Exhibit 99.1

NARA BANCORP, INC.

2001

NARA BANK 1989 CONTINUATION STOCK OPTION PLAN

1. PURPOSE.

The purpose of this Nara Bancorp, Inc. 2001 Nara Bank 1989 Continuation Stock Option Plan (the "Plan") for Nara Bank and its affiliates (hereinafter collectively referred to as the "Bank") is to secure for the Bank and its shareholders the benefits of the incentive inherent in the ownership of Common Stock of the Bank by those key full-time salaried employees, officers and directors of the Bank who will share responsibility as management of the Bank for its future growth and success.

The word "affiliate", as used in this Plan, means any bank or corporation in an unbroken chain of corporations beginning or ending with the Bank, if at the time of the granting of an option, each such bank or corporation other than the last in that chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other banks or corporations in the chain.

Stock Options granted pursuant to this Plan are intended to be Incentive Stock Options or Non-Qualified Stock Options, as shall be determined and designated by the Stock Option Committee upon the grant of each Stock Option hereunder.

2. DEFINITIONS.

For the purposes of this Plan, the following terms shall have the following meanings:

(a) "Common Stock." This term shall mean shares of the Bank's $3.00 par value common stock, subject to adjustment pursuant to Section 7 (Adjustment Upon Changes in Capitalization) hereunder.

(b) "Bank." This term shall mean Nara Bank, N.A.

(c) "Eligible Participant." This term shall mean: (i) all directors of the Bank or any Subsidiary; (ii) all full time officer (whether or not they are also directors) of the Bank or any Subsidiary; and (iii) all full time key employees (as such persons may be determined by the Stock Option Committee from time to time) of the Bank or any Subsidiary.

(d) "Fair Market Value." This term shall mean the fair market value of the Bank's Common Stock as determined in accordance with any reasonable valuation method selected by the Stock Option Committee, including the valuation methods described in Treasury Regulations Section 20.2031-2.

(e) "Incentive Stock Option." This term shall mean a Stock Option which is an "Incentive Stock Option" within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended.

(f) "Non-Qualified Stock Option." This term shall mean a Stock Option which is not an Incentive Stock Option.

(g) "Option Shares." This term shall mean shares of Common Stock which are covered by and subject to any outstanding unexercised Stock Option granted pursuant to this Plan.

(h) "Optionee." This term shall mean any Eligible Participant to whom a stock option has been granted pursuant to this Plan, provided that at least part of the Stock Option is outstanding and unexercised.

(i) "Plan." This term shall mean the Nara Bancorp, Inc. 2001 Nara Bank 1989 Continuation Stock Plan as embodied herein and as may be amended from time to time in accordance with the terms hereof and applicable law.

(j) "Stock Option." This term shall mean the right to purchase from the Bank a specified number of shares of Common Stock under the Plan at a price and upon terms and conditions determined by the Stock Option Committee.

(k) "Stock Option Committee." The Board of Directors of the Bank may select and designate a stock option committee consisting of at least three and not more than five persons, at least two of whom are directors, having full authority to act in all matters. Regardless of whether a Stock Option Committee is selected, the Board of Directors may act as the Stock Option Committee and any action taken by the Board of Directors as such shall be deemed to be action taken by the Stock Option Committee. All references "Stock Option Committee" shall be deemed references to the Board of Directors acting as a stock option committee and to a duly appointed Stock Option Committee, if there be one. In the event of any conflict between any action taken by the Board of Directors acting as a Stock Option Committee and any action taken by a duly appointed Stock Option Committee, the action taken by the Board of Directors shall be controlling and the action taken by the duly appointed Stock Option Committee shall be disregarded.

(l) "Subsidiary." This term shall mean any subsidiary corporation of the Bank as such term is defined in Section 425(f) of the Internal Revenue Code of 1986, as amended.

3. ADMINISTRATION.

The following provisions shall govern the administration of the Plan:

(a) The Plan shall be administered by the Board of Directors of the Bank or a committee of the Board of Directors appointed for this purpose by the Board of Directors (the "Committee") composed of not less than three (3) directors. The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however, caused, shall be filled by the Board of Directors. The Board of Directors shall designate a Chairman and Vice-Chairman of the Committee from among the Committee members. Acts of the Committee (i) at a meeting, held at a time and place and in accordance with rules adopted by the Committee, at which a quorum of the Committee is present and acting, or (ii) reduced to and approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee.

(b) The Bank shall effect the grant of options under the Plan by execution of instruments in writing in a form approved by the Board of Directors or, if appointed, the Committee. Subject to the express terms and conditions of the Plan the terms of any option outstanding under the Plan, the Board of Directors or, if appointed, the Committee, shall have full power to construe the Plan and the terms of any option granted under the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan or such options and to make all other determinations necessary or advisable for the administration of the Plan, including, without limitation, the power to: (i) determine which persons meet the requirements of

Section 3 hereof for selection as participants in the Plan and which persons are considered to be "employees" for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and therefore eligible to receive incentive stock options under the Plan; (ii) determine to which of the eligible persons, if any, options shall be granted under the Plan; (iii) establish the terms and conditions required or permitted to be included in every option agreement or any amendments thereto; (iv) specify the number of shares to be covered by each option; (v) determine and incorporate such terms and provisions, as well as amendments thereto, as shall be required in the judgment of the Board of Directors or the Committee, so as to provide for or conform such option to any change in any law, regulation, ruling or interpretation applicable to incentive stock options; and (vi) to make all other determinations deemed necessary or advisable for administering the Plan. A determination of any of the foregoing matters by the Board of Directors or the Committee shall be conclusive.

(c) No member of the Committee may be granted stock options under the Plan.

4. PARTICIPANTS.

Participants in the Plan shall be those key full-time salaries employees, officers of the Bank and the member of Board of Directors to whom options may be granted from time to time by the Board of Directors or the Committee.

5. THE SHARES.

The shares of stock subject to options authorized to be granted under the Plan shall consist of not more than 500,000 shares of $3.00 par value Common Stock of the Bank; (the "Shares") or the number and kind of shares of stock or other securities which shall be substituted for such Shares shall be adjusted as provided in Section 6. The Shares subject to the Plan may be set out of the authorized but unissued shares of Common Stock of the Bank not reserved for any other purpose or out of shares of Common Stock subject to an option which, for any reason, terminates unexercised as to the Shares.

6. GRANT, TERMS AND CONDITIONS OF OPTIONS.

Options may be granted at any time prior to the termination of the Plan to officers, key full-time salaried employees and directors of the Bank who, in the judgment of the Board of Directors or the Committee, contribute to the successful conduct of the operation of the Bank through their judgment, interest, ability and special efforts; provided, however, that: (i) an eligible officer or employee shall not participate in the granting of his or her own option; (ii) the aggregate initial fair market value (determined as of the times the options are granted) of the stock that may be acquired by any one officer or employee pursuant to all incentive stock options granted under the Plan that are exercisable for the first time during any one calendar year (taking into account all incentive stock options under any stock option plans of the Bank, any of its affiliates, and any predecessor of any such corporation) shall not exceed $300,000; and (iii) except in the case of termination by death or disability or cause, as set forth in Section 6(c) below, the granted option must be exercised by the optionee no later than three (3) months after any termination of employment or status as an officer with the Bank and said employment or status as an officer must have been continuous since the granting of the option; and
(iv) the total number of shares subject to options granted to any one optionee, at any one time, shall not exceed five percent (5%) of the then issued and outstanding shares of Common Stock of the Bank. In addition, options granted pursuant to the Plan shall be subject to the following terms and conditions:

(a) OPTION PRICE. The purchase price under each option shall be one hundred percent (100%) of the fair market value of the Shares subject thereto on the date the option is granted. The fair market value of the such stock shall be determined in accordance with any reasonable valuation method,

including the valuation methods described in Treasury Regulation Section 20.2031-2. If, however, an employee owns stock of the Bank possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Bank, the option price of any incentive stock option granted to such optionee shall be not less than 110 percent (110%) of such fair market value at the time such option is granted.

