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Registration Rights, Lock Up and Standstill Agreement

REGISTRATION RIGHTS, LOCK UP

AND STANDSTILL AGREEMENT

This Registration Rights, Lock Up And Standstill Agreement (this Agreement) is made and entered into as of January 10, 2007, by and among UCBH Holdings, Inc., a Delaware corporation registered under the Bank Holding Company Act of 1956, as amended (UCBH), CAB International Holding Limited, a British Virgin Islands company (the Company) and Dr. Paul Shi H. Huang, the sole holder of all of the issued and outstanding capital stock of the Company (Dr. Huang).

Whereas, UCBH, UCB Merger II, LLC, a Delaware limited liability company and a wholly owned subsidiary of UCBH (Buyer), the Company, CAB Holding LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (CAB LLC) and Dr. Huang have entered into that certain Agreement and Plan of Merger, dated as of even date herewith (the Merger Agreement);

Whereas, pursuant to the terms of the Merger Agreement, CAB LLC will merge with and into Buyer (the Merger), Buyer will be the surviving limited liability company and the Company, sole member of CAB LLC, will receive Merger consideration comprised of cash and newly issued shares of common stock of UCBH, par value $0.01 per share (the Common Stock), as a result of the Merger;

Whereas, UCBH desires to provide the registration rights set forth in this Agreement with respect to the Registrable Securities (as defined below) in order to induce the Company, CAB LLC and Dr. Huang to enter into the Merger Agreement, and to agree to certain lock up and standstill restrictions set forth in this Agreement with respect to the Registrable Securities; and

Whereas, in order to induce UCBH and Buyer to enter into the Merger Agreement and to induce UCBH to provide the registration rights set forth in this Agreement, the Company and Dr. Huang desire to agree to certain lock up and standstill restrictions with respect to the Registrable Securities on the terms and conditions more fully set forth herein (the Company and Dr. Huang collectively and jointly and severally are referred to herein as the Holder).

Now, Therefore, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:

SECTION 1. DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) 1934 Act shall mean the Securities Exchange Act of 1934, as amended.

(b) Act shall mean the Securities Act of 1933, as amended.

(d) Common Stock shall have the meaning set forth in the Recitals above.

(e) Form S-3 shall mean Form S-3 promulgated under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by UCBH with the SEC before and after the effective date of the registration statement on such form.

(f) The terms register, registered, and registration refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness (or deemed effectiveness) of such registration statement or document.

(g) Registrable Securities mean (i) the shares of Common Stock issued to the Company pursuant to Section 1.5 of the Merger Agreement, and (ii) any shares of Common Stock issued as a dividend, stock split or other distribution with respect to or in exchange for or in replacement of the shares referred to in Section 1.1(g)(i) above; provided, however, that Registrable Securities shall not include any securities described in Sections 1.1(g)(i) or 1.1(g)(ii) above which (A) have been sold to the public either pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Act or (B) are subject to any Transfer (as defined in Section 3.1 of this Agreement) other than as permitted under Section 3 of this Agreement.

(h) Registration Expenses shall mean the reasonable expenses incident to performance of or compliance by UCBH with Section 2 of this Agreement, including (i) all SEC and stock exchange registration and filing fees, (ii) all fees and expenses of complying with securities or blue sky laws, (iii) all printing expenses, (iv) all fees and expenses incurred in connection with the listing of Registrable Securities on the Nasdaq Global Select Market and all rating agency fees, and (v) the fees and disbursements of counsel for UCBH and of its independent public accountants, including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, but excluding underwriting discounts, selling commissions, fees or other compensation payable to placement agents, fees and expenses of underwriters and/or placement agents (including legal fees) and transfer taxes, if any.

(i) SEC shall mean the United States Securities and Exchange Commission.

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