NOTE 7 - COVERED ASSETS AND FDIC INDEMNIFICATION ASSET

Covered Assets

Covered assets consist of loans receivable and OREO that were acquired in the Washington First International Bank (“WFIB”) Acquisition on June 11, 2010 and in the United Commercial Bank (“UCB”) Acquisition on November 6, 2009 for which the Company entered into shared-loss agreements (the “shared-loss agreements”) with the FDIC. The shared-loss agreements covered over 99% of the loans originated by WFIB and all of the loans originated by UCB, excluding the loans originated by UCB in China under its United Commercial Bank China (Limited) subsidiary. The Company shares in the losses, which began with the first dollar of loss incurred, on covered assets under the shared-loss agreements.

Pursuant to the terms of the shared-loss agreements, the FDIC is obligated to reimburse the Company 80% of eligible losses for both WFIB and UCB with respect to covered assets. For the UCB covered assets, the FDIC will reimburse the Company for 95% of eligible losses in excess of $2.05 billion. The Company has a corresponding obligation to reimburse the FDIC for 80% or 95%, as applicable, of eligible recoveries with respect to covered assets. The commercial loan shared-loss agreement and single-family residential mortgage loan shared-loss agreement are in effect for 5 years and 10 years, respectively, from the acquisition date and the loss recovery provisions are in effect for 8 years and 10 years, respectively, from the acquisition date.

Forty-five days following the 10th anniversary of the respective acquisition date, the Company will be required to pay to the FDIC a calculated amount, based on the specific thresholds of losses not being reached. The calculation of this potential liability as stated in the shared-loss agreements is 50% of the excess, if any of (i) 20% of the Intrinsic Loss Estimate and (ii) the sum of (A) 25% of the asset discount plus (B) 25% of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount if net losses on covered loans subject to the stated threshold is not reached. As of September 30, 2011 and December 31, 2010, the Company's estimate for this liability for WFIB and UCB was $10.7 million and $7.1 million, respectively.

At each date of acquisition, we accounted for the loan portfolio acquired from the respective bank at fair value. This represents the discounted value of the expected cash flows from the portfolio. In estimating the nonaccretable difference, we (a) calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”) and (b) estimated the amount and timing of undiscounted expected principal and interest payments (the “undiscounted expected cash flows”). In the determination of contractual cash flows and cash flows expected to be collected, we assume no prepayment on the ASC 310-30 nonaccrual loan pools as we do not anticipate any significant prepayments on credit impaired loans. For the ASC 310-30 accrual loans for single-family, multifamily and commercial real estate, we used a third party vendor to obtain prepayment speeds, in order to be consistent with market participant's information. The third party vendor is recognized in the mortgage-industry for the delivery of prepayment and default models for the secondary market to identify loan level prepayment, delinquency, default, and loss propensities. The prepayment rates for the construction, land, and commercial and consumer pools have historically been low and so we applied the prepayment assumptions of our current portfolio using our internal modeling. The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference represents our estimate of the credit losses expected and was considered in determining the fair value of the loans as of the acquisition date. The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the life of the loans. The Company has elected to account for all covered loans acquired in the FDIC-assisted acquisitions under ASC 310-30.

The carrying amounts and the composition of the covered loans as of September 30, 2011 and December 31, 2010 are as follows:

	September 30,			December 31,
	2011			2010
	(In thousands)
Real estate loans:
Residential single-family	$	470,368		$	553,541
Residential multifamily		959,188			1,093,331
Commercial and industrial real estate		1,883,843			2,085,674
Construction and land		718,938			1,043,717
Total real estate loans		4,032,337			4,776,263
Other loans:
Commercial business		884,772			1,072,020
Other consumer		101,158			107,490
Total other loans		985,930			1,179,510
Total principal balance		5,018,267			5,955,773
Covered discount		(871,931	)		(1,150,672	)
Net valuation of loans		4,146,336			4,805,101
Allowance on covered loans		(6,434	)		(4,225	)
Total covered loans, net	$	4,139,902		$	4,800,876

Credit Quality Indicators-The covered loans acquired are and will continue to be subject to the Bank's internal and external credit review and monitoring. The covered loans have the same credit quality indicators as the non-covered loans, to enable the monitoring of the borrower's credit and the likelihood of repayment.

Loans are risk rated based on analysis of the current state of the borrower's credit quality. The analysis of credit quality includes review of all sources of repayment, the borrower's current financial and liquidity status, and all other relevant information. The Company utilizes an eight grade risk rating system, where a higher grade represents a higher level of credit risk. The eight grade risk rating system can be generally classified by the following categories: Pass or Watch, Special Mention, Substandard, Doubtful, and Loss. The risk ratings reflect the relative strength of the sources of repayment. Refer to Note 8 for full discussion of risk ratings.

