<DOCUMENT>
<TYPE>EX-12.3
<SEQUENCE>13
<FILENAME>u98617exv12w3.txt
<DESCRIPTION>EX-12.3 KOREAN BANK ACT
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    Exhibit 12.3

BANKING ACT

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<TABLE>
<CAPTION>

<S>                           <C>                        <C>
Wholly amended By             1998 . 1.31                Act No. 5499
Amended By                    1998 . 2.24                Act No. 5520
Amended By                    1998 . 5.25                Act No. 5540
Amended By                    1999 . 2.5                 Act No. 5745
Amended By                    1999 . 5.24                Act No. 5982
Amended By                    1999 . 9.7                 Act No. 6018
Amended By                    2000 . 1.21                Act No. 6177
Amended By                    2000 . 1.28                Act No. 6256
Amended By                    2001 . 3.28                Act No. 6429
Amended By                    2002 . 4.27                Act No. 6691
</TABLE>

                          CHAPTER I GENERAL PROVISIONS

ARTICLE 1 (PURPOSE)

         The purpose of this Act is to contribute to the stability of financial
         markets and the development of the national economy by seeking the
         sound operation of financial institutions, enhancing the efficiency of
         the fund brokerage functions, protecting depositors and maintaining the
         order of credit.
         [This Article Wholly Amended by Act No. 6177, Jan. 21, 2000]


ARTICLE 2 (DEFINITIONS)


         (1) For the purpose of this Act, the definitions of terms shall be as
         follows: (Amended by Act No. 5745, Feb. 5, 1999; Act No. 6691, Apr. 27,
         2002)

<PAGE>

         1.The term "banking business" means a business of lending funds raised
         by bearing debts from many unspecified persons through the receipt of
         deposits and issuance of securities and other bonds;

         2.The term "financial institutions" means all legal persons other than
         the Bank of Korea regularly and systematically engaged in the banking
         business;

         3.The term "commercial financial business" means a business which loans
         funds primarily raised by receipt of demand deposits within a period of
         less than a year, or makes loans for a period of not less than a year
         but less than three years, within the scope not exceeding the ceiling
         limit on loans as determined by the Financial Supervisory Commission,
         taking into account the total deposits;

         4.The term "long-term financial business" means a business which loans
         funds raised by capital stock, reserves, other surplus, or time
         deposits with a maturity of more than one year, or through the issue of
         debentures or other bonds for a period exceeding one year;

         5.The term "equity capital" means the total amount of core capital and
         supplementary capital according to the standards set by the Bank for
         International Settlements;

         6.The term "payment guarantee" means a guarantee or acceptance of debts
         of another person by financial institutions;

         7.The term "credits" means loans, payment guarantees and purchase of
         securities (limited to those of fund assistance nature) or other direct
         and indirect transactions by financial institutions, which involve
         credit risk in financial transactions;

         8.The term "same person" means the principal and a person having such a
         special relationship with the principal as prescribed by the
         Presidential Decree (hereinafter referred to as the "specially related
         person");

<PAGE>

         9.The term "non-financial business operator" means a person falling
         under any of the following items:

         (a) The same person with respect to which the total amount of gross
         capital (referring to the gross amount of assets less the gross amount
         of debts, on the balance sheet; hereinafter the same shall apply) of
         persons who are non-financial companies (referring to companies that
         run such non-financial businesses as determined by the Presidential
         Decree; hereinafter the same shall apply) is not less than 25/100 of
         the total amount of gross capital of persons who are companies;

         (b) The same person with respect to which the total amount of gross
         capital of persons who are non-financial companies is not less than
         such an amount as prescribed by the Presidential Decree, which is not
         less than two billion won; and

         (c) A securities investment company under the Securities Investment
         Company Act (hereinafter referred to as the "securities investment
         company") with respect to which a person as referred to in item (a) or
         (b) holds more than 4/100 of the total number of the issued stocks
         (referring to the case that the same person owns stocks under his or
         another person's name or has voting rights to them through a contract,
         etc.; hereinafter the same shall apply); and

         10.The term "large stockholder" means a person falling under any of the
         following items:

