CERTIFICATE OF INCORPORATION

                              OF NARA BANCORP, INC.

 

 

        I, the undersigned, for purposes of incorporating and organizing a

corporation under the General Corporation Law of the State of Delaware, do

execute this Certificate of Incorporation and do hereby certify as follows:

 

                                       I.

 

                The name of this corporation is NARA BANCORP, INC.

 

                                       II.

 

                The address of the registered office of the Corporation in the

State of Delaware is 9 East Loockerman Street, in the City of Dover, County of

Kent, 19901. The name and address of the Corporation's registered agent in the

State of Delaware is National Corporate Research, Ltd., 9 East Loockerman

Street, Dover, Delaware 19901.

 

                                      III.

 

                The purpose of the corporation is to engage in any lawful act or

activity for which corporations may be organized under the General Corporation

Law of the State of Delaware.

 

                                       IV.

 

                The total number of shares of all classes of stock which the

corporation shall have authority to issue is ten million (10,000,000) shares of

Common Stock, $0.001 par value per share ("Common Stock"). Except to the extent

required by governing law, rule or regulation, the shares of capital stock may

be issued from time to time by the Board of Directors without further approval

of shareholders. The Corporation shall have the authority to purchase its

capital stock out of funds lawfully available therefor, which funds shall

include, without limitation, the Corporation's unreserved and unrestricted

capital surplus.

 

                                       V.

 

                In furtherance and not in limitation of the powers conferred by

statute, the Board of Directors is expressly authorized to make, repeal, alter,

amend and rescind any or all of the Bylaws of the corporation.

 

                                       VI.

 

                The number of directors of the corporation shall be fixed from

time to time by a bylaw or amendment thereof duly adopted by the Board of

Directors or by the stockholders.

 

 

 

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                                      VII.

 

                The election of directors need not be by written ballot unless

the Bylaws of the corporation shall so provide.

 

                                      VIII.

 

                Meetings of stockholders may be held within or without the State

of Delaware, as the Bylaws may provide. The books of the corporation may be kept

(subject to any provision contained in the statutes) outside the State of

Delaware at such place or places as may be designated from time to time by the

Board of Directors or in the Bylaws of the corporation.

 

                                       IX.

 

                The corporation shall, to the fullest extent permitted by

Section 145 of the General Corporation Law of Delaware, as the same exists or as

may hereafter be amended and supplemented from time to time, indemnify any and

all directors and officers whom it shall have the power to indemnify under said

Section 145 from and against any and all of the expenses, liabilities, or other

matters referred to or covered by said Section, and the indemnification provided

for herein shall not be deemed exclusive of any other rights to which those

indemnified may be entitled under any bylaw, agreement, vote of stockholders or

disinterested directors or otherwise, both as to action in their official

capacities and as to action in another capacity while holding such office, and

shall continue as to a person who has ceased to be a director or officer, and

shall inure to the benefit of the heirs, executors, and administrators of such a

person. To the fullest extent permitted by Delaware law, as it may be amended

and supplemented from time to time, a director of the corporation shall not be

liable to the corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director.

 

                                       X.

 

                The incorporator of the corporation is Michel Urich, whose

address is 11355 West Olympic Blvd., Los Angeles, California 90064.

 

                                       XI.

 

                The corporation reserves the right at any time, and from time to

time, to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, and other provisions authorized by the laws of the

State of Delaware at the time in force may be added or inserted, in the manner

now or hereafter prescribed by law; and all rights, preferences and privileges

of whatsoever nature conferred upon stockholders, directors or any other persons

whomsoever by and pursuant to this Certificate of Incorporation in its present

form or as hereafter amended are granted subject to the rights reserved in this

article.

<PAGE>   65

 

                IN WITNESS WHEREOF, the undersigned incorporator hereby

acknowledges that the foregoing Certificate of Incorporation is his act and deed

and that the facts stated therein are true.

 

Dated: June 5, 2000.

 

 

 

                                       /s/ MICHEL URICH

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

                                       Michel Urich, Incorporator