CHANGE IN CONTROL AGREEMENT

EXHIBIT 10.2

CHANGE IN CONTROL AGREEMENT

     This AGREEMENT is made effective as of June 9, 2005 by and among United Commercial Bank (the “Bank”), a California bank, with its principal administrative office at 555 Montgomery Street, San Francisco, California 94111, UCBH Holdings, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of the Bank (any reference to the Company shall be deemed to include the Holding Company and the Bank) and Jonathan H. Downing (“Executive”).

     In consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows:

     The period of this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement and continuing at each anniversary date thereafter, the board of directors of the Company (the “Board”) may extend the Agreement for an additional year. The Board will review the Agreement and Executive’s performance annually for purposes of determining, within its sole discretion, whether to extend this Agreement, and the results thereof shall be included in the minutes of the Board’s meeting.

     (a) For purposes of this Agreement, a “Change in Control” of the Company shall mean an event or series of event of a nature that at such time: (i) any “person” (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as determined under Rule 13d of such Act), directly or indirectly, of voting securities of the Bank or the Holding Company representing fifty percent (50%) or more of the Bank’s or the Holding Company’s outstanding voting securities or right to acquire such securities except for any voting securities of the Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank or the Holding Company, or (ii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or the Holding Company is not the resulting entity.

     (b) If a Change in Control has occurred pursuant to Section 2(a), Executive shall be entitled to the benefits provided in paragraph (c) of this Section 2 upon his subsequent termination of regular employment within thirty-six (36) months following the Change in Control due to: (i) termination of Executive’s employment (other than Termination for Cause as defined below) or (ii) Executive resigns following any material adverse change in or loss of title, office or significant authority or responsibility, material reduction in base salary or benefits (excluding bonus) or relocation of his principal place of employment by more than 25

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miles from its location at the time of the Change in Control (“Change of Duties”). No benefits shall be provided to the Executive pursuant to this Agreement if the Executive is terminated for reasons other than those specified in this paragraph 2(b).

     (c) Upon Executive’s entitlement to benefits pursuant to Section 2(b), (i) the Company shall pay Executive, or in the event of his subsequent death or disability, his beneficiaries, his estate or other representative, as the case may be, a sum equal to three (3) times the highest annual compensation (defined as base salary and bonus) due to the Executive for the last three years immediately preceding the Change in Control or such lesser number of years in the event that Executive shall been employed by the Company for less than three years, less all required and applicable withholding; and (ii) any unvested stock options and related rights and unvested awards granted to Executive under any stock option and similar plans shall immediately vest and shall be exercisable within one (1) year. Within ten (10) days of Executive’s entitlement of benefits pursuant to Section 2(b), the Executive can elect to receive a lump sum payment for the compensation benefits set forth in subsection (c)(i) above. In the event that no election is made, payment to Executive shall be made on a monthly basis over a period of thirty-six (36) months.

     (d) Upon the occurrence of a Change in Control followed by Executive’s termination of employment or resignation (other than Termination for Cause), the Company and its successors or assigns shall cause to be continued life, medical and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to Executive’s termination or resignation. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the date of termination or resignation.

     (e) As used in this Section 2, the term “Termination for Cause” shall mean termination because of an act or acts of gross misconduct, willful neglect of duties or conviction of a felony or equivalent violation of law or any other act or failure to act that materially damages the reputation of the Company as determined by the Board in its sole discretion after a good faith investigation. For the purposes of this Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or omitted to be done, without reasonable belief that the action or omission was in the best interests of the Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than seventy five percent (75%) of the members of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the relevant facts supporting the Termination for Cause. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination. The Date of Termination shall be the date on which the Notice of Termination is delivered to Executive or, in the event the Company is unable to reasonably locate Executive, three (3) business days after delivery of such Notice of Termination to Executive at his last known address.

     (f) Company expressly acknowledges and agrees that Executive shall have a contractual right to the full benefits of this Agreement, and Company and any successor

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expressly waives any rights it may have to deny liability for any breach of its contractual commitment hereunder upon the grounds of lack of consideration, accord and satisfaction or similar defense. In any dispute arising after a Change of Control as to whether Executive is entitled to the benefits of this Agreement and all incentive plans, there shall be a presumption that the Executive is entitled to such benefits and the burden of proving otherwise shall be on the Company or any successor.

