NARA BANK LONG TERM INCENTIVE AGREEMENT

1.1

“ Beneficiary ” means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 6.

1.2

“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more beneficiaries.

1.3

“ Board ” means the Board of Directors of the Bank as from time to time constituted.

1.4

“ Change in Control ” means the occurrence of any of the following events:

(a)

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 of such act), directly or indirectly, of securities of the Bank representing fifty percent (50%) or more of the total voting power represented by the Bank’s then outstanding voting securities;

(b)

The consummation of the sale or disposition by the Bank of all or substantially all of the Bank’s assets;

(c)

The consummation of a liquidation or dissolution of the Bank; or

(d)

The consummation of a merger or consolidation of the Bank with any other corporation, which would result in the voting securities of the Bank outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) less than fifty percent (50%) of the total voting power represented by the voting securities of the Bank or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1.5

“ Code ” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date of this Agreement.

1.6

“ Contribution ” means the contribution to the Deferral Account, if any, as set forth in Article 2.

1.7

“ Crediting Rate ” means six and one-quarter percent (6.25%).

1.8

“ Deferral Account ” means the Bank’s accounting of the accumulated Contributions plus accrued interest.

1.9

“ Distribution Election Form ” means the form or forms established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate the time and form of distributions.

1.10

“ Effective Date ” means January 1, 2009.

1.11

“ Early Termination ” means Separation from Service before Retirement Age except when such Separation from Service occurs: (i) following a Change in Control; or (ii) due to death, or Termination for Cause.

1.12

“ Good Reason ” for purposes of determining a Change in Control Benefit under Section 4.3 shall mean

(i)

a material reduction in Executive’s duties and/or responsibilities without regard to any title given to Executive by the Bank or any successor company;

(ii)

a requirement by the Bank or any successor company, without Executive’s consent, that Executive relocate to a location greater than fifty (50) miles from Executive’s place of residence; or

(iii)

a material breach of the executive’s employment agreement by the Bank or any successor company which is not cured by the Bank or any successor company within thirty (30) days following the Bank’s receipt of written notice by Executive to the Bank describing such alleged breach.

1.13

“ Normal Retirement Age ” means Executive attaining age sixty-five (65).

1.14

“ Plan Administrator ” means the Board or such committee or person as the Board may appoint.

1.15

“ Plan Year ” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and end on the following December 31.

1.16

“ Separation from Service ” means termination of the Executive’s employment with the Bank for reasons other than death. Whether a Separation from Service has occurred is determined in accordance with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months).

1.17

“ Specified Employee ” means an employee who at the time of Separation from Service is a key employee of the Bank, if any stock of the Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

1.18

“ Termination for Cause ” means a Separation from Service for:

(a)

Gross negligence or gross neglect of duties to the Bank;

(b)

Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Bank; or

(c)

Fraud, disloyalty, dishonesty or willful violation of any law or significant Bank policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Bank.

1.19

“ Vesting Year ” means a Plan Year in which the Executive is an employee in good standing of the Bank. Prior to the thirty-first day of each Plan Year the Bank shall notify the Executive, in writing, of the set criteria to be used for such Plan Year. If the Bank fails to timely notify the Executive of the criteria for a particular Plan Year, then the criteria from the immediately preceding Plan Year shall apply.

3.1

Establishing and Crediting . The Bank shall establish a Deferral Account on its books for the Executive and shall credit to the Deferral Account the following amounts:

(a)

Contributions; and

(b)

On the last day of each month interest shall be credited on the Deferral Account at an annual rate equal to the Crediting Rate, compounded monthly.

3.2

Accounting Device Only . The Deferral Account is solely a device for measuring amounts to be paid under this Agreement and is not a trust fund of any kind.

4.1

Normal Retirement Benefit . Upon Separation from Service after Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 4.1 in lieu of any other benefit under this Article.

4.1.1

Amount of Benefit . The benefit under this Section 4.1 is the Deferral Account balance at Separation from Service.

4.1.2

Distribution of Benefit . The Bank shall distribute the benefit to the Executive as elected by the Executive on the Distribution Election Form commencing within thirty (30) days following Separation from Service. The Deferral Account balance will continue to accrue interest throughout the distribution period.