(b) DURATION AND EXERCISE OF OPTIONS. Each option shall vest in such manner and at such time up to, but not exceeding, ten (10) years from the date the option is granted as the Board of Directors or the Committee shall determine in its sole discretion; provided also, however, that the Board of Directors or the Committee may, in its sole discretion, accelerate the time of exercise of any option. If an employee owns stock of the Bank possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Bank, the incentive stock option shall vest in such manner and at such time up to but not exceeding five (5) years from the date the option is granted. The termination of the Plan shall not alter the maximum duration, the vesting provisions, or any other term or condition of any option granted prior to the termination of the Plan.

The Bank may grant a participant incentive stock options to purchase Shares having more than $300,000 in initial aggregate fair market value (determined at the times the options are granted in any calendar year), subject to the $300,000 limitation set forth in this paragraph applicable to each year in which such options become first exercisable. The optionee may exercise, during a calendar year, an incentive stock option granted after 1988 only to the extent that the aggregate initial fair market value of the Shares that may be acquired pursuant to the option (or portion thereof) and all other incentive stock options that are first exercisable by the optionee during the calendar year does not exceed $300,000 (taking into account all incentive stock options granted under any stock option plan of the Bank or any affiliate of the Bank, or any predecessor of any such corporation). To the extent that the aggregate fair market value of stock with respect to which incentive stock options are exercisable for the first time in a calendar year, under all plans of the Bank and its Affiliates, exceeds $300,000, such options shall be treated as options which are not incentive stock options. For this purpose, options shall be taken into account in the order in which they were granted, and the fair market value of any stock shall be determined as of the time the option with respect to such stock is granted.

To the extent the right to purchase Shares has vested under a participant's stock option agreement, options may be exercised from time to time by delivering payment in full at the option price for the number of Shares being purchased in cash, or by certified check, official bank check, or the equivalent thereof acceptable to the Bank together with written notice to the Secretary of the Bank identifying the option or portion thereof being exercised and specifying the number of Shares for which payment is being tendered. The Bank shall deliver to the optionee, which delivery shall be not less than fifteen
(15) days and not more than thirty (30) days after the giving of such notice unless an earlier or later date shall be mutually acceptable, a certificate or certificates for such Shares dated the date the options were validly exercised; provided, however, that the time of such delivery may be postponed by the Bank for such period as may be required for it with reasonable diligence to comply with any requirements of law.

(c) TERMINATION OF EMPLOYMENT OR OFFICER STATUS. Upon the termination of an optionee's status as an employee or officer of the Bank, his or her rights to exercise an option then held shall be only as follows:

DEATH OR DISABILITY: If an optionee's employment or status as an officer is terminated by death or disability, such optionee or such optionee's qualified representative (in the event of the optionee's mental disability) or the optionee's estate (in the event of the optionee's death) shall have the right for a period of twelve (12) months following the date of such death or disability to exercise the

option to the extent the optionee was entitled to exercise such option on the date of the optionee's death or disability, provided the actual date of exercise is in no event after the expiration of the term of the option.

An optionee's "estate" shall mean the optionee's legal representative or any person who acquires the right to exercise an option by reason of the optionee's death.

CAUSE: If an employee or officer is determined by the Board of Directors to have committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty of the Bank, or to have deliberately disregarded the rules of the Bank which resulted in loss, damage or injury to the Bank, or if an optionee makes any unauthorized disclosure of any of the secrets or confidential information of the Bank, induces any client or customer of the Bank to break any contract with the Bank or induces any principal for whom the Bank acts as agent to terminate such agency relation, or engages in any conduct which constitutes unfair competition with the Bank, or if an optionee is removed from any office of the Bank by the Federal Deposit Insurance Corporation or any other regulatory agency, neither the optionee nor the optionee's estate shall be entitled to exercise any option with respect to any Shares whatsoever after termination of employment or officer status, whether or not after termination of employment or officer status, the optionee may receive payment from the Bank for vacation pay, for services rendered prior to termination, for services for the day on which termination occurred, for salary in lieu of notice, or for other benefits. In making such determination, the Board of Directors shall deem the termination of employment to occur when optionee's employment or status as an officer is terminated and not at the time of the optionee's receipt thereof.

OTHER REASONS: If an optionee's employment or status as an officer is terminated for any reason other than those mentioned above under "Death or Disability" and "Cause", the optionee may exercise the option within three (3) months to the extent such option was exercisable by the optionee on the date of termination of the optionee's employment or status as an officer, provided the date of exercise is in no event after the expiration of the term of the option.

(d) TRANSFERABILITY OF OPTION. No option shall be transferable other than by will or the laws of descent and distribution and shall be exercisable during the optionee's lifetime only by the optionee.

(e) OTHER TERMS AND CONDITIONS. Options may also contain such other provisions, which shall not be inconsistent with any of the foregoing terms, as the Board of Directors or the Committee shall deem appropriate. No option, however, nor anything contained in the Plan, shall confer upon any optionee any right to continue in the employ or in the status as an officer of the Bank, nor limit in any way the right of the Bank to terminate an optionee's employment or status as an officer at any time.

(f) USE OF PROCEEDS FROM STOCK. Proceeds from the sale of Shares pursuant to the exercise of options granted under the Plan shall constitute general funds of the Bank.

(g) RIGHTS AS A SHAREHOLDER. The optionee shall have no rights as a shareholder with respect to any Shares until the date of issuance of a stock certificate for such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance, except as provided in Section 6 hereof.

(h) WITHHOLDING. The Bank shall have the right upon the exercise of an option to deduct any sums required to be withheld under federal, state and local tax laws or regulations. The Bank may condition the issuance of Shares upon exercise of any option upon the payment by the optionee of any sums required to be withheld under applicable laws or regulations.

7. ADJUSTMENT OF AND CHANGES IN THE SHARES.

In the event the shares of Common Stock of the Bank, as presently constituted, shall be changed into or exchanged for a different number of kind of shares of stock or other securities of the Bank or of another corporation (whether by reason of reorganization, merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise), or if the number of shares of Common Stock of the Bank shall be increased through the payment of a stock dividend, the Board of Directors or the Committee shall substitute for or add to each share of Common Stock of the Bank theretofore appropriated or thereafter subject or which may become subject to an option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of the Bank shall be so changed or for which each share shall be exchanged, or to which each such share shall be entitled, as the case may be. In addition, the Board of Directors or the Committee shall make appropriate adjustment in the number and kind of shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable, so that any optionee's proportionate interest in the Bank by reason of his or her rights under unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total price to the unexercised portion of the option and with a corresponding adjustment in the option price per share.

In the event of sale, dissolution or liquidation of the Bank or a merger or consolidation in which the Bank is not the surviving or resulting corporation, the Board of Directors may, in its discretion, provide for the assumption by the surviving or resulting corporation of every option outstanding hereunder on its terms and conditions, both as to the number of shares and otherwise; provided, however, that, if the Board of Directors does not provide for such assumption, the Board of Directors or Committee shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its discretion, tender an option or options to purchase it shares on its terms and conditions, both as to the number of shares and otherwise; provided, further, that in all events the optionee shall have the right immediately prior to such sale, dissolution, liquidation, or merger or consolidation in which the Bank is not the surviving or resulting corporation to notification thereof as soon as practicable and, thereafter, to exercise the optionee's option to purchase Shares subject thereto to the extent of any unexercised portion of the option regardless of the vesting provisions of Section S(b) hereof. This right of exercise shall be conditioned upon the execution of a final plan of dissolution or liquidation or a definitive agreement of merger or consolidation.

In the event of an offer by any person or entity to all shareholders of the Bank to purchase any or all shares of Common Stock of the Bank (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in Section 6 hereof), any optionee under this Plan shall have the right upon the commencement of such offer to exercise the option and purchase Shares subject thereto to the extent of any unexercised portion of such option regardless of the vesting provision of
Section 6(b) hereof.

No right to purchase fractional Shares shall result from any adjustment in options pursuant to this Section 6. In case of any such adjustment, the Shares subject to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Bank to each holder of an action which was in fact so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

To the extent the foregoing adjustments relate to stock or securities of the Bank, such adjustment shall be made by the Board of Directors or the Committee, whose determination in that respect shall be final, binding and conclusive.

