions to be taken at the Closing) having been waived or satisfied (the Closing Date), at the offices of Squire, Sanders & Dempsey L.L.P., One Maritime Plaza, Suite 300, San Francisco, California 94111-3492 unless another time, date or place is agreed to in writing by the parties hereto.

          (b) Effective Time. Subject to the provisions of this Agreement, a certificate of merger complying with the applicable provisions of Section 18-209 of the DLLCA (the Delaware Certificate of Merger), in substantially the form attached hereto as Exhibit D, shall be duly executed and filed with the Secretary of State of the State of Delaware (the Delaware Secretary), on the Closing Date by the Company and Buyer. The Merger shall become effective at such time as the filing with the Delaware Secretary of the Delaware Certificate of Merger becomes effective (the Effective Time).