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Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2005 (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 (Buyer), UCBH Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Buyer (Merger Sub), and Pacifica Bancorp, Inc., a Washington corporation registered under the Bank Holding Company Act of 1956, as amended (the Company).

WHEREAS, the Boards of Directors of Buyer, Merger Sub and the Company have determined that it is in the best interests of their respective companies and their stockholders 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 Merger Sub, with Merger Sub being the surviving entity (the Merger);

WHEREAS, it is contemplated that the business combination contemplated herein shall be immediately followed by a merger of Companys banking subsidiary, Pacifica Bank (the Bank), with and into Buyers bank subsidiary, United Commercial Bank (UCB), as provided for in agreements in substantially the form attached hereto as Exhibits A and B; 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:

1.1 Definitions. The defined terms used in this Agreement 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 WBCA, the CFC and the CGCL, at the Effective Time, the Company shall merge with and into Merger Sub. Merger Sub shall be the surviving corporation (hereinafter sometimes called the Surviving Corporation) in the Merger and shall continue its corporate existence under the laws of the State of California. The name of the Surviving Corporation shall be UCBH Merger Sub, Inc. Upon consummation of the Merger, the separate corporate existence of the Company shall terminate.

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 10:00 a.m. on the fifth (5th) business day after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VIII hereof (other than those conditions which relate to actions to be taken at

the Closing) (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. The Closing Date shall not take place between September 1, 2005 and October 6, 2005.

(b) Effective Time. Subject to the provisions of this Agreement, an agreement of merger complying with Section 1101 of the CGCL and Section 23B.11.070 of the WBCA (the Agreement of Merger) and officers certificates complying with Section 1103 of the CGCL (the California Certificates) shall be duly prepared, executed and filed with the Secretary of State of the State of California (the California Secretary) and the Secretary of State of the State of Washington (the Washington Secretary) on the Closing Date by the Company and Merger Sub. The Merger shall become effective at such time the filings with the California Secretary and the Washington Secretary of the Agreement of Merger both become effective (the Effective Time).

1.4 Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in Section 1107 of the CGCL and Section 23B.11.060 of the WBCA.

1.5 Conversion of Company Capital Stock.

(a) At the Effective Time, subject to the exceptions and limitations set forth in Section 2.4 hereof, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than (y) any shares of Company Capital Stock held directly or indirectly by Buyer or any of Buyers Subsidiaries (except for Trust Account Shares and DPC Shares) and (z) Dissenting Shares), shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive, at the election of the holder thereof as provided in Section 2.2 hereof, either (i) shares of Buyer Common Stock in accordance with the Exchange Ratio, or (ii) cash in the amount of the Per Share Cash Consideration (collectively, the Merger Consideration).

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