Except as expressly provided in this Section 7, an optionee shall have no rights by reason of any of the following events: (1) subdivision or consolidation of shares of stock of any class; (2) payment of any stock dividend; (3) any other increase or decrease in the number of shares of stock of any class; or (4) any dissolution, liquidation, merger, consolidation, spin-off of assets or stock of another corporation. Any issue by the Bank of shares of stock of any class, or securities convertible into shares of any class, shall not affect the number or price of shares of Common Stock subject to the option, and no adjustment by reason thereof shall be made. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Bank to make adjustment, reclassification, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

8. TERMINATING EVENTS.

Upon consummation of a plan of dissolution or liquidation of the Bank, or upon consummation of a plan of reorganization, merger or consolidation of the Bank with one or more corporations, as a result of which the Bank is not the surviving corporation, or upon the sale of all or substantially all the assets of the Bank to another corporation, or the acquisition of stock representing more than fifty percent (50%) of the voting power of the stock of the Bank then outstanding by another corporation or person (the "Terminating Event"), the Stock Option Committee or the Board of Directors shall notify each Optionee of the pendency of the Terminating Event. Upon the effective date of the Terminating Event, the Plan shall automatically terminate and all Stock Options theretofore granted hereunder shall terminate, unless provision is made in connection with such transaction for the continuance of the Plan and/or assumption of Stock Options with new stock options covering the stock of a successor employer corporation or a parent or subsidiary corporation thereof, with appropriate adjustments as to number and kind of shares and prices, in which event the Plan and options theretofore granted shall continue in the manner and under the terms so provided. If the Plan and unexercised options shall have the right to exercise any unexercised portions of options then outstanding, shall have the right, at such time prior to the consummation of the transaction causing such termination as the Bank shall designate and for a period of not less than 30 days, to exercise the unexercised portions of their options, including the portions thereof which would, but for this paragraph entitled "Terminating Event," not yet be exercisable.

9. AMENDMENT AND TERMINATION OF THE PLAN.

The Board of Directors shall have complete power and authority to terminate or amend the Plan; provided, however, that the Board of Directors shall not, without the approval by the holders of a majority of the outstanding shares of Common Stock of the Bank, (i) increase the maximum number of shares for which options may be granted under the Plan; (ii) change the computation as to minimum option prices set forth in Paragraph 6(a); or (iii) amend the requirements as to the class of employees, officers eligible to receive options. Except as provided in Section 7, no termination, modification or amendment of the Plan may, without the consent of an employee or officer to whom an option shall theretofore have been granted, adversely affect the rights of such employee or officer under such option. Unless the Plan shall have been terminated by action of the Board of Directors prior thereto, it shall terminate ten (10) years after the earlier of its adoption by the Board of Directors or approval by the shareholders.

10. EFFECTIVENESS OF THE PLAN.

The Plan shall become effective only upon approval by the Board of Directors. The exercise of any options granted pursuant to the Plan shall be conditioned upon the approval of the Plan, within 12 months before or after the date the Plan is adopted by the Board of Directors, by the holders of a majority of the outstanding shares of Common Stock of the Bank.

11. PRIVILEGES OF STOCK OWNERSHIP; COMPLIANCE WITH LAW; NOTICE OF SALE.

No optionee shall be entitled to the privileges of stock ownership as to any Shares not actually issued of stock ownership as to any Shares not actually issued and delivered to the optionee. No Shares shall be purchased upon the exercise of any option unless and until any then applicable requirements of any regulatory agencies having jurisdiction and of any exchanges upon which the Common Stock of the Bank may be listed shall have been fully complied with. The Bank shall diligently endeavor to comply with all applicable securities and other laws before any options are granted under the Plan and before any Shares are issued pursuant to the exercise of such options. The optionee shall give the Bank notice of any sale or other disposition of any such Shares not more than five (5) days after such sale or other disposition.

12. INDEMNIFICATION.

To the extent permitted by applicable law in effect from time to time, no member of the Board of Directors or the Committee shall be liable for any action or omission of any other member of the Board of Directors or Committee nor for any act or omission on the member's own part, excepting only the member's own willful misconduct or gross negligence. The Bank shall pay expenses incurred by, and satisfy a judgment or fine rendered or levied against, a present or former director or member of the Committee in any action against such person (whether or not the Bank is joined as a party defendant) to impose a liability or penalty on such person for an act alleged to have been committed by such person while a director or member of the Committee arising with respect to the Plan or administration thereof or out of membership on the Committee or by the Bank, or all or any combination of the preceding; provided, the director or Committee member was acting in good faith, within what such director or Committee member reasonably believed to have been within the scope of his or her employment or authority and for a purpose which he or she reasonably believed to be in the best interests of the Bank or its shareholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. This section does not apply to any action instituted or maintained in the right of the Bank by a shareholder or holder of a voting trust certificate representing to the estate, executor administrator, heirs, legatees or devisees of a director or Committee member, and the term "person" as used in this section shall include the estate, executor, administrator, heirs, legatees, or devisees of such person.

Exhibit 99.2

NARA BANCORP, INC.

2001

NARA BANK 2000 CONTINUATION LONG TERM INCENTIVE PLAN

Nara Bancorp, Inc. (the "Company"), by action of its Board of Directors, hereby adopts the Nara Bancorp, Inc. 2001 Nara Bank 2000 Continuation Long Term Incentive Plan (the "Plan") with the following provisions:

1. PURPOSE. The purpose of the Plan is to promote and advance the interests of the Company and its shareholders by enabling the Company and its Subsidiaries to attract, retain and reward senior executives, key employees and directors, and to strengthen the mutuality of interests between such executives, employees and directors and the Company's shareholders. The Plan is designed to meet this intent by offering performance-based stock and cash incentives and other equity-based incentive awards, thereby providing a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.

2. DEFINITIONS. For purposes of this Plan, the following terms shall have the meanings set forth below:

(a) "Administrator" means the Board or the Committee.

(b) "Award or "Awards" means an award or grant made to a Participant under Sections 6 through 10, inclusive, of the Plan.

(c) "Board" means the Board of Directors of the Company.

(d) "Code" means the Internal Revenue Code of 1986, as in effect from time to time or any successors thereto, together with rules, regulations and authoritative interpretations promulgated thereunder.

(e) "Committee" means a committee of two or more Independent Directors appointed by the Board to administer the Plan.

(f) "Common Stock" means the Common Stock of the Company or any security of the Company issued in substitution, exchange or lieu thereof.

(g) "Company" means Nara Bancorp, Inc., or a Subsidiary or successor entity, or any holding company for Nara Bancorp, Inc. which is a parent of the Company within the meaning of Code Section 424(e).

(h) "Date of Grant" means the date of the Administrator takes formal action designating that a Participant shall receive an Award, notwithstanding the date the Participant accepts the Award, the date the Company and the Participant enter into a written agreement with respect to the Award, or any other date.

(i) "Disability" means permanent and total disability as determined by the Administrator in accordance with the standards under Section 22(e)(3) of the Code.

(j) "Effective Date" means the date the Plan is approved by the holders of a majority of the outstanding shares of common stock, provided such approval of the shareholders of the company occurs within twelve (12) months before or after the Board adopts the Plan. In the event the Company does not obtain shareholder approval of the plan, any Awards granted pursuant to the Plan shall be rescinded automatically.

(k) "Exchange Act" means the Securities Exchange Act of 1934, as amended and in the effect from time to time, or any successor statute.

(l) "Fair Market Value" means on any given date, the closing price for the Common Stock on such date, or, if the Common Stock was not traded on such date, on the next preceding day on which the Common Stock was traded, determined in accordance with the following rules.

(i) If the Common Stock is admitted to trading or listing on a national securities exchange registered under the Exchange Act, the closing price for any day shall be the last reported sale price during the last regular business day, or in the case no such reported sale takes place on such date, the average of the last reported bid and ask prices during the last regular business day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or

(ii) If not listed or admitted to trading on any national securities exchange, the last sale price of the Common Stock on the National Association of Securities Dealers Automated Quotation National Market System ("NMS") or, in case no such reported sale takes place, the average of the closing bid and ask prices on such date, or

(iii) If not quoted on the NMS, the average of the closing bid and ask prices of the Common Stock on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or any comparable system, or

(iv) If the Common Stock is not listed on NASDAQ or any comparable system, the closing bid and ask prices as furnished by any member of the National Association of Securities Dealers, Inc., selected from time to time by the Company for that purpose.

(m) "Incentive Stock Option" means any Stock Option granted pursuant to the provisions of Section 6 of the plan that is intended to be and is specifically designated as an "incentive stock option" within the meaning of Section 422 of the Code.

