<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>8
<FILENAME>ex99-5.txt
<DESCRIPTION>AMENDED AND RESTATED TERM SHEET
<TEXT>
                                                                    Confidential


                         AMENDED AND RESTATED TERM SHEET

This Amended and Restated Term Sheet (this "Amended and Restated Term Sheet") is
made and entered into by and among HANMI FINANCIAL CORPORATION, a Delaware
corporation and registered bank holding company with its principal offices in
Los Angeles, California (the "Company"), LEADING INVESTMENT & SECURITIES CO.,
LTD., a Korean corporation with its principal offices in Seoul, Korea
("Leading") and IWL PARTNERS LLC, a Korean company with its principal offices in
Seoul, Korea ("IWL Partners," and collectively with the Company and Leading, the
"Parties").

WHEREAS, the Parties hereto have amended a Term Sheet dated as of May 28, 2009
(the "Term Sheet") on August 5, 2009, outlining the terms and conditions of the
proposed investments by Leading and IWL in newly issued common stock of the
Company;

WHEREAS, the Company and Leading entered into a Securities Purchase Agreement
(the "SPA") dated as of June 12, 2009 pursuant to which the Company has agreed
to issue and Leading has agreed to purchase certain number of shares of the
common stock of the Company, as contemplated by the Term Sheet;

WHEREAS, the Company and Leading have subsequently amended the SPA on July 31,
2009 to, among others, extend the closing date of the Leading Investment and
Additional Leading Investment to September 30, 2009; and

WHEREAS, the Company and Leading have consummated the Leading Investment (as
defined below) as of September 4, 2009.

NOW, THEREFORE, in consideration of the mutual covenants contained in this
Amended and Restated Term Sheet, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties hereby
agree to amend and restate the Term Sheet, as amended, as follows:


                      Section A.  Introduction

Transactions        Leading will purchase:

                    (i)  shares of newly issued common stock of the Company in
                         an amount equal to 9.9% of the total outstanding common
                         stock of the Company on a fully diluted basis at a
                         price per share equal to $1.37 (the "Leading
                         Investment"); and

                    (ii) shares of newly issued common stock of the Company in
                         an amount, which together with the Leading Investment,
                         will equal to 14.9% of the total outstanding common
                         stock of the Company on a fully diluted basis at a
                         price per share equal to $1.37 (the "Additional Leading
                         Investment"), subject to receipt of the regulatory
                         approval and/or confirmation described in the section
                         of this Amended and Restated Term Sheet entitled
                         "Leading

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                         Investment and Additional Investment Closing" on or
                         before September 30, 2009.

                    Subject to satisfactory due diligence and price and other
                    terms and conditions set forth herein, the Parties agree to
                    negotiate in good faith the purchase by IWL Partners
                    (including its affiliates and/or one or more investment
                    vehicles to be established and managed by IWL Partners or
                    one or more co-investors introduced by IWL Partners
                    (collectively, "IWL")) of shares of newly issued common
                    stock of the Company in an amount equal to $100 million less
                    the total aggregate dollar amount of the Leading Investment
                    and Additional Leading Investment (if any) made by Leading
                    (the "IWL Investment," together with the Leading Investment
                    and Additional Leading Investment, the "Proposed
                    Transaction").

                    In connection with the closing of the IWL Investment, the
                    Board will be re-constituted. See the section of this
                    Amended and Restated Term Sheet entitled "Composition of the
                    Board; Committees" below.

Tax, Other          The Parties intend to structure the Proposed Transaction
Treatment           from an efficient tax, accounting, and legal perspective.

