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                                                                   EXHIBIT 10.12

                              AFFILIATE AGREEMENT

This agreement is entered into as of _____________________, 2002, by and between
Nara Bank, N.A. ("Bank") and Nara Bancorp, Inc., ("Affiliate"), with respect to
the following facts.

        A.  The Bank and Affiliate are affiliated entities.

        B.  From time to time, Bank may request goods and/or services from
            Affiliate or may seek the services of certain of its employees. Bank
            may also provide goods, services or employees to Affiliate.

        C.  It is the intention of the parties that this agreement be
            interpreted and implemented in a manner which complies with
            applicable federal law, including Sections 23A and 23B of the
            Federal Reserve Act.

        D.  The parties may incorporate the terms of this agreement from time to
            time in connection with other agreements and transactions they
            conduct with each other.

Bank and Affiliate agree as follows:

1.    SHARED EMPLOYEES. From time to time, one party (the "Primary Employer")
      may lend one or more of its employees to the other party for specific
      projects or for unspecified services. These "Shared Employees" will remain
      employees on the books of the Primary Employer at all times and will work
      for the other party only for the number of hours (or percentage of their
      normal working time) as the parties may agree. Any significant change in
      the agreed upon workload of a Shared Employee must be approved in writing
      by the Primary Employer.

      Neither party makes any representation or warranty to the other party
      regarding Shared Employees. Each party acknowledges that it has done or
      will do an independent review of the background and qualifications of each
      Shared Employee for the work it wishes the Shared Employee to perform. The
      Primary Employer assumes no responsibility for any loss incurred by the
      other party as a result of the actions or omissions of Shared Employees
      while in the service of the other party.

      Either party may terminate this agreement with respect to one or more
      Shared Employees, with or without cause, by giving the other party ten
      days' prior written notice. Any party may terminate this agreement
      immediately with respect to a particular Shared Employee who is believed
      to have violated either party's Code of Conduct, any law or regulation.

2.    SUPERVISION OF SHARED EMPLOYEES. Shared Employees will be under the direct
      supervision of the Primary Employer for all work performed for that
      employer, and shall be under the direct supervision of the other party
      when performing work for the other party. The Primary Employer will not
      direct the work of a Shared Employee while the Shared Employee is acting
      on behalf of the other party.


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      The Primary Employer will have the right to terminate, suspend or
      otherwise change its employment terms with any Shared Employee. The
      Primary Employer will notify the other party of any change in the
      employment status or compensation of any Shared Employee which might
      materially affect the other party's use of the Shared Employee, or its
      rights, responsibilities or reasonable expectations under this agreement.

      No party, other than the Primary Employer, is authorized to make any
      representation regarding the employment status of the Shares Employee.
      Neither party shall enter into any agreement with, or make promises to,
      Shared Employees on behalf of the other party without its prior written
      consent.

      Each party will be solely responsible for monitoring the activities of
      Shared Employees while they are performing its work. Neither party will
      direct Shared Employees to take any action for or in the name of the other
      party. Shared Employees who deal with third parties will be directed by
      the parties to clearly disclose on whose behalf they are acting. Whenever
      possible, the Primary Employer's stationery shall be used by Shared
      Employees for its correspondence, and the other party's stationery shall
      be used for its correspondence. In order to maintain the confidentiality
      of proprietary and/or privileged information, the parties will instruct
      Shared Employees not to commingle Bank and Affiliate files, or to place
      one party's correspondence or documentation in the general records of the
      other party.

      Neither party will direct Shared Employees to work for third parties
      without the Primary Employer's prior written consent. Unless the Primary
      Employer agrees in writing, the other party shall not offer employment to
      a Shared Employee until one year following the termination of the Shared
      Employee's employment with the Primary Employer.

3.    FEES FOR SHARED EMPLOYEES. The Primary Employer shall be entitled to a
      monthly fee ("Monthly Fee") for the use of its Shared Employees by the
      other party. The Primary Employer shall be solely responsible for the
      payment of any compensation and benefits to Shared Employees. No fee will
      be paid to Shared Employees by the other party without the Primary
      Employer's written consent.

      The Monthly Fee will be equal to the monthly costs (including all base
      salaries, bonuses, retirement contributions, fringe benefits, social
      security taxes, unemployment insurance premiums, accrued vacation rights,
      and all other costs associated with such employees) multiplied by the
      percentage of each Shared Employee's total working time that is devoted to
      the rendering of services to the other party under this agreement (the
      "Percentage").

      The parties will mutually agree on the initial Percentage for each Shared
      Employee. That Percentage and the Monthly Fee will be adjusted annually
      (or more frequently, as necessary) to reflect the actual percentage of
      time spent by Shared Employees on work for the other party.