(n) "Independent Director" means persons who qualify as "nonemployee directors" as such term is defined in Securities and Exchange Commission Rule 16b-3 under the 1934 Act ("Nonemployee Directors") and who qualify as "outside directors" within the meaning of Section 162(m)(4)(C)(i) of the Code and Treasury Regulations 1.162-27(c)(3) ("Outside Director"). The Board shall have the authority to appoint and remove members of the Committee, PROVIDED, HOWEVER, that any attempted appointment to the Committee of a person who does not qualify as an Outside Director and Nonemployee Director shall be null and void. Any Committee member who loses the status of an Outside Director and Nonemployee Director shall automatically and without further action cease to be a member of the Committee as soon as such status is lost.

(o) "Non-Qualified Stock Option" means any Stock Option granted pursuant to the provisions of Section 6 of the Plan that is not an Incentive Stock Option.

(p) "Participant" means any person to whom an Award is granted pursuant to the Plan.

(q) "Performance Award" means an Award granted pursuant to the provisions of Section 9 of the Plan, the vesting of which is contingent on the attainment of specified performance criteria.

(r) "Performance Share Grant" means an Award of units representing shares of Common Stock granted pursuant to the provisions of
Section 9 of the Plan.

(s) "Performance Unit Grant" means an Award of monetary units granted pursuant to the provisions of Section 9 of the Plan.

(t) "Plan" means the Nara Bancorp, Inc. 2001 Nara Bank 2000 Continuation Long Term Incentive Plan, as set forth herein and as it may be hereafter amended and from time to time in effect.

(u) "Restricted Award" means an Award granted pursuant to the provisions of Section 8 of the Plan.

(v) "Restricted Stock Grant" means an Award of shares of Common Stock granted pursuant to the provisions of Section 8 of the Plan.

(w) "Restricted Unit Grant" means an Award of units representing shares of Common Stock granted pursuant to the provisions of
Section 8 of the Plan.

(x) "Retirement" means retirement from active employment with the Company and its Subsidiaries on or after the normal retirement date specified in the Company's retirement plan or such earlier retirement date as approved by the Administrator for purposes of this Plan.

(y) "Stock Appreciation Right" means an Award to benefit from the appreciation of Common Stock granted pursuant to the provisions of Section 7 of the Plan.

(z) "Stock Option" means an Award to purchase shares of Common Stock granted pursuant to the provisions of Section 6 of the Plan.

(aa) "Subsidiary" means any corporation or entity that is a subsidiary of the Company within the meaning of Section 424(f) of the Code
(or successor sections.)

(bb) "Ten Percent Shareholder" means a person who owns (after taking into account the constructive ownership rules of Section 424(d) of the Code or successor sections) more than ten percent (10%) of the stock of the Company.

3. ADMINISTRATION OF PLAN.

(a) ADMINISTRATION. The Board shall administer the Plan unless and until the Board delegates administration to a Committee. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time.

(b) POWERS OF ADMINISTRATOR. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine from time to time which of the persons eligible under the Plan shall be granted Awards; when and how each Award shall be granted; what type or combination of types of Awards shall be granted; the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to an Award; and the number of shares with respect to which an Award shall be granted to each such person.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Participants.

(iii) To amend the Plan or an Award as provided in Section 18.

(iv) Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan.

4. DURATION OF AND COMMON STOCK SUBJECT TO THE PLAN.

(a) TERM. The Plan shall terminate automatically on the tenth (10th) anniversary date of the date of adoption of the Plan by the Board or the tenth (10th) anniversary date of the date of shareholder approval of the Plan, whichever is earlier (subject to earlier termination by action of the Board), except with respect to Awards then outstanding.

(b) SHARES OF COMMON STOCK SUBJECT TO THE PLAN. The maximum total number of shares of Common Stock with respect to which aggregate stock Awards may be granted under the Plan shall be Seven Hundred Thousand (700,000).

(i) In no event shall more than Five Hundred Thousand (500,000) shares of Common Stock be available for awards of Incentive Stock Options under the Plan.

(ii) All of the amounts stated in this paragraph (b) are subject to adjustment as provided in Section 16 below and are subject to the rules of Section 6(g).

(iii) For the purpose of computing the total number of shares of Common Stock available for Awards under the Plan, there shall be counted against the foregoing limitations the number of Shares of Common Stock subject to issuance upon exercise or used for payment or settlement of Awards. For purposes of administering the foregoing sentence, shares subject to Incentive Stock Options shall reduce the maximum number of shares available for Incentive Stock Options on a share for share basis, but shares subject to other types of Awards shall first reduce the maximum number of shares without affecting the Incentive Stock Option portion until the amount available for Awards other than Incentive Stock Options is reduced to zero, and only then shall reduce the amount reserved for Incentive Stock Options.

(iv) Except in the case of Incentive Stock Options granted under the Plan (for which each share Award may be used only once), if any Awards are forfeited, terminated, expire

unexercised, settled or paid in cash in lieu of stock or exchanged for other Awards, the shares of Common Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan to the extent of such forfeiture or expiration of such Awards.

(v) Except in the case of shares acquired through exercise of an Incentive Stock Option granted under the Plan, any shares of Common Stock which are used as full or partial payment to the Company by a Participant of the purchase price of shares of Common Stock upon exercise of a Stock Option shall again be available for Awards under the Plan, as shall any shares covered by Stock Appreciation Rights which are not issued as payment upon exercise.

(c) SOURCE OF COMMON STOCK. Common Stock that may be issued under the Plan may be either authorized and unissued shares or issued shares which have been reacquired by the Company. No fractional shares of Common Stock shall be issued under the Plan.

5. ELIGIBILITY. Persons eligible for Awards under the Plan shall consist of senior executives and other employees who hold positions of significant responsibilities or whose performance or potential contribution, in the judgment of the Administrator will benefit the Company or its Subsidiaries, and directors of the Company or its Subsidiaries.

6. STOCK OPTIONS. Stock Options granted under the Plan may be in the form of Incentive Stock Options or Non-Qualified Stock Options (collectively referred to as "Stock Options"). Stock Options shall be subject to the terms and conditions set forth below. Each written Stock Option agreement shall contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Administrator shall deem desirable.

(a) GRANT. Stock Options shall be granted under the Plan on such terms and conditions not inconsistent with the provisions of the Plan and pursuant to written agreements with the optionee in such form as the Administrator may from time to time approve in its sole and absolute discretion. The terms of individual Stock Option agreements need not be identical. Each Stock Option agreement shall state specifically whether it is intended to be an Incentive Stock Option agreement or a Non-Qualified Stock Option agreement. Stock Options may be granted alone or in addition to other Awards under the Plan. Only common law employees may receive grants of Incentive Stock Options. No person may be granted (in any calendar year) options to purchase more than one hundred thousand (100,000) shares of Common Stock (subject to adjustment pursuant to Section 16). The foregoing sentence is an annual limitation on grants and not a cumulative limitation.

(b) STOCK OPTION PRICE. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Administrator at the time of grant. In no event shall the exercise price of a Stock Option be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of the grant of such Stock Option; PROVIDED, HOWEVER, in the case of a Ten Percent Shareholder, the exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of its grant.

(c) OPTION TERM. The term of each Stock Option shall be fixed by the Administrator. However, the term of any Stock Option shall not exceed ten (10) years after the date such Stock Option is granted. Furthermore, the term of an Incentive Stock Option granted to a Ten Percent Shareholder shall not exceed five (5) years after the date of its grant.

(d) EXERCISABILITY. A Stock Option shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator at the date of grant and set forth in the written Stock Option agreement; PROVIDED, HOWEVER, no Stock Option shall be

exercisable during the first six (6) months after the date such Stock Option is granted. A written Stock Option agreement may, if permitted pursuant to its terms, become exercisable in full upon the occurrence of events selected by the Administrator that are beyond the control of the Participant (including, but not limited to, a Change in Control of the Company as set forth in Section 17 below).

(e) METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in part, by giving written notice of exercise to the Company specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price (i) in cash or (ii) if acceptable to the Administrator, in shares of Common Stock already owned by the Participant. The Administrator may also permit Participants, either on a selective or aggregate basis, to simultaneously exercise Options and sell the shares of Common Stock thereby acquired, pursuant to a brokerage or similar arrangement, approved in advance by the Administrator, and use the proceeds from such sale as payment of part or all of the purchase price of such shares.