         (a) One stockholder of a financial institution in case that the same
         person including such stockholder holds more than 10/100 [15/100 in
         case of a financial institution which does not operate nationwide
         (hereinafter referred to as the "local financial institution")] of the
         total number of voting stocks issued by the financial institution; and

         (b) One stockholder of a financial institution in case that the same
         person including such stockholder holds more than 4/100 of the total
         number of voting stocks

<PAGE>

         (excluding nonvoting stocks under Article 16-2 (2)) issued by the
         financial institution (excluding a local financial institution) and the
         same person is the largest stockholder of the financial institution or
         exercises a substantial influence over the major managerial matters of
         the financial institution in a manner of appointing or dismissing its
         officers, etc. as prescribed by the Presidential Decree.

         (2) The specific scope of equity capital and credits under paragraph
         (1) 5 and 7 shall be determined by the Financial Supervisory Commission
         under the conditions as prescribed by the Presidential Decree. (Newly
         Inserted by Act No. 5745, Feb. 5, 1999)


ARTICLE 3 (APPLICABLE PROVISIONS)


         (1) All financial institutions in the Republic of Korea shall be
         operated under this Act, the Bank of Korea Act, the Act on the
         Establishment of Financial Supervisory Organizations, and regulations
         and orders issued thereunder.

         (2) This Act and the Bank of Korea Act shall prevail over the
         Commercial Act and other Acts and subordinate statutes.


ARTICLE 4 (LEGAL PERSONS)

         No person other than legal persons shall be engaged in the banking
         business.


ARTICLE 5 (SPECIAL CASES FOR NATIONAL AGRICULTURAL COOPERATIVES FEDERATION,
          ETC.)

         Any credit business sector of the National Agricultural Cooperatives
         Federation, the National Federation of Fisheries Cooperatives and its
         member fisheries cooperatives shall be deemed a financial institution.

<PAGE>

         [This Article Wholly Amended by Act No. 6256, Jan. 28, 2000]


ARTICLE 6 (INSURERS, ETC.)

         Insurers and companies engaged exclusively in savings bank business or
         trust business shall not be deemed financial institutions. (Amended by
         Act No. 6429, Mar. 28, 2001)


ARTICLE 7 (DETERMINATION ON WHETHER LEGAL PERSONS ARE FINANCIAL INSTITUTIONS)


         (1) Whether a legal person is a financial institution shall be
         determined by the Financial Supervisory Commission. (Amended by Act No.
         5540, May 25, 1998; Act No. 5982, May 24, 1999)

         (2) The Financial Supervisory Commission may require any legal person
         concerned to submit books and other documents as necessary to make
         decisions referred to in paragraph (1). (Amended by Act No. 5540, May
         25, 1998; Act No. 5982, May 24, 1999)


               CHAPTER II AUTHORIZATION, ETC. OF BANKING BUSINESS

ARTICLE 8 (AUTHORIZATION OF BANKING BUSINESS)


         (1) Any person who desires to be engaged in the banking business shall
         be subject to authorization by the Financial Supervisory Commission.
         (Amended by Act No.

<PAGE>

         5540, May 25, 1998; Act No. 5982, May 24, 1999)

         (2) In determining whether to grant authorization under paragraph (1),
         the Financial Supervisory Commission shall confirm the feasibility of a
         business project, the appropriateness of capital stock, stockholders'
         composition and stock subscription capital, managerial abilities and
         probity of the organizers or the management, and the public-interest.
         In this case, the matters necessary for confirmation methods, etc.
         shall be determined by the Presidential Decree. (Amended by Act No.
         5540, May 25, 1998; Act No. 5745, Feb. 5, 1999; Act No. 5982, May 24,
         1999)

         (3) The Financial Supervisory Commission may set conditions for
         authorization under paragraph (1). (Amended by Act No. 5540, May 25,
         1998; Act No. 5982, May 24, 1999)


ARTICLE 9 (MINIMUM CAPITAL STOCK)

         Capital stock of a financial institution shall be not less than one
         hundred billion won: Provided, That capital stock of a financial
         institution which does not operate nationwide may be not less than
         twenty-five billion won.