      Either party may survey Shared Employees from time to time to determine
      whether the Percentage for any Shared Employee should be adjusted. The
      results of any survey


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      favoring an adjustment shall be presented to other party in writing. The
      other party will then have 30 days to review the survey and to provide
      written comments. Unless the parties disagree on the proposed new
      Percentage, the new Percentage shall become effective on the date the
      other party receives the survey results.

      The parties acknowledge that issues regarding the calculation of the
      appropriate Monthly Fee for individual Shared Employees are likely to
      arise which are not addressed by this section. If that occurs, the parties
      will work with each other in good faith to establish an appropriate
      methodology for determining the Monthly Fee for such employees. In doing
      so, the parties will be guided by the general principles reflected in
      Section 19 of this agreement.

4.    OUT-OF-POCKET EXPENSES. Each party agrees to reimburse the other party
      promptly for all reasonable out-of-pocket expenses (e.g., phone,
      secretarial service, office space, postage, etc.) the other party incurs
      on its behalf while rendering services in accordance with this agreement.
      Unless otherwise agreed by the parties, neither party shall be obligated
      to advance funds to cover any cost incurred by Shared Employees on behalf
      of the other party.

5.    PAYMENT OF FEES. Bank and Affiliate agree to pay any amounts owing under
      this agreement on the first day of each calendar month (or, if that day is
      on a weekend or bank holiday, then the next following business day). Bank
      is authorized to charge Affiliate's account with Bank for any fees owed to
      Bank under this agreement.

6.    PERFORMANCE STANDARDS. Whenever one party performs services for the other
      party, its level of performance, including timeliness and accuracy, shall
      meet or exceed the general industry standards for such service and the
      level at which it provides comparable services on its own behalf. In
      performing services, each party shall abide by the policies and procedures
      agreed upon in advance by the parties.

7.    CONFIDENTIALITY AND DATA OWNERSHIP. Unless otherwise agreed upon in
      writing, neither party will convey or obtain any right in the programs,
      systems, data, proprietary information or materials (including any
      confidential customer information or customer lists) that are utilized or
      provided by the other party in connection with any service under this
      agreement. Each party will take reasonable steps to protect the security
      and confidentiality of such information, and will use such information
      only for the purposes contemplated by this agreement. Neither party will
      disclose such information to employees who do not have a need to know such
      information for the performance of this agreement.

      This provision shall not apply to information that: (a) was known by the
      receiving party prior to its disclosure by the other party; (b) becomes
      generally available to the public other than as a result of a breach of
      this agreement; or (c) becomes lawfully available on a nonconfidential
      basis from a third party who is not under an obligation of confidence to
      the other party.


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8.    REGULATION. The parties understand that the performance of this agreement
      may be subject to regulation and examination by federal and state
      regulatory agencies. Each party agrees to submit to the examination of
      such agencies and to furnish such reports as are required by law. Each
      party will notify the other party promptly of any governmental examination
      or request for information related to this agreement, unless such notice
      is prohibited by law.

9.    INDEMNIFICATION. Each party will indemnify, defend and hold the other
      party and its directors, officers, employees and agents ("Indemnified
      Parties") harmless from and against all claims, actions, damages, losses,
      penalties, costs, attorney's fees and liabilities ("Losses") that are
      caused by or result from: (a) the indemnifying party's gross negligence or
      willful act or omission in connection with this agreement or its services;
      (b) any act or omission of the Indemnified Parties taken or omitted at the
      express direction of the indemnifying party, except to the extent the Loss
      is due to the willful misconduct, negligence, or violation of law by the
      Indemnified Parties; or (c) the indemnifying party's violation of any law
      or regulation.

      Each party acknowledges that the compensation for this agreement was
      negotiated in contemplation of the foregoing indemnification and the other
      limitations on liability set forth in this agreement.

10.   NOTICES. Any written notice required or permitted to be given by this
      agreement shall be mailed or delivered to the other party at the following
      address, or such other address as the party may designate in writing:

        If to the Bank:
                             -------------------------------

                             -------------------------------

                             -------------------------------

                             Attention:
                                       ---------------------

        If to the Affiliate:
                             -------------------------------

                             -------------------------------

                             -------------------------------

                             Attention:
                                       ---------------------

11.   INDEPENDENT CONTRACTOR STATUS. The relationship of the Bank and Affiliate
      under this agreement is that of independent contractors. Nothing in this
      agreement shall be construed as constituting a partnership, joint venture
      or agency between the parties hereto.