(f) SPECIAL RULE FOR INCENTIVE STOCK OPTIONS. With respect to Incentive Stock Options granted under the Plan, the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the number of shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan and all other incentive stock option plans of this Company or its Subsidiaries) shall not exceed one hundred thousand dollars ($100,000) or such other limit as may be required by the Code.

7. STOCK APPRECIATION RIGHTS. The grant of Stock Appreciation Rights under the Plan shall be subject to the following terms and conditions. Furthermore, the Stock Appreciation Rights shall contain such additional terms and conditions, not inconsistent with the express terms of the Plan, as the Administrator shall deem desirable. The terms of each Stock Appreciation Right granted shall be set forth in a written agreement between the Company and the Participant receiving such grant. The terms of such agreements need not be identical.

(a) STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an Award determined by the Administrator entitling a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock on a fixed date, which shall be the date concluding a measuring period set by the Administrator upon granting the Stock Appreciation Right, over the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, multiplied by the number of shares of Common Stock subject to the Stock Appreciation Right. No Stock Appreciation Rights granted in any year to any person may be measured by an amount of shares of Common Stock in excess of one hundred thousand (100,000) shares, subject to adjustment under
Section 16 below. The foregoing sentence is an annual limitation on grants and not a cumulative limitation.

(b) GRANT. A Stock Appreciation Right may be granted in addition to or completely independent of a Stock Option or any other Award under the Plan. Upon grant of a Stock Appreciation Right, the Administrator shall select and inform the Participant regarding the number of shares of Common Stock subject to the Stock Appreciation Right and the date that constitutes the close of the measuring period.

(c) MEASURING PERIOD. A Stock Appreciation Right shall accrue in value from the date of grant over a time period established by the Administrator, except that in no event shall a Stock Appreciation Right be payable within the first six (6) months after the date of grant. In the written Stock Appreciation Right agreement, the Administrator may also provide (but is not required to provide) that a Stock Appreciation Right shall be automatically payable on one or more specified dates prior to the normal end of the measuring period upon the occurrence of events selected by the Administrator (including, but not limited to, a Change in Control of the Company as set forth in Section 17 below) that

are beyond the control of the Participant. The Administrator may provide (but is not required to provide) in the Stock Appreciation Right agreement that in the case of a cash payment such acceleration in payment shall also be subject to discounting of the payment to reasonably reflect the time value of money using any reasonable discount rate selected by the Administrator in accordance with Treasury Regulations under Code Section 162(m).

(d) FORM OF PAYMENT. Payment pursuant to a Stock Appreciation Right may be made (i) in cash, (ii) in shares of Common Stock, or
(iii) in any combination of the above, as the Administrator shall determine in its sole and absolute discretion. The Administrator may elect to make this determination either at the time the Stock Appreciation Right is granted, at the time of payment or at any time in between such dates. However, any Stock Appreciation Right paid upon or subsequent to the occurrence of a Change in Control (as defined in Section 17) shall be paid in cash.

8. RESTRICTED AWARDS. Restricted Awards granted under the Plan may be in the form of either Restricted Stock Grants or Restricted Unit Grants. Restricted Awards shall be subject to the following terms and conditions. Furthermore, the Restricted Awards shall be pursuant to a written agreement executed both by the Company and Participant, which agreement shall contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Administrator shall deem desirable in its sole and absolute discretion. The terms of such written agreements need not be identical.

(a) RESTRICTED STOCK GRANTS. A Restricted Stock Grant is an Award of shares of Common Stock transferred to a Participant subject to such terms and conditions as the Administrator deems appropriate, as set forth in paragraph (d) below.

(b) RESTRICTED UNIT GRANTS. A Restricted Unit Grant is an Award of units (with each unit having a value equivalent to one share of Common Stock) granted to a Participant subject to such terms and conditions as the Administrator deems appropriate, including, without limitation, the requirement that the Participant forfeit all or a portion of such units upon termination of employment for specified reasons within a specified period of time, and restrictions on the sale, assignment, transfer or other disposition of such units.

(c) GRANTS OF AWARDS. Restricted Awards may be granted under the Plan in such form and on such terms and conditions as the Administrator may from time to time approve. Restricted Awards may be granted alone or in addition to other Awards under the Plan. Subject to the terms of Plan, the Administrator shall determine the number of Restricted Awards to be granted to a Participant and the Administrator may impose different terms and conditions (including performance goals) on any particular Restricted Award made to any Participant. Each Participant receiving a Restricted Stock Grant shall be issued a stock certificate in respect of such shares of Common Stock. Such certificate shall be registered in the name of such Participant, shall be accompanied by a stock power duly executed by such Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. The certificate evidencing the shares shall be held in custody by the Company until the restrictions imposed thereon shall have lapsed or been removed.

(d) RESTRICTION PERIOD. Restricted Awards shall provide that in order for a Participant to vest in such Awards, the Participant must continuously provide services to the Company or its subsidiaries, subject to relief for specified reasons, for a period commencing on the date of the Award and ending on such later date or dates, as the Administrator may designate at the time of the Award ("Restriction Period"). If the Administrator so provides in the written agreement with the Participant, a Restricted Award may also be subject to satisfaction of such performance goals as are set forth in such agreement. During the Restriction Period, a Participant may not sell, assign, transfer, pledge, encumber,

or otherwise dispose of shares of Common Stock received under a Restricted Stock Grant. The Administrator, in its sole discretion, may provide for the lapse of restrictions during the Restriction Period upon the occurrence of events selected by the Administrator that are beyond the control of the Participant (including, but not limited to, a Change in Control of the Company under Section 17). The Administrator may provide (but is not required to provide) in the written agreement with the recipient that in the case of a cash payment such acceleration in payment shall also be subject to discounting of the payment to reasonably reflect the time value of money using any reasonable discount rate selected by the Administrator in accordance with Treasury Regulations under Code
Section 162(m). Upon expiration of the applicable Restriction Period (or lapse of restrictions during the Restriction Period where the restrictions lapse in installments or by action of the Administrator), the Participant shall be entitled to receive his or her Restricted Award or portion thereof, as the case may be.

(e) PAYMENT OF AWARDS. A Participant who receives a Restricted Stock Grant shall be paid solely by release of the restricted shares at the termination of the Restriction Period (whether in one payment in installments or otherwise). A Participant shall be entitled to receive payment for a Restricted Unit Grant (or portion thereof) in an amount equal to the aggregate Fair Market Value of the shares of Common Stock covered by such Award upon the expiration of the applicable Restriction Period. Payment in settlement of a Restricted Unit Grant shall be made as soon a practicable following the conclusion of the specified Restriction Period (i) in cash, (ii) in shares of Common Stock equal to the number of units granted under the Restricted Unit Grant with respect to which such payment is made, or (iii) in any combination of the above, as the Administrator shall determine in its sole and absolute discretion. The Administrator may elect to make this determination either at the time the Award is granted, at the time of payment or at any time in between such dates.

(f) RIGHTS AS A SHAREHOLDER. A Participant shall have, with respect to the shares of Common Stock received under a Restricted Stock Grant; all of the rights of a shareholder of the Company, including the right to vote the shares, and the right to receive any cash dividends. Such cash dividends shall be withheld, however, until their release upon lapse of the restrictions under the Restricted Award. Stock dividends issued with respect to the shares covered by a Restricted Grant shall be treated as additional shares under the Restricted Grant and shall be subject to the same restrictions and other terms and conditions that apply to shares under the Restricted Grant with respect to which the dividends are issued.

9. PERFORMANCE AWARDS. Performance Awards granted under the Plan may be in the form of either Performance Share Grants or Performance Unit Grants. Performance Awards shall be subject to the terms and conditions set forth below. Furthermore, the Performance Awards shall be subject to written agreements that shall contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as the Administrator shall deem desirable in its sole and absolute discretion. Such agreements need not be identical.

(a) PERFORMANCE SHARE GRANTS. A Performance Share Grant is an Award of units (with each unit equivalent in value to one share of Common Stock) granted to a Participant subject to such terms and conditions as the Administrator deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion of such units) in the event certain performance criteria are not met within a designated period of time. The shares of stock subject to Performance Share Grants authorized under the Plan shall consist of not more than one hundred thousand (100,000) shares.