     (a) In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company (the “Covered Payments”), would be an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986 (the “Code”) and would thereby subject the Executive to the tax (the “Excise Tax”) imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed), the provisions of this Section 3 shall apply to determine the amounts payable to Executive pursuant to this Agreement.

     (b) Immediately following delivery of any Notice of Termination, the Company shall notify the Executive of the aggregate present value of all termination benefits to which the Executive would be entitled under this Agreement and any other plan, program or arrangement as of the Date of Termination, together with the projected maximum payments, determined as of such projected Date of Termination that could be paid without the Executive being subject to the Excise Tax.

     (c) If the aggregate value of all compensation payments or benefits to be paid or provided to the Executive under this Agreement and any other plan, agreement or arrangement with the Company exceeds the amount which can be paid to the Executive without the Executive incurring an Excise Tax and the Executive would receive a greater net after-tax amount (taking into account all applicable taxes payable by the Executive, including any Excise Tax) by applying the limitation contained in this Section 3(c), then the amounts payable to the Executive under this Section 3 shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without the Executive becoming subject to such an Excise Tax (such reduced payments to be referred to as the “Payment Cap”). In the event that the Executive receives reduced payments and benefits hereunder, the Executive shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that he will receive in connection with the application of the Payment Cap. If it shall be determined that Executive would not receive a net after-tax benefit (taking into account income, employment and any Excise Tax) resulting from application of the Payment Cap, then no reduction shall be made with respect to the pay or benefits due to Executive.

     (d) For purposes of determining whether any of the covered Payments will be subject to the Excise Tax and the amount of such Excise Tax:

     (i) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated

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as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants or tax counsel selected by such accountants (the “Accountants”), relying on the best authority available at the time of such determination (including, but not limited to, any proposed Treasury Regulations upon which taxpayers may rely), that the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and

     (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code

     (e) For purposes of determining whether the Executive would receive a greater net after-tax benefit were the amounts payable under this Agreement reduced in accordance with Section 3(c), the Executive shall be deemed to pay:

     (i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the first amounts are to be paid hereunder, and

     (ii) any applicable state and local income taxes at the highest applicable marginal rate of taxation for such calendar year, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year; provided, however, that the Executive may request that such determination be made based on his individual tax circumstances, which shall govern such determination so loan as the Executive provides to the Accountants such information and documents as the Accountants shall reasonably request to determine such individual circumstances.

     (f) If the Executive receives reduced payments and benefits under this Section 3 (or this Section 3 is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of the court or an Internal Revenue Service proceeding (a “Final Determination”) that, notwithstanding the good faith of the parties in applying the terms of this Agreement, the aggregate “parachute payments” within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject to an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 3(c), then the amount equal to such excess parachute payments shall be promptly refunded by the Executive on demand. If this Section 3 is not applied to reduce the Executive’s entitlements under this Agreement because the Accountants determine that the Executive would not receive a greater net after-tax benefit by applying this Section 3 and it is established pursuant to a Final Determination that, notwithstanding the good faith of the parties in applying the terms of this Agreement, the Executive would have received a greater net after-tax benefit by subjecting his payments and

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benefits hereunder to the Payment Cap, then the aggregate “parachute payments” paid to the Executive or for his benefit in excess of the Payment Cap shall be refunded by the Executive as soon as possible. If the Executive receives reduced payments and benefits by reason of this Section 3 and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap as soon as practicable.

     (a) Any purported termination by the Company or resignation by Executive in connection with a Change in Control or within 36 months after the Change in Control shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

     (b) “Date of Termination” shall mean the date described in paragraph 2(d) above.

     (c) Executive shall have thirty (30) days within which to dispute the Notice of Termination, or he shall forever waive any arguments, disputes, bases, or reasons that the Notice of Termination is improper, void, unenforceable, ineffective or should not preclude him from being converted to stand-by employment status and receiving the benefits of paragraph 2(c). Any dispute must be made timely by delivering written notice to the Company’s designee within such thirty (30) days, which written notice shall contain a description with reasonable detail of all reasons, bases, and facts constituting and supporting Executive’s dispute. The dispute shall be resolved by final, binding arbitration as further set forth in Section 13 below.

     It is intended by the parties hereto that all payments provided in this Agreement shall be paid in cash or check from the general funds of the Company.