ARTICLE 10 (REPORT OF ALTERATION OF ARTICLES OF INCORPORATION AND REDUCTION IN
           CAPITAL)


         (1) Any financial institution shall, when it intends to perform the act
         falling under each of the following subparagraphs, file in advance a
         report thereof with the Financial Supervisory Commission: (Amended by
         Act No. 6177, Jan. 21, 2000)

         1.Amendment to the articles of incorporation: Provided, That the same
         shall not apply to the case where it is intended to alter trifling
         matters prescribed by the Financial Supervisory Commission; and

<PAGE>

         2.Reduction of capital stocks as determined by the Presidential Decree.

         (2) Where a financial institution amends the articles of association
         under the proviso of paragraph (1) 1, or makes a change in capital
         stock which does not fall under subparagraph 2 of the said paragraph,
         it shall report on it to the Financial Supervisory Commission within
         seven days from the date on which such a cause occurs.

         (3) The Financial Supervisory Commission may, in the event that
         contents of the report it has received are deemed to violate relevant
         Acts and subordinate statutes or infringe on the rights and interests
         of the users of financial institutions, urge the financial institution
         concerned to take corrective and supplementary measures.
         (Amended by Act No. 6177, Jan. 21, 2000)


ARTICLE 11 (SUBMISSION OF APPLICATION)


         (1) Any person who intends to obtain authorization under Articles 8 (1)
         shall file an application thereof with the Financial Supervisory
         Commission. (Amended by Act No. 5540, May 25, 1998; Act No. 5982, May
         24, 1999; Act No. 6177, Jan. 21, 2000)

         (2) The contents and type of the application under paragraph (1) shall
         be determined by the Financial Supervisory Commission. (Amended by Act
         No. 5982, May 24, 1999)


ARTICLE 12 (PUBLICATION OF AUTHORIZATION, ETC.)

         The Financial Supervisory Commission shall, when it grants
         authorization under Article 8 (1) or cancels the authorization under
         Article 53 (2), publish the fact in the Official Gazette and make the
         fact widely known to the public making use of computer communications,
         etc.

<PAGE>

         [This Article Wholly Amended by Act No. 6177, Jan. 21, 2000]


ARTICLE 13 (OPENING AND RELOCATION, ETC. OF BRANCH)

         Any financial institution shall, where it intends to newly open a
         branch, agency or office abroad, or relocate its head office to the
         area of other Special Metropolitan City, Metropolitan City, or Do, make
         in advance plans for opening such branch, agency and office and for
         relocating such head office to consult with the Financial Supervisory
         Commission.
         [This Article Wholly Amended by Act No. 6177, Jan. 21, 2000]


ARTICLE 14 (BAN ON USE OF SIMILAR TRADE NAMES)

         No person other than the Bank of Korea and financial institutions shall
         use a word called bank in his trade name, or the words called banking
         business or banking operations in indicating his business.


       CHAPTER III HOLDING LIMITS, ETC. OF FINANCIAL INSTITUTION'S STOCKS

ARTICLE 15 (STOCK-HOLDING LIMIT, ETC. BY SAME PERSONS)


         (1) The same person shall not hold stocks of a financial institution in
         excess of 10/100 of the total number of its issued voting stocks:
         Provided, That this shall not apply to cases falling under any of the
         following subparagraphs and cases of paragraph (3) and Article 16-2
         (3):


<PAGE>

         1.Where the Government or the Korea Deposit Insurance Corporation
         established under the Depositor Protection Act holds stocks of a
         financial institution; and

         2.Where he is holding not more than 15/100 of the total number of
         issued voting stocks of a local financial institution.

         (2) Where the same person (excluding a person as prescribed by the
         Presidential Decree) falls under any of the following subparagraphs, he
         shall make a report thereon to the Financial Supervisory Commission
         under the conditions as prescribed by the Presidential Decree:

         1.Where he holds more than 4/100 of the total number of issued voting
         stocks of a financial institution (excluding a local financial
         institution; hereafter in this paragraph the same shall apply);

         2.Where the same person falling under subparagraph 1 becomes the
         largest stockholder of the financial institution concerned; and

         3.Where the ratio of stockholding by the same person falling under
         subparagraph 1 is changed to the extent of not less than 1/100 of the
         total number of issued voting stocks of the financial institution
         concerned.