(b) PERFORMANCE UNIT GRANTS. A Performance Unit Grant is an Award of units (with each unit representing such monetary amount as designated by the Administrator) granted to a Participant subject to such terms and conditions as the Administrator deems appropriate, including,

without limitation, the requirement that the Participant forfeit such units (or a portion of such units) in the event certain performance criteria are not met within a designated period of time.

(c) GRANTS OF AWARDS. Performance Awards shall be granted under the Plan pursuant to written agreements with the Participant in such form as the Administrator may from time to time approve. Performance Awards may be granted alone or in addition to other Awards under the Plan. Subject to the terms of the Plan, the Administrator shall determine the number of Performance Awards to be granted to a Participant and the Administrator may impose different terms and conditions on any particular Performance Award made to any Participant.

(d) PERFORMANCE GOALS AND PERFORMANCE PERIODS. Performance Awards shall provide that, in order for a Participant to vest in such Awards, the Company must achieve certain performance goals ("Performance Goals") over a designated performance period ("Performance Period"). The Performance Goals and Performance Period shall be established by the Administrator, in its sole and absolute discretion. The Administrator shall establish Performance Goals for each Performance Period before the commencement of the Performance Period and while the outcome is substantially uncertain. The Administrator shall also establish a schedule or schedules for such Performance Period setting forth the portion of the Performance Award which will be earned or forfeited based on the degree of achievement of the Performance Goals actually achieved or exceeded. In setting Performance Goals, the Administrator may use such measures as return on equity, earnings growth, revenue growth, comparisons to peer companies, or such other measure or measures of performance in such manner as it deems appropriate.

(e) PAYMENT OF AWARDS. In the case of a Performance Share Grant, the Participant shall be entitled to receive payment for each unit earned in an amount equal to the aggregate Fair Market Value of the shares of Common Stock covered by such Award as of the end of the Performance Period. In the case of a Performance Unit Grant, the Participant shall be entitled to receive payment for each unit earned in an amount equal to the dollar value of each unit times the number of units earned. The Administrator, pursuant to the written agreement with the Participant, may make such Performance Awards payable in whole or in part upon the occurrence of events selected by the Administrator that are beyond the control of the Participant (including, but not limited to, a Change in Control of the Company as set forth in Section 17 below). The Administrator may provide (but is not required to provide) in the written agreement with the recipient that, in the case of a cash payment, acceleration in payment of a Performance Award shall also be subject to discounting to reasonably reflect the time value of money using any reasonable discount rate selected by the Administrator in accordance with Treasury Regulations under Code
Section 162(m). Payment in settlement of a Performance Award shall be made as soon as practicable following the conclusion of the Performance Period (i) in cash, (ii) in shares of Common Stock, or (iii) in any combination of the above, as the Administrator may determine in its sole and absolute discretion. The Administrator may elect to make this determination either at the time the Award is granted, at the time of payment, or at any time in between such dates.

10. OTHER STOCK-BASED AND COMBINATION AWARDS.

(a) The Administrator may grant other Awards under the Plan pursuant to which Common Stock is or may in the future be acquired, or Awards denominated in stock units, including ones valued using measures other than market value. Such Other Stock-Based Grants may be granted either alone or in addition to any other type of Award granted under the Plan.

(b) The Administrator may also grant Awards under the Plan in combination with other Awards or in exchange of Awards, or in combination with or as alternatives to grants or rights under any other employee plan of the Company, including the plan of any acquired entity.

(c) Subject to the provisions of the Plan, the Administrator shall have authority to determine the individuals to whom and the time or times at which the Awards shall be made, the number of shares of Common Stock to be granted or covered pursuant to such Awards, and any and all other conditions and/or terms of the Awards.

11. RESERVED.

12. DEFERRAL ELECTIONS. The Administrator may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise, earn out or vesting of an Award made under the Plan. If any such election is permitted, the Administrator shall establish rules and procedures for such payment deferrals, including the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (b) the payment or crediting of dividend equivalents in respect of deferrals credited in units of Common Stock. The Company and the Administrator shall not be responsible to any person in the event that the payment deferral does not result in deferral of income for tax purposes.

13. DIVIDEND EQUIVALENTS. Awards of Stock Options, Stock Appreciation Rights, Restricted Unit Grants, Performance Share Grants, and other stock-based Awards may, in the sole and absolute discretion of the Administrator, earn dividend equivalents. In respect of any such Award which is outstanding on a dividend record date for Common Stock, the Participant may be credited with an amount equal to the amount of cash or stock dividends that would have been paid on the shares of Common Stock covered by such Award had such shares been issued and outstanding on such dividend record date. The Administrator shall establish such rules and procedures governing the crediting of dividend equivalents, including the time, form of payment, and payment contingencies of such dividend equivalents, as it deems appropriate or necessary.

14. TERMINATION OF EMPLOYMENT. The terms and conditions under which an Award may be exercised after a Participant's termination of employment shall be determined by the Administrator and reflected in the written agreement with the Participant concerning the Award, except that in the event a Participant's employment with the Company or a Subsidiary terminates for any reason within six (6) months of the date of grant of any Award held by the Participant, the Award shall expire as of the date of such termination of employment and the Participant and the Participant's legal representative or beneficiary shall forfeit any and all rights pertaining to such Award.

15. NON-TRANSFERABILITY OF AWARDS. No Award under the Plan, and no rights or interest therein, shall be assignable or transferable by a Participant except by will or the laws of descent and distribution. During the lifetime of a Participant, Awards are exercisable only by, and payments in settlement of Awards will be payable only to, the Participant or his or her legal representative.

16. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

(a) The existence of the Plan and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's Common Stock or the rights thereof, the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding.

(b) In the event of any change in capitalization affecting the Common Stock of the Company after the Effective Date, such as a stock dividend, stock split, recapitalization, merger,

consolidation, split-up, combination, exchange of shares, other form of reorganization, or any other change affecting the Common Stock, such proportionate adjustments, if any, as the Board in its discretion may deem appropriate to reflect such change shall be made with respect to (i) the aggregate number of shares of Common Stock for which Awards in respect thereof may be granted under the Plan, (ii) the maximum number of shares of Common Stock which may be sold or awarded to any Participant, (iii) the number of shares of Common Stock covered by each outstanding Award, and (iv) the price per share in respect of outstanding Awards.

(c) The Administrator may also make such adjustments in the number of shares covered by, and the price or other value of any outstanding Awards in the event of a spin-off or other distribution (other than normal cash dividends) of Company assets to shareholders. In the event that another corporation or business entity is being acquired by the Company, and the Company agrees to assume outstanding employee stock options and/or stock appreciation rights and/or the obligation to make future grants of options or rights to employees of the acquired entity, the aggregate number of shares of Common Stock available for Awards under Section 4 of the Plan may be increased accordingly, except that no change shall be made to the maximum number of shares eligible for Incentive Stock Options under Section 4(b)(i) based solely upon such an event.

17. CHANGE IN CONTROL.

(a) In the event of a Change in Control (as defined in paragraph (b) below) of the Company, and except as otherwise provided in Award agreements:

(i) All Stock Options or Stock Appreciation Rights then outstanding shall become fully exercisable as of the date of the Change in Control (and shall terminate at such time as specified in the Award agreements);

(ii) All restrictions and conditions of all Restricted Stock Grants and Restricted Unit Grants then outstanding shall be deemed satisfied as of the date of the Change in Control; and

(iii) All Performance Share Grants and Performance Unit Grants shall be deemed to have been fully earned as of the date of the Change in Control;

Subject to the limitation that any Award which has been outstanding less than six (6) months on the date of the Change in Control shall not be afforded such treatment.

(b) A "Change in Control" shall be deemed to have occurred upon the occurrence of any one (or more) of the following events:

(i) Any person, including a group as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of shares of the Company with respect to which 25% or more of the total number of votes for the election of the Board may be cast;

(ii) As a result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, persons who were directors of the Company just prior to such event shall cease to constitute a majority of the Board;

(iii) The stockholders of the Company shall approve an agreement providing either for a transaction in which the Company will cease to be an independent publicly owned corporation or for a sale or other disposition of all or substantially all the assets of the Company; or

(iv) A tender offer or exchange offer is made for shares of the Company's Common Stock (other than one made by the Company) and shares of Common Stock are acquired thereunder ("Offer"). However, the acceleration of the exercisability of outstanding options upon the occurrence of an Offer shall be within the discretion of the Administrator.