     This Agreement contains the entire understanding between the parties hereto and supersedes any prior written or oral agreement between the Company and Executive relating to the subject matter hereof. Nothing in this Agreement shall confer upon Executive the right to continue in the employ of the Company or shall impose on the Company any obligation to employ or retain Executive in its employ for any period.

     (a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

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     (b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

     (a) The Board may terminate Executive’s employment at any time, but any termination by the Board, other than Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 2 hereinabove, or after resignation for reasons other than those specified in paragraph 2(b) above.

     (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)), the Company’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company shall: (i) pay Executive all or part of the compensation withheld while their contract obligations were suspended and (ii) reinstate the obligations which were suspended.

     (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Company’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(4) or (g)(1)), all obligations of the Company under this contract shall terminate as of the effective date of the order, and the Company shall have no obligation to provide any compensation or benefits which were suspended while Executive was suspended or prohibited from participating in the conduct of the Company’s affairs by notice described in paragraph 9(b) above.

     (d) If the Company is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, all obligations of the Company under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

     (e) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. ss.1828(k) and any rules and regulations promulgated thereunder.

     If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any

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provision of this Agreement is held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

     The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. In addition, references to the masculine shall apply equally to the feminine.

     This Agreement shall be governed by the laws of the State of California, without regard to its principles of conflict of law.

Any dispute or controversy arising under or in connection with, or relating to this Agreement shall be settled exclusively by final, binding arbitration, conducted before a single arbitrator sitting in a location selected by Executive within fifty (50) miles from the location of the Company’s main office, in accordance with the rules of the American Arbitration Association governing arbitration of employment disputes then in effect. The arbitrator shall either be agreed between the parties, or shall be selected in accordance with applicable AAA rules. The arbitrator shall have authority to grant interim relief (including interim relief on an expedited basis, such as injunctive relief), which relief may be entered in any court having jurisdiction. The parties specifically consent to the jurisdiction of the federal and state courts located within the County of San Francisco to enter an arbitration award or injunctive relief pursuant to this Agreement. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The prevailing party at arbitration shall be entitled to recover their costs and reasonable attorneys fees, and the arbitrator shall be vested with authority to determine the prevailing party.

     By accepting the benefits under this Agreement upon any payments hereunder, Executive or in the event of Executive’s subsequent death, the Authorized Representative releases and discharges the Company, and its successors and assigns and their directors, officers, agents, employees, consultants and affiliated and controlled companies (the “Related Parties”), from any and all claims, demands and causes of action arising out of or related to Executive’s employment with the Company and to the termination of that employment. Prior to and as a condition to receipt of any payment, benefit, or consideration under this Agreement, Executive, or in the event of Executive’s subsequent death, the Authorized Representative, shall sign and deliver to the Company a full, complete, general release of any and all known and unknown claims against the Company and Related Parties (other than indemnity obligations of the Company hereunder) to the fullest extent permitted under California law, in a form satisfactory to the Company.

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     Any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company shall be required to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

     The Company agrees to indemnify Executive in accordance with the terms of the Company’s standard indemnification agreement which has been executed by the Company and Executive. To the extent available on commercially reasonable terms, the Company shall obtain and maintain appropriate Directors and Officers liability insurance including Executive as a named insured in an amount comparable to industry standards.

     Executive recognizes and acknowledges that the knowledge of the confidential business activities and plans for business activities of the Company as it may exist from time to time is a valuable, special and unique asset of the business of the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered confidential business activities of the Company that is not public or readily accessible to the public from non-confidential published sources to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board or required by law or policies of the Company. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the confidential business plans and activities of the Company. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered confidential business activities of the Company. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executive.

     Each party acknowledges that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation hereof.

     All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with the terms of this Agreement. Executive’s obligation to furnish such information and assistance to the Company as may reasonably be required by the

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Company in connection with any litigation or other judicial or administrative matter in which the Company or any of its Subsidiaries or affiliates is, or may become, a party provided that the Company shall reimburse Executive for all reasonable expenses incurred in connection with such cooperation.

     Notwithstanding, the terms and conditions of this Agreement each party acknowledges that this Agreement is not an employment agreement and that Executive is an “At Will Employee” or “Employment At Will” as defined in the Human Resources Personnel Policy Manual.

SIGNATURES

     IN WITNESS WHEREOF, United Commercial Bank and UCBH Holdings, Inc. have caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 9^th day of June, 2005.

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