Amended and         This Amended and Restated Term Sheet is an expression of the
Restated Term       present mutual intent only of the Parties with respect to
Sheet Not Binding   the Proposed Transaction that are the subject hereof, and,
                    except for the sections of this Amended and Restated Term
                    Sheet entitled (i) Amended and Restated Term Sheet Not
                    Binding, (ii) Transaction Expenses, (iii) Exclusive Dealing
                    Undertaking, (iv) Publicity, and (iv) Governing Law, the
                    Parties agree and acknowledge that this Amended and Restated
                    Term Sheet is not intended to be binding on IWL, Leading,
                    the Company or any of their respective subsidiaries,
                    affiliates, advisors, or representatives. Legally binding
                    obligations of the Parties will only arise from the
                    definitive agreement or agreements negotiated by the Parties
                    and approved by their respective boards of directors. The
                    definitive agreement or agreements will include other terms
                    and provisions customary for transactions of this type.

          Section B. Leading Investment, Additional Leading Investment
                               and IWL Investment

Leading Investment; The Parties intend that the Leading Investment and
Passive Investment  Additional Leading Investment will be structured to meet the
                    passive equity investment policy of the Federal Reserve
                    Board. The Leading Investment will not be conditioned on the
                    consummation of the Additional Leading Investment or IWL
                    Investment, and the Parties shall use commercially
                    reasonable efforts to negotiate and document the terms and
                    conditions of the Leading Investment and Additional Leading
                    Investment (the "Leading Investment Agreement") within 10
                    business days of the execution of this Amended and Restated
                    Term Sheet.

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                                                                    Confidential


                    The Leading Investment Agreement shall contain, among other
                    provisions, customary representations and warranties of the
                    Company and conditions to closing, including a
                    representation that the proceeds of the Proposed Transaction
                    will be sufficient for the Company (and its subsidiary bank)
                    to meet all applicable regulatory capital guidelines.

Leading Investment  The closing of the Leading Investment is subject to receipt
and Additional      by Leading of written or oral confirmation:
Leading Investment
Closing             (i)  From the Federal Reserve Board or the Federal Reserve
                         Bank of San Francisco that the Leading Investment (A)
                         will not require a change-of-control notice under the
                         Change in Bank Control Act ("Change-of-Control
                         Notice"), and (B) will not require a registration under
                         the Bank Holding Company Act of 1956, as amended ("BHC
                         Registration"); and

                    (ii) From the California Department of Financial
                         Institutions ("CDFI") that the Leading Investment will
                         not require a change-of-control application or other
                         application or notice to CDFI.

                    The closing of the Additional Leading Investment will be no
                    later than September 30, 2009 and is subject to receipt by
                    Leading of the following regulatory approval(s) and/or
                    confirmation(s), including, without limitation:

                    (i)  Either a confirmation from CDFI that the Additional
                         Leading Investment (together with the Leading
                         Investment) will not require a change-of-control
                         application or other application or notice, or approval
                         by CDFI of such application or notice; and

                    (ii) Approval by the Federal Reserve Board or the Federal
                         Reserve Bank of San Francisco of a change-of-control
                         notice pursuant to the Change in Bank Control Act
                         and/or BHC Registration; and

                   (iii) Approval by the Financial Services Commission of the
                         Leading Investment and Additional Leading Investment.

                    The Parties shall use their commercially reasonable efforts
                    (i) to secure all relevant confirmations and approvals as
                    promptly as possible, following the execution of this
                    Amended and Restated Term Sheet, and (ii) to consummate the
                    Leading Investment and Additional Leading Investment as
                    promptly as possible following the execution of the Leading
                    Investment Agreement.

Non-Solicitation;   The definitive agreement relating to the IWL Investment (the
Break-Up Fee        "IWL Investment Agreement"), together with the Leading
                    Investment

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                                                                    Confidential


                    Agreement will be referred to herein as the "Definitive
                    Documentation". The Definitive Documentation shall include a
                    non-solicitation provision in customary form that is
                    mutually agreeable to the Parties and consistent with the
                    fiduciary duties of the Board. The IWL Investment Agreement
                    will provide for payment to IWL of a break-up fee of $3
                    million and the reimbursement of the Transaction Expenses
                    (defined below) in the event the Company terminates the
                    Proposed Transaction upon the acceptance by the Company of
                    any Competing Proposal (as defined below).

