On September 9, 2009, Cathay General Bancorp (the "Company") entered into a distribution agreement with JP Morgan Securities Inc. and a second distribution agreement with Deutsche Bank Securities Inc. (collectively, the "Distribution Agreements") as sales agents and/or principals (collectively, the "Agents") pursuant to which the Company may, from time to time, offer and sell up to $75 million in aggregate gross sales proceeds of the Company's common stock, par value $0.01 per share (the "Shares") through and/or to the Agents. Sales of the Shares through the Agents, if any, pursuant to the Agreement will be made by means of ordinary brokers' transactions on the NASDAQ Select Market at market prices prevailing at the time of sale.

If acting as sales agent, each Agent will offer the Shares subject to the terms and conditions of the applicable Distribution Agreement on a daily basis or as otherwise agreed upon by the Company and the applicable Agent. Only one Agent will be authorized to offer and sell the Shares on each day such Shares are to be sold pursuant to any Distribution Agreement. The Company will designate the maximum amount of the Shares to be sold through the authorized Agent for such day or otherwise determine the maximum amount together with such Agent if such amount is to be sold over multiple days. Subject to the terms and conditions of the applicable Distribution Agreement, each Agent will use its commercially reasonable efforts to sell on the Company's behalf all of the designated Shares that it is authorized to sell. The Company may instruct the Agents not to sell the Shares if the sales cannot be effected at or above the price designated by the Company in any such instruction. The Company may suspend the offering of Shares under any Distribution Agreement by notifying the applicable Agent. Each Agent may suspend the offering of Shares under the applicable Distribution Agreement by notifying the Company of such suspension. For services as sales agent, the Company will pay each Agent a commission equal to 2.00% of the gross sales proceeds of any Shares. The Company has also agreed to reimburse each Agent for its legal expenses in certain circumstances if the Company terminates the offering of the Shares prior to the sale of Shares with a gross market value of $40 million.

Under the terms of each Distribution Agreement, the Company may sell Shares to an Agent, as principal for its own account, at a price and for a commission agreed upon by the Company and such Agent at the time of sale. If the Company sells Shares to an Agent as principal, the Company will enter into a separate terms agreement with such Agent, and the Company will describe such agreement in a separate prospectus supplement or pricing supplement.

The Shares sold in the offering will be issued pursuant to a prospectus supplement (the "Prospectus Supplement") filed with the Securities and Exchange Commission (the "Commission") on September 9, 2009, to the accompanying prospectus (the "Prospectus") filed with the Commission on August 28, 2009, as part of the Company's Registration Statement on Form S-3 (File No. 333-161591) (the "Registration Statement").

The Distribution Agreements are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of the material terms of the Distribution Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreements.

A copy of the opinion of Manatt, Phelps & Phillips relating to the legality of the Shares, is filed as Exhibit 5.1 to this report and is incorporated by reference into the Registration Statement.

The Prospectus Supplement to the Prospectus contained in the Registration Statement updated the risk factors contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. A copy of the updated risk factors is filed herewith as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.

The following exhibits are being filed as part of this Report on Form 8-K:

5.1 Opinion of Manatt, Phelps & Phillips, LLP regarding the legality of the common stock to be issued pursuant to the Distribution Agreements each dated September 9, 2009.

10.1   Distribution Agreement, dated September 9, 2009, between Cathay General
       Bancorp and J.P. Morgan Securities Inc.

10.2   Distribution Agreement, dated September 9, 2009, between Cathay General
       Bancorp and Deutsche Bank Securities Inc.

23.1   Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1).

99.1   Risk Factors.