FIRST AMENDMENT

EXHIBITS:

This FIRST AMENDMENT TO SUBORDINATED NOTE PURCHASE   AGREEMENT (“ First Amendment ”), dated as of September 23, 2005, is entered into by and between EAST WEST BANK, a California state-chartered Federal Reserve member bank (“ Borrower ”), and USB CAPITAL FUNDING CORP. (formerly known as Wisconsin Capital Corporation), a Nevada corporation (“ Lender ”).

A.    The parties hereto have entered into that certain Subordinated Note Purchase Agreement, dated as of April 28, 2005, as previously amended, restated, supplemented or modified from time to time (the “ Original Agreement ”).

B.    The parties hereto desire to amend and modify the Original Agreement in accordance with the terms and subject to the conditions set forth in this First Amendment. As amended and modified by this First Amendment, the Original Agreement may be referred to as the “ Agreement .”

C.    The parties desire to amend the terms of the Original Agreement (i) to extend the Maturity Date to September 23, 2015, (ii) to increase the Subordinated Debt Amount from $50,000,000 to $75,000,000, and (iii) to make such other modifications consistent with the foregoing as are reflected in this First Amendment. The parties agree to undertake such modifications in accordance with the terms, subject to the conditions, and in reliance upon the recitals, representations, warranties and covenants set forth herein, in the Agreement and in the other Transaction Documents, irrespective of whether entered into or delivered on or after April 28, 2005.

D.    Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings respectively ascribed to them in the Original Agreement.

NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

A.    Amendment to Certain Provisions of Section 1.1 of the Original Agreement .

(i)    The term “Maturity Date” is hereby deleted from Section 1.1 of the Original Agreement and replaced in its entirety with the following:

““ Maturity Date ” means September 23, 2015.”

(ii)    The term “Subordinated Debt Amount” is hereby deleted from Section 1.1 of the Initial Agreement and replaced in its entirety with the following:

““ Subordinated Debt Amount ” means $75,000,000.”

B.    Amendment to Section 2.8.1 of the Original Agreement . Section 2.8.1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

   “2.8.1       Prepayment . Subject to Section 2.7.4 hereof (a) if the Facility no longer is eligible to qualify as Tier 2 Capital of the Borrower or (b) at any time after September 23, 2010, Borrower may, upon at least one Business Day’s notice to Lender, prepay, without penalty, all or a portion of the principal amount outstanding under the Subordinated Debt in a minimum aggregate amount of $5,000,000 or any larger integral multiple of $5,000,000   by paying the principal amount to be prepaid, together with unpaid accrued interest thereon to the date of prepayment.”

C.    Representations and Warranties . Borrower hereby represents and warrants to the Lender as of the date hereof as follows:

(i)    No Event of Default has occurred and is continuing (and no Event of Default would result from the amendments contemplated hereby, or from the giving of notice, the passage of time or both).

(ii)    The execution, delivery and performance by the Borrower of this First Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by any Person (including any Governmental Agency) in order to be effective and enforceable.

(iii)    This First Amendment and the other Transaction Documents (as amended by this First Amendment) constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

(iv)    All representations and warranties of the Borrower in the Original Agreement are true and correct, except, for the purposes of this First Amendment only, all references in Section 4.4.1 of the Original Agreement to the term “ Borrower Financial Statements ” shall be deemed to refer to “regulatory financial statements on the appropriate FFIEC form filed by Borrower for the 12 months ended December 31, 2004 and for the six months ended June 30, 2005.”

(v)    Borrower’s obligations under the Agreement and under the other Transaction Documents are not subject to any defense, counterclaim, set-off, right to recoupment, abatement or other claim.