(v) Formation of a holding company for the Company in which the shareholdings of the holding company after its formation are substantially the same as for the Company prior to the holding company formation does not constitute a Change in Control for purposes of this Plan.

(c) In the event that any payment under this Plan (alone or in conjunction with other payments) would otherwise constitute an "excess parachute payment" under Section 280G of the Code (in the sole judgment of the Company), such payment shall be reduced or eliminated to the extent the Company determines necessary to avoid deduction disallowance under Section 280G of the Code or the imposition of excise tax under Section 4999 of the Code. The Company may consult with a Participant regarding the application of Section 280G and/or Section 4999 to payments otherwise due to such Participant under the Plan, but the judgment of the Company as to applicability of those provisions, the degree to which a payment must be reduced to avoid those provisions, and which Awards shall be reduced, is final. The Administrator shall act on behalf of the Company in interpreting and administering this limitation.

18. AMENDMENT AND TERMINATION. Without further approval of the stockholders, the Board may at any time terminate the Plan, or may amend it from time to time in such respects as the Board may deem advisable. However, the Board may not, without approval of the shareholders, make any amendment which would (a) increase the aggregate number of shares of Common Stock which may be issued under the Plan (except for adjustments pursuant to Section 16 of the Plan), (b) materially modify the requirements as to eligibility for participation in the Plan, or (c) materially increase the benefits accruing to Participants under the Plan. Notwithstanding the above, the Board may amend the Plan to take into account changes in applicable securities laws, federal income tax laws and other applicable laws. Further, should the provisions of Rule 16b-3, or any successor rule, under the Exchange Act be amended, the Board may amend the Plan in accordance with any modifications to that rule without the need for shareholder approval.

19. MISCELLANEOUS MATTERS.

(a) TAX WITHHOLDING. The Company shall have the right to deduct from any payment, including the delivery of shares, made under the Plan any federal, state, or local taxes of any kind required by law to be withheld with respect to such payments or to take such other action as may be necessary in the opinion of the Company to satisfy all obligation for the payment of such taxes. If Common Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made.

(b) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the granting of any Award shall confer upon any employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of any of its employees at any time, with or without cause.

(c) UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Any liability of the Company to any person with respect to any Award under the Plan shall be based solely upon any written contractual obligations that may be effected pursuant to the Plan. No such obligation of the Company shall be deemed to secured by any pledge of, or other encumbrance on, any property of the Company.

(d) ANNULMENT OF AWARDS. The grant of any Award under the Plan payable in cash is provisional until cash is paid in settlement thereof. The grant of any Award payable in Common Stock is provisional until the Participant becomes entitled to the certificate in settlement thereof. Payment under any Awards granted pursuant to the Plan is wholly contingent upon shareholder approval of the Plan. Where approval for an award sought pursuant to
Section 162(m)(4)(c)(ii) is not granted by the Company's shareholders, the Award shall be annulled automatically. In the event the employment of a Participant is terminated for cause (as defined below), any Award which is provisional shall be annulled as of the date of such termination for cause. For purposes of the Plan, the term "terminated for cause" means any discharge because of personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, continuing intentional or habitual failure to perform stated duties, violation of any law (other than minor traffic violations or similar misdemeanor offenses not involving moral turpitude), or rule or regulation adopted by the Comptroller of Currency, Federal Deposit Insurance Corporation or other regulatory body with supervisory control over the Company or any of its Subsidiaries, or material breach of any provision of an employment agreement with the Company.

(e) OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant's regular, recurring compensation for purposes of the termination indemnity or severance pay law of any state. Furthermore, such benefits shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan or similar arrangement provided by the Company or a Subsidiary unless expressly so provided by such other plan or arrangement, or except where the Administrator expressly determines that inclusion of an Award or portion of an Award should be included. Awards under the Plan may be made in combination with or in addition to, or as alternatives to, grants, awards or payments under any other Company or Subsidiary plans. The Company or any Subsidiary may adopt such other compensation programs and additional compensation arrangements (in addition to this Plan) as it deems necessary to attract, retain, and reward employees and directors for their service with the Company and its Subsidiaries.

(f) SECURITIES LAW RESTRICTIONS. No shares of Common Stock shall be issued under the Plan unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal and state securities laws. Certificates for shares of Common Stock delivered under the Plan may be subject to such stock-transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law. The Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g) AWARD AGREEMENT. Each Participant receiving an Award under the Plan shall enter into a written agreement with the Company in a form specified by the Administrator agreeing to the terms and conditions of the Award and such related matters as the Administrator shall, in its sole and absolute discretion, determine.

(h) COSTS OF PLAN. The costs and expenses of administering the Plan shall be borne by the Company.

(i) GOVERNING LAW. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of California.

Date:             _____________ ___, 2001

Parties:          Nara Bancorp, Inc. a Delaware corporation ("Bancorp")
                  and ________________, Optionee

RECITALS:

     A.   Bancorp and Nara Bank, N.A. ("Bank") have entered into an Plan of

Reorganization and Agreement of Merger (the "Agreement") dated as of November 10, 2000, which provides for the merger of Bank with and into Bancorp.

B. (a) Section 2.4 of the Agreement provides as follows:

2.4 STOCK OPTIONS. At the close of business on the Effective Date, Bancorp will assume Bank's rights and obligations under Bank's 1989 Stock Option Plan (the "Plan") and under each of the outstanding options and incentives previously granted under the Plan (each such option and incentive existing immediately prior to the Effective Date being an "existing award" and each such option or incentive so assumed by Bancorp being called an "assumed award"), by which assumption all rights of a grantee of an existing award relating to Bank Common Stock shall become the same right with respect to Bancorp Common Stock on a one for one basis. Each assumed award, subject to such modification as may be required (and subject to the requirements of the Securities Act of 1933, as amended and the California Blue Sky law), shall constitute a continuation of the existing award substituting Bancorp for Bank. The price per share of Bancorp Common Stock at which the assumed award (or any installment) may be exercised shall be the price as was applicable to the purchase of Bank Common Stock pursuant to the existing award, and all other terms and conditions applicable to the assumed awards shall, except as herein provided, be unchanged. Upon consummation of the Merger, the Plan shall be terminated and assumed awards shall become awards made pursuant to Bancorp's 2000 Long Term Incentive Plan.

(b) The term "Effective Time," as used herein, shall mean the Effective Time of the Merger as such term is defined in the Agreement. The Effective Time occurred on February 2, 2001.

(c) The purposes of this Assumption and Modification of Nara Bank, N.A. Stock Option Agreement (the "Assumption Option Agreement") under the Nara Bancorp 2001

Nara Bank, N.A. 1989 Continuation Stock Option Plan (the "Continuation Plan") are to set forth the assumption of the Bank Stock Options held by Optionee converted, however, to options to purchase shares of Bancorp Financial common stock ("Bancorp Common Stock"), to reflect that the options will be governed by the terms of the Continuation Stock Option Plan, and to make other appropriate revisions to the Bank Stock Option Agreement between Optionee and Bank made as of _______________ __, 19___ (the "Old Bank Agreement").

AGREEMENT:

FOR VALUABLE CONSIDERATION, the parties agree as follows:

1. ASSUMPTION OF OPTIONS. All options to purchase Bank Common Stock under the Old Bank Agreement that were unexercised immediately prior to the Effective Time are hereby assumed as of the Effective Time, except that, and in accordance with the terms of the Merger Agreement.

2. TERMS GOVERNING NEW OPTIONS. The terms and conditions governing the New Option shall be those terms and conditions set forth in the Old Bank Agreement with the following revisions:

(a) The title of the Old Bank Agreement is hereby changed to that of this Assumption Option Agreement.

(b) Unless indicated to the contrary herein, all references in the Old Bank Agreement to the Company, the Plan, the option and the shares are hereby changed to references to Bancorp, the Continuation Plan, the New Option and the Bancorp Shares, respectively.

(c) The New Options will remain subject to the terms contained in the Old Bank Agreement, so that the New Options outstanding immediately after the Effective Time for ____________ Bancorp Shares shall be immediately exercisable.

(d) The New Options shall be treated as having been granted on the date of the grant of the Bank Stock Options which date was _____________ __, 19___.

(e) Effective as of the Effective Time, all references in the Old Bank Agreement to the Bank Plan shall be references to the Continuation Plan.

