Pursuant to a Letter Agreement dated December 12, 2008, and the Securities Purchase Agreement-Standard Terms attached thereto (the "Securities Purchase Agreement"), the Company issued to the United States Department of the Treasury ("Treasury Department") 55,000 shares of the Company's Series A Fixed Rate Perpetual Preferred Stock, without par value (the "Series A Preferred Stock"), having a liquidation amount per share equal to $1,000 for a total price of $55 million. The Series A Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. The Company may not redeem the Series A Preferred Stock during the first three years except with the proceeds from a "qualified equity offering" (as defined in the Certificate of Determination described in Item 5.03). After three years, the Company may, at its option, redeem the Series A Preferred Stock at par value plus accrued and unpaid dividends. The Series A Preferred Stock is generally non-voting. Prior to December 12, 2011, unless the Company has redeemed the Series A Preferred Stock or the Treasury Department has transferred the Series A Preferred Stock to a third party, the consent of the Treasury Department will be required for the Company to issue a common stock dividend or repurchase its common stock, or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement. The Securities Purchase Agreement is included in Exhibit 10.1 hereto and is incorporated herein by reference.

As part of its purchase of the Series A Preferred Stock, the Treasury Department received a warrant (the "Warrant") to purchase 864,780 shares of the Company's common stock at an initial per share exercise price of $9.54. The Warrant provides for the adjustment of the exercise price and the number of shares of our common stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of our common stock, and upon certain issuances of our common stock at or below a specified price relative to the initial exercise price. The Warrant expires ten years from the issuance date. If, on or prior to December 31, 2009, the Company receives aggregate gross cash proceeds of not less than $55 million from "qualified equity offerings" announced after December 12, 2008, the number of shares of common stock issuable pursuant to the Treasury Department's exercise of the Warrant will be reduced by one-half of the original number of shares, taking into account all adjustments, underlying the Warrant. Pursuant to the Securities Purchase Agreement, the Treasury Department has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the Warrant. The Warrant is attached as Exhibit 4.3 hereto and is incorporated herein by reference.

The Series A Preferred Stock and the Warrant were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. We have agreed to register for resale the Series A Preferred Stock, the Warrant, and the shares of common stock underlying the Warrant (the "Warrant Shares") if requested to do so by the Treasury Department. Neither the Series A Preferred Stock nor the Warrant will be subject to any contractual restrictions on transfer, except that the Treasury Department may only transfer or exercise an aggregate of one-half of the Warrant Shares prior to the earlier of the redemption of 100% of the Shares of Series A Preferred Stock and December 31, 2009.

In the Securities Purchase Agreement, the Company agreed that, until such time as the Treasury Department ceases to own any securities acquired from us pursuant to the Securities Purchase Agreement, the Company will take all . . .

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.02.

Prior to December 12, 2011, unless the Company has redeemed the Series A Preferred Stock or the Treasury Department has transferred the Series A Preferred Stock to a third party, the consent of the Treasury Department will be required for us to (1) declare or pay any dividend or make any distribution on our common stock, or (2) redeem, purchase or acquire any shares of the Company's common stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement.

In addition, under the Certificate of Determination described in Item 5.03, the Company's ability to declare or pay dividends or repurchase our common stock or other equity or capital securities will be subject to restrictions in the event that the Company fails to declare and pay (or set aside for payment) full dividends on the Series A Preferred Stock.

The information concerning executive compensation set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference into this Item 5.02.

On December 9, 2008, the Company filed a Certificate of Determination (the "Certificate of Determination") with the California Secretary of State for the purpose of amending its Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of the Preferred Stock. A copy of the Certificate of Determination is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

In connection with the filing of the Certificate of Determination, the Company also entered into a Side Letter Agreement with the Treasury on December 12, 2008, which requires at all times that the Company maintain a range of directors which would allow two additional seats on its Board of Directors to be filled by the Treasury Department in the event the Company should default on six dividend payments, whether or not consecutive, due on its Series A Preferred Stock. A copy of the Side Letter Agreement is attached hereto as Exhibit 10.6 and incorporated herein by reference,

On December 10, 2008, the Board of Directors adopted an amendment to the Company's Bylaws providing that in the event the Company should default on six dividend payments, whether or not consecutive, due on its Series A Preferred Stock, the number of authorized directors shall automatically be increased by two. A copy of the Bylaw amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

In the event of such default, pursuant to the Certificate of Determination, the holders of the Preferred Stock shall have the right to elect two directors to fill the vacancy created by the automatic increase in the number of directors described above, at the next annual meeting of shareholders (or special meeting called earlier for that purpose).

On December 12, 2008, the Company issued a news release announcing the consummation of the transactions described above under "Item 1.01. Entry into a Material Definitive Agreement." A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.   Description

 3.1          Amendment to the Bylaws of Center Financial Corporation adopted December
              10, 2008

 4.1          Certificate of Determination for the Series A Preferred Stock

 4.2          Form of Certificate for the Series A Preferred Stock

 4.3          Warrant for Purchase of Shares of Common Stock

10.1          Letter Agreement dated December 12, 2008, between Center Financial
              Corporation and the United States Department of the Treasury, which
              includes the Securities Purchase Agreement-Standard Terms attached
              thereto, with respect to the issuance and sale of the Series A Preferred
              Stock and the Warrant

10.2          Form of Waiver, executed by each of Jae Whan Yoo, Lisa Kim Pai, Lonny D.
              Robinson, Jason Kim and Sook Kyong Goo.

10.3          Amendment to Employment Agreement between Center Financial Corporation,
              Center Bank and Jae Whan Yoo dated November 25, 2008.

10.4          Agreement Concerning Employment Arrangements between Center Financial
              Corporation, Center Bank and Lisa Kim Pai dated November 25, 2008.

10.5          Agreement Concerning Employment Arrangements between Center Financial
              Corporation, Center Bank and Lonny D. Robinson dated November 25, 2008.

10.6          Side Letter Agreement dated December 12, 2008, between Center Financial
              Corporation and The Department of Treasury regarding maintenance of two
              open seats on Board of Directors

99.1          News release dated December 12, 2008