After a year of historical performance of the covered loans acquired through the UCB acquisition, the Company reduced the nonaccretable difference due to the performance of the portfolio and expectation for the inherent losses in the portfolio in the fourth quarter of 2010. This reduction was primarily calculated based on the risk ratings of the loans. If credit deteriorates beyond the respective acquisition date fair value amount of the covered loans under ASC 310-30, such deterioration will be reserved for and a provision for credit losses will be charged to earnings with a partially offsetting noninterest income item reflected in the increase to the FDIC indemnification asset or receivable. As of September 30, 2011, there is no allowance for the covered loans accounted for under ASC 310-30 related to deterioration as the credit has not deteriorated beyond fair value at acquisition date.

As of the acquisition date, WFIB's and UCB's loan portfolios included unfunded commitments for commercial lines of credit, construction draws and other lending activity. The total commitment outstanding as of the acquisition date is covered under the shared-loss agreements. However, any additional advances on these loans subsequent to acquisition date are not accounted for under ASC 310-30. Included in the table below are $586.6 million of additional advances under the shared-loss agreements which are not accounted for under ASC 310-30. The Bank has considered these additional advances on commitments covered under the shared-loss agreements in the allowance for loan losses calculation. These additional advances are within our loan segments as follows: $383.1 million of commercial and industrial loans, $164.5 million of commercial real estate loans, $29.2 million of consumer loans and $9.8 million of residential loans. As of September 30, 2011, $6.4 million, or 2.9%, of the total allowance is allocated to these additional advances on loans covered under the shared-loss agreements. This $6.4 million in allowance is allocated within our loan segments as follows: $3.8 million for commercial real estate loans, $2.4 million for commercial and industrial loans, $167 thousand for consumer loans and $74 thousand for residential loans.

The tables below present the covered loan portfolio by credit quality indicator as of September 30, 2011 and December 31, 2010.

			Special
	Pass/Watch		Mention		Substandard		Doubtful		Total
	(In thousands)
September 30, 2011
Real estate loans:
Residential single-family	$	445,223	$	2,586	$	22,559	$	-	$	470,368
Residential multifamily		785,022		31,755		142,411		-		959,188
Commercial and industrial real estate		1,304,704		47,389		523,480		8,270		1,883,843
Construction and land		251,416		42,955		418,318		6,249		718,938
Total real estate loans		2,786,365		124,685		1,106,768		14,519		4,032,337
Other loans:
Commercial business		665,944		41,116		169,913		7,799		884,772
Other consumer		99,350		176		1,632		-		101,158
Total other loans		765,294		41,292		171,545		7,799		985,930
Total principal balance	$	3,551,659	$	165,977	$	1,278,313	$	22,318	$	5,018,267

			Special
	Pass/Watch		Mention		Substandard		Doubtful		Total
December 31, 2010	(In thousands)
Real estate loans:
Residential single-family	$	525,979	$	2,153	$	25,157	$	252	$	553,541
Residential multifamily		1,008,274		15,114		67,366		2,577		1,093,331
Commercial and industrial real estate		1,520,135		89,870		466,588		9,081		2,085,674
Construction and land		328,214		125,688		556,070		33,745		1,043,717
Total real estate loans		3,382,602		232,825		1,115,181		45,655		4,776,263
Other loans:
Commercial business		834,252		64,702		161,401		11,665		1,072,020
Other consumer		106,232		336		922		-		107,490
Total other loans		940,484		65,038		162,323		11,665		1,179,510
Total principal balance	$	4,323,086	$	297,863	$	1,277,504	$	57,320	$	5,955,773

As of September 30, 2011 and December 31, 2010, $246.0 million and $379.8 million, respectively, of the ASC 310-30 credit impaired loans were considered to be nonaccrual loans.

The following table sets forth information regarding covered nonperforming assets as of the dates indicated:

	September 30,		December 31,
	2011		2010
	(In thousands)
Covered nonaccrual loans (1)	$	245,986	$	379,797
Covered loans past due 90 days or more but not on nonaccrual		-		-
Total nonperforming loans		245,986		379,797
Other real estate owned covered, net		87,298		123,902
Total covered nonperforming assets	$	333,284	$	503,699

_______________________

(1)	Covered nonaccrual loans meet the criteria for nonaccrual but have a yield accreted through interest income under ASC 310-30.