         (3) Notwithstanding the text of paragraph (1) exclusive of its
         subparagraphs, the same person may hold stocks of a financial
         institution with approval of the Financial Supervisory Commission for
         any excess of each such limit as set in any of the following
         subparagraphs: Provided, That the Financial Supervisory Commission may
         grant approval by fixing separate specified limit of stockholding other
         than the limit as set in each subparagraph only where it is deemed
         necessary in view of the possible contribution to the efficiency and
         soundness of the banking business and the stock distribution of
         stockholders of the financial institution, and if the same person
         intends to hold stocks in excess of the approved limit, he shall obtain
         additional approval from the Financial Supervisory Commission:


<PAGE>

         1.The limit as set in the text of paragraph (1) excluding its
         subparagraphs (the limit as set in paragraph (1) 2 in case of a local
         financial institution);

         2.25/100 of the total number of issued voting stocks of the financial
         institution concerned; and

         3.33/100 of the total number of issued voting stocks of the financial
         institution concerned.

         (4) Where the Financial Supervisory Commission refuses to grant
         approval under paragraph (3), it shall specify and notify such cause to
         the applicant within the period as determined by the Presidential
         Decree.

         (5) In applying the provisions of paragraph (3), the qualifications for
         any person capable of holding stocks of a financial institution, the
         requirements and procedures for approval related to stockholding, and
         other necessary matters shall be determined by the Presidential Decree
         in consideration of the possible risk of undermining the soundness of
         the financial institution concerned, the propriety of the size of
         assets and the financial standing of the financial institution
         concerned, the size of credits from the financial institution
         concerned, and the possible contribution to the efficiency and
         soundness of the banking business.

         (6) Where a securities investment company holds stocks of a financial
         institution with the approval under paragraph (3), the provisions of
         Article 28 (2) 1 and 2 of the Securities Investment Company Act shall
         not apply with respect to the securities investment company.
         [This Article Wholly Amended by Act No. 6691, Apr. 27, 2002]


ARTICLE 16 (RESTRICTION, ETC. ON VOTING RIGHT OF LIMIT EXCESS STOCKS)


         (1) Where the same person holds stocks of financial institutions beyond
         the

<PAGE>

         stockholding limit referred to in Article 15 (1) and (3) or 16-2 (1)
         and (2), the scope for exercising the voting right of relevant stocks
         shall be restricted to the limit referred to in Article 15 (1) and (3)
         or 16-2 (1) and (2), and he shall, without delay, make sure that he
         conforms to the relevant limit. (Amended by Act No. 6691, Apr. 27,
         2002)

         (2) Where the same person does not observe the provisions of paragraph
         (1), the Financial Supervisory Commission may order him to dispose of
         the stocks beyond the relevant limit within a specified period of not
         more than six months.


ARTICLE 16-2 (RESTRICTION, ETC. ON STOCKHOLDING BY NON-FINANCIAL BUSINESS
             OPERATOR)


         (1) A non-financial business operator (including a person who is
         excluded from an enterprise group subject to the limitations on mutual
         contribution, etc. under Article 14-2 of the Monopoly Regulation and
         Fair Trade Act and so does not fall under any non-financial business
         operator, and for whom a period as determined by the Presidential
         Decree has not yet passed since the date of the exclusion; hereafter in
         paragraph (2) the same shall apply) may not hold more than 4/100 of the
         total number of issued voting stocks of a financial institution (15/100
         in case of a local financial institution), notwithstanding the
         provisions of Article 15 (1).

         (2) Notwithstanding the provisions of paragraph (1), if a non-financial
         business operator obtains approval from the Financial Supervisory
         Commission for stocks of a financial institution which he intends to
         hold beyond the limit as set in paragraph (1) (excluding the case
         related to a local financial institution) on condition that he will not
         exercise the voting rights to the stocks, after satisfying the
         requirements as determined by the Presidential Decree including
         financial soundness, he may hold such stocks up to the limit as fixed
         in the text of Article 15 (1) excluding its subparagraphs.