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12.   NO ASSIGNMENT OR SUBCONTRACTING. This agreement is not assignable in whole
      or in part by either party without the other party's prior written
      consent. Any attempted assignment without such consent will be null and
      void.

13.   SUCCESSORS. Subject to the restrictions on assignment set forth above,
      this agreement shall be binding upon and shall inure to the benefit of the
      parties and their respective successors and assigns.

14.   AUTHORITY. Each party represents and warrants that it has the full right,
      power and authority to enter into and perform this agreement in accordance
      with its terms and that the execution and delivery of this agreement have
      been duly authorized by proper corporate action.

15.   WAIVER. Either party may delay enforcing its rights under this agreement
      without losing them. Any waiver must be in writing and shall not be deemed
      a waiver of other rights or of the same right at another time.

16.   COMPLIANCE WITH LAWS AND REGULATIONS. Each party agrees that it will
      obtain all licenses and other governmental authorizations and approvals
      required for the performance of its obligations under this agreement, and
      that it will perform its obligations in accordance with all applicable
      federal, state and local laws, rules and regulations now or hereafter in
      effect.

17.   GOVERNING LAW. To the extent this agreement is subject to the laws of any
      state, it will be governed by and construed in accordance with the laws of
      California, without regard to its conflict of law provisions.

18.   ENTIRE AGREEMENT. This agreement constitutes the only agreement between
      the parties with respect to its subject matter and supersedes all prior
      negotiations and understandings between the parties. Unless otherwise
      agreed, the terms of this agreement will govern the service and employee
      sharing arrangements between the parties.

19.   ARM'S LENGTH AGREEMENT. The parties acknowledge that the terms of this
      agreement are substantially the same as, or at least as favorable to the
      Bank, as those prevailing at the time for comparable transactions with or
      involving nonaffiliated companies or, in the absence of comparable
      transactions, on terms and under circumstances at least as favorable to
      Bank that in good faith would be offered or applied to nonaffiliated
      companies.

20.   MODIFICATION. This agreement may not be amended or modified except in a
      written document signed by both parties.

21.   SEVERABILITY. If any provision of this agreement is determined to be
      illegal, unenforceable or void, this agreement shall be construed as if
      not containing that provision, and the rest of the agreement shall remain
      in full force and effect.

      If any provision of this agreement or any other agreement incorporating
      this agreement is determined to violate Federal Reserve Act Section 23A or
      23B, the parties agree to


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      amend the provision, nunc pro tunc, in a manner which brings it into
      compliance with the law.

22.   FORCE MAJEURE. Neither party will be liable for a delay in performance or
      a failure to perform any obligation under this agreement to the extent
      that the delay or failure is due to causes beyond its reasonable control,
      acts of God, labor disputes, governmental regulations or orders, civil
      disturbances, war conditions, fires, or a failure by the other party to
      satisfy its obligations under this agreement.

23.   NO THIRD PARTY BENEFICIARIES. Nothing in this agreement shall be construed
      to confer any right or benefit on any person who is not a party to this
      agreement.

24.   TERMINATION. Either party may terminate this agreement or any service
      provided in connection with this agreement:

      (a)   upon 60 days' prior written notice to the other party (unless the
            parties agree to a longer period of notice);

      (b)   immediately upon written notice to the other party if it materially
            breaches this agreement;

      (c)   upon written notice to the other party if the other party fails to
            cure any nonmaterial breach of this agreement within 30 days of its
            receipt of notice of the breach;

      (d)   immediately upon written notice to the other party in the event the
            other party becomes the subject of a bankruptcy, insolvency,
            reorganization, dissolution, liquidation of debt, receivership,
            conservatorship or other similar proceeding under federal or state
            bankruptcy, debtors relief, securities, bank regulatory or other
            law; or

      (e)   immediately upon notice to the other party if the other party
            suspends its business, becomes insolvent, or transfers a substantial
            portion of its property or business.

If this agreement terminates, each party will promptly deliver to the other
party all data, files, records and documents maintained by it on behalf of the
other party under this agreement, and shall fully cooperate in the transfer of
any servicing functions pursuant to this agreement to the other party or its
designated agent. If this agreement is terminated for any reason other than (a),
above, or the mutual agreement of the parties, the terminating party shall be
reimbursed for its reasonable conversion costs (if any) by the other party.
Sections 7, 8 and 9 shall survive the termination of this agreement.


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NARA BANK, N.A.                                       Date:
                                                            --------------------

By:
    --------------------------------------
Its:
     -------------------------------------


NARA BANCORP, INC.                          Date:
"Affiliate"                                       --------------------


By:
    --------------------------------------
Its:
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