4.2

Early Termination Benefit . If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 4.2 in lieu of any other benefit under this Article.

4.2.1

Amount of Benefit . The benefit under this Section 4.2 is calculated by adding the Deferral Account balance calculated at Separation from Service to the remaining Contributions described in Article 2 and then multiplying that sum by the percentage in the table below.

4.2.2

Distribution of Benefit. The Bank shall distribute the benefit to the Executive as elected by the Executive on the Distribution Election Form commencing within thirty (30) days following Normal Retirement Age. The Deferral Account balance determined by Section 4.2.1 above will continue to accrue interest after Separation from Service and throughout the distribution period, until the Deferral Account balance is fully distributed.

4.3

Change in Control Benefit . If a Change in Control occurs, followed within twelve (12) months by Separation from Service, for a Good Reason, prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 4.3 in lieu of any other benefit under this Article.

4.3.1

Amount of Benefit . The benefit under this Section 4.3 is calculated by adding the Deferral Account balance calculated at Separation from Service to the remaining Contributions described in Article 2 and then multiplying that sum by the percentage in the table below.

4.3.2

Distribution of Benefit . The Bank shall distribute the benefit to the Executive as elected by the Executive on the Distribution Election Form commencing within thirty (30) days following Normal Retirement Age. The Deferral Account balance determined by Section 4.3.1 above will continue to accrue interest after Separation from Service and throughout the distribution period until the Deferral Account balance is fully distributed.

4.3.3

Parachute Payments . Notwithstanding any provision of this Agreement to the contrary, and to the extent allowed by Code Section 409A, if any benefit payment under this Section 4.3 would be treated as an “excess parachute payment” under Code Section 280G, the Bank shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment.

4.4

Restriction on Commencement of Distributions . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 4.4 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Executive due to Separation from Service are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service. All subsequent distributions shall be paid in the manner specified.

4.5

Distributions Upon Taxation of Amounts Deferred . If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Bank may make a limited distribution to the Executive in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the Deferral Account balance.

4.6

Change in Form or Timing of Distributions . For distribution of benefits under this Article 4, the Executive may elect to delay the timing or change the form of distributions by submitting the appropriate Distribution Election Form to the Plan Administrator. Any such elections:

(a)

may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A;

(b)

must, for benefits distributable under Sections 4.2 and 4.3, be made at least twelve (12) months prior to the first scheduled distribution;

(c)

must, for benefits distributable under Sections 4.1, 4.2 and 4.3 delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and

(d)

must take effect not less than twelve (12) months after the amendment is made.

5.1

Death During Active Service . If the Executive dies prior to Separation from Service, the Bank shall distribute to the Beneficiary the benefit described in this Section 5.1. This benefit shall be distributed in lieu of the benefit under Article 4.

5.1.1

Amount of Benefit . The benefit under this Section 5.1 is the Deferral Account balance determined as of the date of the Executive’s death.

5.1.2

Distribution of Benefit . The Bank shall distribute the benefit to the Beneficiary as elected by the Executive on the Distribution Election Form commencing on the first day of the fourth month following the Executive’s death. The Beneficiary shall be required to provide to the Bank the Executive’s death certificate receipt. The Deferral Account balance determined by Section 5.1.1 above will continue to accrue interest after the death of the Executive and throughout the distribution period, until the Deferral Account balance is fully distributed.

5.2

Death During Distribution of a Benefit . If the Executive dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts they would have been distributed to the Executive had the Executive survived.

5.3

Death After Separation from Service But Before Benefit Distributions Commence . If the Executive is entitled to benefit distributions under this Agreement but dies prior to the date that commencement of said benefit distributions are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary the same benefits to which the Executive was entitled prior to death, except that the benefit distributions shall be paid in the manner specified in Section 5.1.2 and shall commence on the first day of the fourth month following the Executive’s death.

6.1

In General . The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Bank in which the Executive participates.

6.2

Designation . The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Executive’s spouse and returned to the Plan Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executive’s death.

6.3

Acknowledgment . No designation or change in designation of a Beneficiary shall be effective