         (3) With respect to a non-financial business operator falling under any
         of the


<PAGE>

         following subparagraphs, the text of Article 15 (1) excluding its
         subparagraphs and Article 15 (3) shall apply, notwithstanding the
         provisions of paragraphs (1) and (2):

         1.A non-financial business operator who has submitted to the Financial
         Supervisory Commission a plan for converting himself into a person who
         is not any non-financial business operator within two years
         (hereinafter referred to as the "conversion plan") and has obtained
         approval therefor; and

         2.A non-financial business operator who holds stocks within the scope
         of the ratio of holding stocks of a financial institution by a
         foreigner under the Foreign Investment Promotion Act (hereinafter
         referred to as the "foreigner").

         (4) Where a non-financial business operator comes to exceed the ratio
         of holding stocks by a foreigner as a result of holding stocks of a
         financial institution under paragraph (3) 2, he may not exercise voting
         rights to stocks held in excess.

         (5) The Financial Supervisory Commission may order a non-financial
         business operator to dispose of the stocks held in excess under
         paragraph (4) within a specified period of not more than one year:
         Provided, That if the Financial Supervisory Commission deems it
         inevitable in the light of the number of the stocks held in excess by a
         non-financial business operator and the situation of the securities
         market, etc., it may extend the period of disposing of the stocks
         within a specified limit.

         (6) The number of financial institutions of which the stocks may be
         held by a non-financial business operator under paragraph (3) 2 shall
         be limited to one.

         (7) Requirements for approval of the conversion plan under paragraph
         (3) 1 and other matters necessary for the examination of approval shall
         be prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]

<PAGE>

ARTICLE 16-3 (APPRAISAL, CHECKUP, ETC. OF CONVERSION PLAN)


         (1) A non-financial business operator who intends to apply for approval
         under Article 16-2 (3) 1 shall submit a conversion plan to the
         Financial Supervisory Commission, and if the appraisal of the
         conversion plan by a specialized institution is necessary, the
         Financial Supervisory Commission may have the specialized institution
         conduct such appraisal under the conditions as determined by the
         Financial Supervisory Commission.

         (2) The Financial Supervisory Commission shall regularly check up the
         situation of executing a conversion plan by a non-financial business
         operator (hereinafter referred to as a "person subject to conversion")
         who holds stocks of a financial institution in excess of the limit as
         set in Article 16-2 (1) with approval on the conversion plan under
         paragraph (3) 1 of the same Article, as prescribed by the Presidential
         Decree, and shall disclose its results through computer network, etc.

         (3) Where the Financial Supervisory Commission deems that a person
         subject to conversion fails to execute the conversion plan as a result
         of checkup under paragraph (2), it may order him to execute it within a
         fixed period of not more than six months.

         (4) A person subject to conversion falling under any of the following
         subparagraphs may not exercise the voting rights to the stocks of a
         financial institution held by himself in excess of the limit as set in
         Article 16-2 (1):

         1.A person subject to conversion who is under the execution order of
         paragraph (3) by the Financial Supervisory Commission; and

         2.A person subject to conversion whose illegal transaction with a
         financial institution is confirmed from the inspection of the Governor
         of the Financial Supervisory Service due to any cause as referred to in
         Article 48-2 (1) 2.

<PAGE>

         (5) Where a person subject to conversion falls under any of the
         following subparagraphs, the Financial Supervisory Commission may order
         him to dispose of the stocks of a financial institution held in excess
         of the limit as set in Article 16-2 (1) within a specified period of
         not more than six months:

         1.Where he fails to comply with the execution order under paragraph
         (3); and

         2.Where he falls under paragraph (4) 2.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 16-4 (EXAMINATION OF LIMIT EXCESS STOCKHOLDERS' QUALIFICATIONS, ETC.)


         (1) The Financial Supervisory Commission shall examine whether or not a
         person holding stocks of a financial institution under Articles 15 (3)
         and 16-2 (3) (hereafter in this Article referred to as the "limit
         excess stockholder") continues to meet the qualifications and approval
         requirements under Article 15 (5) (hereafter in this Article referred
         to as the "excess holding requirements") after the holding of the
         stocks, under the conditions as prescribed by the Presidential Decree.