IWL Investment      The closing of the IWL Investment is expected to occur on or
Closing             before December 31, 2009, subject to completion of
                    satisfactory due diligence review of the Company and its
                    subsidiaries by IWL, Leading and its advisors and the
                    negotiation of the IWL Investment Agreement containing
                    provisions consistent with the terms hereof and other terms
                    and customary representations and warranties and conditions
                    to closing and receipt of all regulatory and third party
                    approvals.

Registration        The offer, sale and purchase of common stock in the Proposed
Rights              Transaction will be made in reliance on an exemption from
                    the registration requirements of the applicable federal and
                    state securities laws and regulations, including Section
                    4(2) of the Securities Act of 1933, as amended, and
                    Regulation D promulgated thereunder. IWL and Leading will be
                    granted mandatory and other customary demand and piggyback
                    registration rights on Form S-3.

Preemptive Rights   IWL and Leading shall have the right, in the event the
                    Company proposes to offer any equity securities, including
                    convertible debt or preferred stock to any person, to
                    purchase on a pro rata basis all or any portion of such
                    securities.

                Section C. Corporate Governance; Employee Matters

Composition of the  Upon the closing of the IWL Investment, and subject to
Board;              discussions with the appropriate regulatory authorities,
Committees          the Board will be re-constituted.  The Board will have up to
                    11 members, consisting of up to 6 members nominated by IWL,
                    the CEO and President of the Company's bank subsidiary and
                    up to 4 members nominated by the current shareholders of the
                    Company.

                    IWL will also have the right to have the same proportionate
                    representation on the committees of the Board and the board
                    of directors of the Company's bank subsidiary.

Election of         IWL, as the holder of a majority of the outstanding shares
Directors           of the common stock of the Company upon consummation of the
                    Proposed Transaction, will have the right to have elected a
                    majority of the members of the Board, and the closing of the
                    Proposed Transaction will be conditioned on the Board being
                    re-constituted in that regard. Between execution and
                    closing,

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                                                                    Confidential


                    the Parties will work together in good faith to ensure that,
                    upon closing, the Company will have a Board that has a
                    manageable number of members who are expected to continue as
                    directors so as to allow IWL to have seated a majority of
                    the Board members.

Officers            The senior executive level management of the Company and the
                    Company's banking subsidiary in place immediately prior to
                    the closing shall remain in place until the Board, acting by
                    majority vote, takes action (if any) to change such
                    management or to add any such senior executive level
                    officers as the Board determines in its discretion is
                    advisable.

Employment          Arrangements In conjunction with the closing of the IWL
                    Investment, certain key employees of the Company will enter
                    into or be subject to existing terms of employment
                    satisfactory to IWL.

                        Section D. Implementation Process

Approval by the     The Parties understand that the Leading Investment and
Board and           Additional Leading Investment will not require the approval
Shareholders        of the shareholders of the Company.  If the Proposed
                    Transaction is approved by the Board, it shall be submitted
                    by the Board to the Company's shareholders for a vote at a
                    meeting (the "Shareholder Meeting") to be held on a date to
                    be agreed on by the Parties. At the Shareholder Meeting, the
                    shareholders shall vote on approval of the IWL Investment,
                    any related amendments that are required to be made to the
                    Company's certificate of incorporation and any other matters
                    necessary to implement the IWL Investment that require
                    shareholder approval. The Company, in consultation with the
                    IWL, shall prepare a proxy statement for distribution to the
                    shareholders in connection with such meeting (the "Proxy
                    Statement").