D.    Conditions . Notwithstanding anything to the contrary contained elsewhere in the Agreement, the obligation of Lender to extend the Maturity Date, increase the Subordinated Debt Amount and otherwise modify the Original Agreement as contemplated by this First Amendment shall be subject to the performance by the Borrower prior to the date on which this First Amendment is executed (the “ Amendment Closing Date ”) of all of its agreements theretofore to be performed under the Agreement and to the satisfaction of the following conditions precedent. The obligation to make any further disbursement of proceeds under the Facility is, and shall remain, subject to the conditions precedent in the Original Agreement and to the receipt by Lender of all the following in form and substance satisfactory to Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date:

(i)    a certificate of good standing of Borrower, certified by the appropriate governmental official in its jurisdiction of incorporation and dated within the five business days preceding the date hereof;

(ii)    copies, certified by the Secretary or Assistant Secretary of Borrower, of the (a) resolutions duly adopted by the board of directors of Borrower authorizing the execution, delivery and performance of this First Amendment and the other documents to be delivered by Borrower pursuant to this First Amendment (the “ Amendment-Related Documents ”), and (b) the Bylaws of Borrower as currently in effect;

(iii)    an amended and restated Subordinated Note, substantially in the form of Exhibit A attached hereto;

(iv)    a written opinion of counsel for Borrower, addressed to Lender, substantially in the form of Exhibit B attached hereto; and

(v)    a permit issued by the CCFI authorizing Borrower to sell the additional $25,000,000 of Subordinated Debt contemplated by this First Amendment.

E.    Interest Rate on First Amendment   Borrowing Tranche . The currently outstanding $50,000,000 LIBO Rate Tranche bears interest at a LIBO Rate that corresponds to a LIBOR Period that expires on October 31, 2005. The additional $25,000,000 Borrowing Tranche to be funded as of the date of this First Amendment (the “ First Amendment Borrowing Tranche ”) will bear interest per annum at a fixed rate equal to 4.975%. The First Amendment Borrowing Tranche will expire on October 31, 2005.

F.    Additional Terms .

(i)    Acknowledgment of Indebtedness under Agreement . Borrower acknowledges and confirms that, as of the date hereof, Borrower is indebted to Lender, without defense, setoff, or counterclaim, in the aggregate principal amount of Fifty Million and 00/100 Dollars ($50,000,000) under the Subordinated Debt.

(ii)    The Agreement . All references in the Original Agreement to the term “Agreement” shall be deemed to refer to the Agreement referenced in this First Amendment.

(iii)    First Amendment and Original   Agreement to be Read Together . This First Amendment supplements and is hereby made a part of the Original Agreement, and the Initial Agreement and this First Amendment shall from and after the date hereof be read together and shall constitute the Agreement. Except as otherwise set forth herein, the Original Agreement shall remain in full force and effect.

(iv)    Transaction Documents . The term “Transaction Documents,” as used in the Agreement, shall from and after the date hereof include the Amendment-Related Documents.

(v)    Counterparts . This First Amendment may be executed by facsimile in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.

(vi)    Acknowledgments . Borrower acknowledges that (i) it has been advised by counsel of its choice with respect to this First Amendment, the Transaction Documents and the transactions contemplated thereby, (ii) any waiver of Borrower set forth herein has been knowingly and voluntarily made, and (iii) the obligations of Lender hereunder shall be strictly construed and shall be expressly subject to Borrower’s compliance in all respects with the terms and conditions of the Agreement.

(vii)    Notices . Pursuant to Section 9.8 of the Agreement, notices to Lender shall be sent to “USB Capital Funding Corp.” instead of “Wisconsin Capital Corporation.” The addresses for Lender set forth in Section 9.8 of the Agreement are otherwise unchanged.

IN WITNESS WHEREOF, Borrower and Lender have executed this First Amendment as of the date first written above.

FOR VALUE RECEIVED , the undersigned, EAST WEST BANK, a California state-chartered Federal Reserve member bank (“ Borrower ”), hereby promises to pay to the order of USB CAPITAL FUNDING CORP. (formerly known as Wisconsin Capital Corporation), a Nevada corporation, or any holder hereof from time to time (“ Lender ”), at such place as may be designated in writing by Lender, the principal sum of SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($75,000,000.00) (or so much thereof that has been advanced and remains outstanding) with interest thereon as hereinafter provided. This Subordinated Note (this “ Subordinated Note ”)   is issued pursuant to the terms of that certain Subordinated Note Purchase Agreement of even date herewith by and