         (2) The Financial Supervisory Commission may, where necessary for the
         examination as referred to in paragraph (1), ask a financial
         institution or a limit excess stockholder to furnish necessary data or
         information.

         (3) Where the Financial Supervisory Commission deems, as a result of
         the examination under paragraph (1), that a limit excess stockholder
         fails to meet the excess holding requirements, it may order him to meet
         such requirements within a specified period of not more than six
         months.

         (4) The limit excess stockholder who is ordered under paragraph (3) may
         not exercise any voting rights to the stocks of a financial institution
         held in excess of the limit as set in Article 15 (3) 1 (referring to
         the limit as set in Article 16-2 (1) in

<PAGE>

         case the limit excess stockholder is a non-financial business operator;
         hereafter in paragraph (5) the same shall apply) before he executes the
         order.

         (5) Where the limit excess stockholder who is ordered under paragraph
         (3) fails to comply with the order, the Financial Supervisory
         Commission may order the limit excess stockholder to dispose of the
         stocks of a financial institution held by him in excess of the limit as
         set in Article 15 (3) 1 within a specified period of not more than six
         months.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 17 (EXERCISE OF MINORITY STOCKHOLDERS' RIGHT)


         (1) Any person, who has held the stocks equivalent to not less than
         5/100,000 of the total number of the stocks issued by any financial
         institution for not less than six months as prescribed by the
         Presidential Decree, may exercise his right as a stockholder as
         prescribed in Article 403 of the Commercial Act (including the case
         where the provisions are applied mutatis mutandis under Articles 324,
         415, 424-2, 467-2, and 542 of the Commercial Act).

         (2) Any person, who has held the stocks equivalent to not less than
         250/100,000 (not less than 125/100,000 in case of financial
         institutions prescribed by the Presidential Decree) of the total number
         of the stocks issued by financial institutions for not less than six
         months as prescribed by the Presidential Decree, may exercise his right
         as a stockholder as prescribed in Articles 385 (including the case
         where the provisions are applied mutatis mutandis under Article 415 of
         the Commercial Act) and 539 of the Commercial Act. (Amended by Act No.
         6691, Apr. 27, 2002)

         (3) Any person, who has held the stocks equivalent to not less than
         25/100,000 (not less than 125/1,000,000 in case of financial
         institutions prescribed by the Presidential Decree) of the total number
         of the stocks issued by financial
<PAGE>

         institutions for not less than six months as prescribed the
         Presidential Decree, may exercise his right as a stockholder as
         prescribed in Article 402 of the Commercial Act. (Newly Inserted by Act
         No. 6691, Apr. 27, 2002)

         (4) Any person, who has held the stocks equivalent to not less than
         50/10,000 (not less than 25/10,000 in case of financial institutions
         prescribed by the Presidential Decree) of the total number of the
         voting stocks issued by financial institutions for not less than six
         months as prescribed the Presidential Decree, may exercise his right as
         a stockholder as prescribed in Article 363-2 of the Commercial Act.
         (Amended by Act No. 6691, Apr. 27, 2002)

         (5) Any person, who has held the stocks equivalent to not less than
         5/10,000 (not less than 25/100,000 in case of financial institutions
         prescribed by the Presidential Decree) of the total number of the
         stocks issued by financial institutions for not less than six months as
         prescribed the Presidential Decree, may exercise his right as a
         stockholder as prescribed in Article 466 of the Commercial Act. (Newly
         Inserted by Act No. 6691, Apr. 27, 2002)

         (6) Any person, who has held the stocks equivalent to not less than
         150/10,000 (not less than 75/10,000 in case of financial institutions
         prescribed by the Presidential Decree) of the total number of the
         stocks issued by any financial institution for not less than six months
         as prescribed by the Presidential Decree, may exercise his right as a
         stockholder as prescribed in Articles 366 and 467 of the Commercial
         Act. In this case, the exercise of the right as a stockholder as
         prescribed in Article 366 of the Commercial Act shall be based on the
         stocks with voting right.