Regulatory          As soon as practicable following the execution of the IWL
Approvals           Investment Agreement, the Parties shall seek all regulatory
                    and other third party approvals required for the
                    implementation of the IWL Investment, including, without
                    limitation, any approvals required by the Federal Reserve
                    Board and CDFI, any approval required by Financial Services
                    Commission and Financial Supervisory Service of Korea, any
                    approvals required from the FINRA (formerly NASD) in respect
                    of a change of control of the Company and all home country,
                    state and Federal bank regulatory authorities. The Parties
                    shall also cooperate in making any necessary filings with
                    the SEC, any exchange or quotation system on which the stock
                    is traded or quoted, and any other applicable governmental
                    authorities, including banking authorities. Consummation of
                    the Additional Leading Investment and IWL Investment shall
                    be conditioned on, among other things, obtaining all such
                    required approvals.

Other Third Party   As soon as practicable following the execution of the
Approvals           Definitive

                                        5
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                                                                    Confidential


                    Documentation, the Parties shall seek the approval of any
                    third parties with which the Company and its subsidiaries
                    have outstanding credit facilities, leases or other
                    contracts, to the extent that such approval is required (or
                    reasonably deemed advisable by IWL or Leading) for the
                    implementation of the Proposed Transaction. Consummation of
                    the Leading Investment, Additional Leading Investment and
                    IWL Investment shall be conditioned on obtaining all such
                    approvals that are determined to be material.

                            Section E. Miscellaneous

Transaction         The reasonable legal and advisory fees and expenses subject
Expenses            to a cap of $500,000 incurred by IWL and/or Leading in
                    connection with the planning, negotiation, and
                    implementation of the Proposed Transaction (the "Transaction
                    Expenses"), including, without limitation, fees of counsel
                    and any financial, accounting, or other advisors and
                    consultants, shall be paid by the Company to IWL and/or
                    Leading (x) at the closing of the Proposed Transaction, (y)
                    upon the acceptance by the Company of any Competing Proposal
                    (as defined below) or (z) in the event the Company breaches
                    the Exclusive Dealing Undertaking. For the avoidance of
                    doubt, the Company shall not become obligated for any
                    Transaction Expenses prior to the execution of this Amended
                    and Restated Term Sheet.

Exclusive Dealing   The Company agrees that through September 30, 2009, it shall
Undertaking         not and that it shall cause its subsidiaries and
                    representatives not to: (i) communicate with nor provide any
                    information in its possession to any person or party (a
                    "Competing Party") with respect to development of a
                    competing proposal for a recapitalization transaction or any
                    other form of investment in, or business combination with,
                    the Company or any of its subsidiaries (a "Competing
                    Proposal"), or (ii) solicit any Competing Proposal from any
                    Competing Party. In the event the Company breaches the terms
                    of this provision, it shall reimburse Transaction Expenses
                    of IWL and Leading.

Publicity           All press releases and public announcements relating to the
                    transactions contemplated by this Amended and Restated Term
                    Sheet will be prepared and be agreed to jointly by IWL,
                    Leading and the Company and no party will issue any press
                    release or public announcement without the approval of the
                    other party.

Governing Law       This Amended and Restated Term Sheet and the Definitive
                    Documentation will be governed by California law.


                            [Signature Page Follows]

                                       6
<PAGE>
                                                                    Confidential


Agreed and accepted as of
14th day of September 2009:

                                        IWL Partners



                                        By:  /s/ Dae Hyuk Park
                                             ----------------------------------
                                             Name:   Dae Hyuk Park
                                             Title:  Vice Chairman and Chief
                                                     Executive Officer



                                        Leading Investment & Securities Co.,
                                        Ltd.



                                         By:  /s/ Cheul Park
                                              ----------------------------------
                                              Name:   Cheul Park
                                              Title:  Chairman and Chief
                                                      Executive Officer



                                         Hanmi Financial Corp.



                                         By:  /s/ Jay S. Yoo
                                              ----------------------------------
                                              Name:   Jay S. Yoo
                                              Title:  President and Chief
                                                      Executive Officer

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