3. METHOD OF AGREEMENT; RECEIPT OF CONTINUATION PLAN; OLD BANK AGREEMENT ATTACHED. This Assumption Option Agreement is addressed to the Optionee and shall not become effective until the Effective Time occurs and the Optionee executes his or her agreement below and returns one copy to Bancorp, thereby acknowledging that (s)he has received, read and agreed to all the terms and conditions of this Assumption Option Agreement and the Continuation Plan. A copy of the Old Bank Agreement is attached hereto and marked as "EXHIBIT A".

Executed as of the day and year first above written.

NARA BANCORP, INC.

AGREED:

Exhibit 99.4

NARA BANCORP, 2001
NARA BANK 2000 CONTINUATION LONG TERM INCENTIVE PLAN

STOCK OPTION AGREEMENT

Nara Bancorp, Inc. (the "COMPANY"), hereby grants to the Optionholder named below an option to purchase the number of shares of the Company's common stock set forth below. The terms and conditions of the Option are set forth in this Stock Option Agreement (the "AGREEMENT") and in the Company's 2001 Nara Bank 2000 Continuation Long Term Incentive Plan (the "PLAN") and the Notice of Exercise, all of which are enclosed herewith and incorporated herein in their entirety. Capitalized terms not defined herein shall have the meanings assigned to them in the Plan.

Optionholder:
                                                     -------------------
Date of Grant:                                                     , 2001
                                                     --------------
Number of Shares Subject to Option:
                                                     -------------------
Exercise Price Per Share:                            $
                                                      ------------------
Expiration Date:                                                   , 2011
                                                     --------------

Type of Grant:     |_|  Incentive Stock Option   |_|  Nonstatutory Stock Option

Vesting Schedule:
                  -------------------------------------------------------------

Exercise Schedule:         Same as Vesting Schedule.

Payment:                   By one or a combination of the following items (as
                           described in Section 3 of this Agreement):

                                   By cash or check
                                   Pursuant to a Regulation T Program
                                   By delivery of already-owned shares

         ACKNOWLEDGEMENTS: By signing this cover sheet, you acknowledge receipt

of, and understand and agree to, all of the terms and conditions described in this Agreement and in the Plan and Notice of Exercise, copies of which also are enclosed. Further, you acknowledge that as of the Date of Grant, this Agreement and the Plan and Notice of Exercise set forth the entire understanding between you and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements (INCLUDING, WITHOUT LIMITATION, ANY EMPLOYMENT AGREEMENT WITH THE COMPANY) on that subject.

NARA BANCORP, INC.:                                         OPTIONHOLDER:

By:
    --------------------------------------                  ------------------
        Signature                                           Signature

Name:                                                       Date:
      ------------------------------------                       -------------
Title:
      ------------------------------------
Date:
     -------------------------------------

ENCLOSURES: Copy of the 2000 Long Term Incentive Plan and Notice of Exercise

NARA BANCORP, INC. 2001
NARA BANK 2000 CONTINUATION LONG TERM INCENTIVE PLAN

STOCK OPTION AGREEMENT

The details of your Option are as follows:

1. VESTING. Subject to the limitations contained herein, your Option will vest as provided in the cover sheet of this Agreement, provided that vesting will cease upon the termination of your Continuous Service. For purposes of this Agreement, the term "CONTINUOUS SERVICE" means that your service with the Company or a Subsidiary, whether as an employee or director, is not interrupted or terminated. Your Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which you render services to the Company or a Subsidiary as an employee or director or a change in the entity for which you render such service, provided that there is no interruption or termination of your Continuous Service. For example, a change in status from an employee of the Company to a director of the Company will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.

2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares subject to your Option and your exercise price per share referenced in the cover sheet of this Agreement may be adjusted from time to time for adjustments upon changes in capitalization, as provided in the Plan.

3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your Option. You may elect to make payment of the exercise price in cash or by check or in any other manner PERMITTED IN THE COVER SHEET OF THIS AGREEMENT, which may include one or more of the following:

(a) In the Company's sole discretion at the time your Option is exercised, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

(b) In the Company's sole discretion at the time your Option is exercised, by delivery of already-owned shares of Common Stock that either have been held for the period required to avoid a charge to the Company's reported earnings (generally six months) or were not acquired, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. "Delivery" for these purposes, in the sole discretion of the Company at the time your Option is exercised, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, your Option may not be exercised by tender to the Company of Common Stock to the extent such tender would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's stock.

4. WHOLE SHARES. Your Option may only be exercised for whole shares.

5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, your Option may not be exercised unless the shares issuable upon exercise of

your Option are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your Option must also comply with other applicable laws and regulations governing the Option, and the Option may not be exercised if the Company determines that the exercise would not be in material compliance with such laws and regulations.

6. TERM. The term of your Option commences on the Date of Grant and expires upon the EARLIEST of the following:

(a) three (3) months after the termination of your Continuous Service for any reason other than Disability or death, provided that if during any part of such three (3) month period the Option is not exercisable solely because of the condition set forth in paragraph 5, the Option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;

(b) twelve (12) months after the termination of your Continuous Service due to Disability (as defined in the Plan);

(c) twelve (12) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates;

(d) the Expiration Date indicated in the cover sheet of this Agreement; or

(e) the tenth (10th) anniversary of the Date of Grant.

If your Option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an "Incentive Stock Option," the Code requires that at all times beginning on the date of grant of the Option and ending on the day three (3) months before the date of the Option's exercise, you must be an employee of the Company or a Subsidiary, except in the event of your death or your Disability. The Company has provided for extended exercisability of your Option under certain circumstances for your benefit, but cannot guarantee that your Option will necessarily be treated as an "Incentive Stock Option" if you provide services to the Company or any Subsidiary as a director or if you exercise your Option more than three (3) months after the date your employment with the Company or a Subsidiary terminates.

7. EXERCISE.

(a) You may exercise the vested portion of your Option during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b) By exercising your Option you agree that, as a condition to any exercise of your Option, the Company may require you to enter an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your Option or (2) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise.

(c) If your Option is an Incentive Stock Option, by exercising your Option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your Option that occurs

within two (2) years after the date of your Option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your Option.

8. TRANSFERABILITY. Your Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your Option.

9. OPTION NOT A SERVICE CONTRACT. Your Option is not an employment or service contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or a Subsidiary, or of the Company or a Subsidiary to continue your employment. In addition, nothing in your Option shall obligate the Company or a Subsidiary, their respective stockholders, Boards of Directors, officers or employees to continue any relationship that you might have as a director for the Company or a Subsidiary.

10. WITHHOLDING OBLIGATIONS.

(a) At the time your Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Subsidiary, if any, which arise in connection with your Option.

(b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable conditions or restrictions of law, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your Option a number of whole shares having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

(c) Your Option is not exercisable unless the tax withholding obligations of the Company and/or any Subsidiary are satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein.

11. NOTICES. Any notices provided for in your Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

12. GOVERNING PLAN DOCUMENT. Your Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Option and those of the Plan, the provisions of the Plan shall control.

BY SIGNING THE COVER SHEET OF THIS
AGREEMENT, YOU AGREE TO ALL OF THE TERM
AND CONDITIONS DESCRIBED ABOVE AND IN THE
PLAN.

NOTICE OF STOCK OPTION EXERCISE
NARA BANCORP, INC. 2001
NARA BANK 2000 CONTINUATION LONG TERM INCENTIVE PLAN (THE "PLAN")

Ladies and Gentlemen:

This constitutes notice under my Option that I elect to purchase the number of shares for the price set forth below.

Type of option (CHECK ONE): Incentive |_| Nonstatutory |_|

By this exercise, I agree (a) to provide such additional documents as you may require pursuant to the terms of the 2000 Long Term Incentive Plan, (b) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (c) if this exercise relates to an Incentive Stock Option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one year after such shares of Common Stock are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the "SHARES"), which are being acquired by me for my own account upon exercise of the Option as set forth above:

I acknowledge that I will only be able to resell the Shares under Rule 144 promulgated under the Securities Act or another available exemption.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing in limitations, as well as any legends reflecting restrictions pursuant to the Company's organizational documents and/or applicable securities laws.

I further acknowledge that there may be tax consequences as a result of the purchase or disposition of the Shares, and I have consulted with any tax consultants I wished to consult and I am not relying on the Company for any tax advise.

Very truly yours,