As of September 30, 2011, we had 92 covered OREO properties with a combined aggregate carrying value of $87.3 million. Approximately 67% and 26% of covered OREO properties as of September 30, 2011 were located in California and Washington, respectively. As of December 31, 2010, we had 114 covered OREO properties with an aggregate carrying value of $123.9 million. During the first nine months of 2011, 103 properties with an aggregate carrying value of $102.6 million were added through foreclosure. The aggregate carrying value at September 30, 2011 includes $20.9 million in net write-downs on covered OREO. During the first nine months of 2011, we sold 125 covered OREO properties for total proceeds of $120.6 million resulting in a total combined net gain on sale of $2.3 million.

Changes in the accretable yield for the covered loans are as follows for the periods shown:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(In thousands)						(In thousands)
Balance at beginning of period	$	980,932		$	986,389		$	1,153,272		$	983,107
Additions		-			-			-			84,556
Accretion		(51,307	)		(3,601	)		(162,747	)		(11,118	)
Changes in expected cash flows		(49,581	)		(24,314	)		(110,481	)		(98,071	)
Balance at end of period	$	880,044		$	958,474		$	880,044		$	958,474

The excess of cash flows expected to be collected over the initial fair value of acquired loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the acquired loans using the effective yield method. The accretable yield will change due to:

•

estimate of the remaining life of acquired loans which may change the amount of future interest income;

•

estimate of the amount of contractually required principal and interest payments over the estimated life that will not be collected (the nonaccretable difference); and

•

indices for acquired loans with variable rates of interest.

After over a year of historical performance of the UCB portfolio, the Bank concluded that the credit quality is performing better than originally estimated. As such, the Bank reduced the nonaccretable discount on the UCB covered loan portfolio in December 2010. By lowering the nonaccretable discount, the overall accretable yield will increase thus increasing the interest income recognized over the remaining life of the loans.

FDIC Indemnification Asset

Due to the fourth quarter 2010 reduction of the nonaccretable difference on the UCB covered loan portfolio, the expected reimbursement from the FDIC under the loss-sharing agreement decreased. The Company is amortizing the difference between the recorded amount of the FDIC indemnification asset and the expected reimbursement from the FDIC over the life of the indemnification asset. The amortization is in line with the improved accretable yield as discussed above. As such, the Company now has net amortization of the FDIC indemnification asset against income. For the three and nine months ended September 30, 2011, the Company recorded $14.3 million and $48.0 million, respectively, of amortization against income, compared to $7.1 million and $29.2 million, respectively, of accretion for the three and nine months ended September 30, 2010. For the three and nine months ended September 30, 2011, the Company also recorded a $43.3 million and a $164.2 million, respectively, reduction to the FDIC indemnification asset resulting from paydowns, payoffs, loan sales and charge-offs.

The table below shows FDIC indemnification asset activity for the periods shown:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(In thousands)						(In thousands)
Balance at beginning of period	$	630,437		$	939,913		$	785,035		$	1,084,716
Addition due to WFIB acquisition		-			-			-			41,131
(Amortization) Accretion		(14,325	)		7,118			(48,034	)		29,210
Reductions (1)(2)		(43,349	)		(79,370	)		(164,238	)		(287,396	)
Estimate of FDIC repayment (3)		(3,606	)		-			(3,606	)		-
Balance at end of period	$	569,157		$	867,661		$	569,157		$	867,661

______________________

(1)	Reductions relate to cash flows received from principal amortization, partial prepayments, loan payoffs and loan sales.

(2)

For the three and nine months ended September 30, 2011, the reduction amounts of $43.3 million and $164.2 million, respectively, include charge-offs, of which $18.4 million and $92.8 million, respectively, of these charge-offs are recoverable from the FDIC and recorded in other assets. For the three and nine months ended September 30, 2010, the reduction amounts of $79.4 million and $287.4 million, respectively, also include charge-offs, of which $70.8 million and $188.8 million, respectively, is recoverable from the FDIC and recorded in other assets.

(3)	This represents the change in the calculated estimate the company will be required to pay the FDIC at the end of the FDIC loss share agreements, due to lower thresholds of losses.

FDIC Receivable

As of September 30, 2011, the FDIC loss-sharing receivable was $51.8 million as compared to $62.6 million as of December 31, 2010. This receivable represents 80% of reimbursable amounts from the FDIC that have not yet been received. These reimbursable amounts include net charge-offs, loan-related expenses and OREO-related expenses. 100% of the loan-related and OREO expenses are recorded as noninterest expense, 80% of any reimbursable expense is recorded as noninterest income, netting to the 20% of actual expense paid by the Company. The FDIC also shares in 80% of recoveries received. Thus, the FDIC receivable is reduced when we receive payment from the FDIC as well as when recoveries occur. The FDIC loss-sharing receivable is included in other assets on the Condensed Consolidated Balance Sheet.