         (7) The stockholder as prescribed in paragraph (1) may, in the event
         that he institutes a suit pursuant to Article 403 of the Commercial Act
         (including the case where the provisions are applied mutatis mutandis
         under Articles 324, 415, 424-2, 467-2 and 542 of the Commercial Act)
         and wins the case, file a request with the financial institution for
         payment of costs and all other expenses incurred by the suit.
         [This Article Newly Inserted by Act No. 6177, Jan. 21, 2000]

<PAGE>

                        CHAPTER IV OFFICERS AND EMPLOYEES

ARTICLE 18 (QUALIFICATIONS, ETC. FOR OFFICERS)


         (1) No person falling under any of the following subparagraphs shall be
         an officer of any financial institution, and if he falls hereunder
         after becoming one, he shall lose the office: (Amended by Act No. 5540,
         May 25, 998; Act No. 5745, Feb. 5, 1999; Act No. 6177, Jan. 21, 2000)

         1.Deleted; (by Act No. 5540, May 25, 1998)

         2.A minor or a person who is incompetent or quasi-incompetent;

         3.A bankrupt who has not been reinstated;

         4.A person who has been sentenced to imprisonment without prison labor
         or more severe punishment and for whom five years have not elapsed
         since he completed the sentence (including where he is deemed to have
         completed the sentence) or was exempted from the sentence;

         5.A person who has been sentenced to a fine or more severe punishment
         under this Act or any foreign country's banking Acts and subordinate
         statutes and other finance-related Acts and subordinate statutes as
         determined by the Presidential Decree and for whom five years have not
         elapsed since he completed the sentence (including where he is deemed
         to have completed the sentence) or was exempted from the sentence;

         6.A person who has been granted a stay of execution of a sentence to
         imprisonment without prison labor or more severe punishment and who is
         under a suspended sentence;


<PAGE>

         7.A person who has been dismissed or removed from office by
         disciplinary punishment under this Act, the Bank of Korea Act, the Act
         on the Establishment, etc. of Financial Supervisory Organizations, the
         Act on the Structural Improvement of the Financial Industry, or any
         foreign country's finance-related Acts and subordinate statutes, and
         for whom five years have not elapsed since he was dismissed or removed
         by disciplinary punishment;

         8.A person who is or was an officer or employee of a financial
         institution (referring to financial institutions under subparagraph 1
         of Article 2 of the Act on the Structural Improvement of the Financial
         Industry) which was subject to timely corrective measures by the
         Financial Supervisory Commission pursuant to Article 10 (1) of the said
         Act or administrative dispositions such as decision on contract
         transfer pursuant to Article 14 (2) of the said Act (limited to any
         person directly or likewise responsible for a reason for such timely
         corrective measures being taken, who is determined by the Presidential
         Decree), and for whom two years have not passed since such timely
         corrective measures, etc. were taken; and

         9.Any person who has worked as an officer or an employee of a
         corporation or a company whose business license and authorization, etc.
         have been cancelled under this Act or finance-related Acts and
         subordinate statutes prescribed by the Presidential Decree (limited to
         any person who is directly or correspondingly responsible for the
         causes of such cancellation and is prescribed by the Presidential
         Decree) and for whom five years have yet to elapse from the date on
         which such business license and authorization were cancelled.

         (2) The officers of any financial institution shall be persons who have
         experience and knowledge in finance and who are unlikely to impede the
         public interest, sound management and credit order of financial
         institutions.

         (3) The specific matters on the qualifications for officers of
         financial institutions shall be determined by the Financial Supervisory
         Commission. (Amended by Act No. 5745, Feb. 5, 1999)

<PAGE>

ARTICLE 19
         Deleted. (by Act No. 5745, Feb. 5, 1999)


ARTICLE 20 (RESTRICTION ON CONCURRENT POSTS HELD BY OFFICERS, ETC.)


         (1) No officer or employee of a financial institution shall be an
         officer or employee of the Bank of Korea or any other financial
         institution or a bank holding company under the Financial Holding
         Companies Act (hereinafter referred to as the "bank holding company"):
         Provided, That this shall not apply to cases falling under any of the
         following subparagraphs:

         1.Where he becomes an officer or employee of a subsidiary bank under
         Article 37 (5);

         2.Where he becomes an officer or employee of a bank holding company
         having the financial institution to which he belongs, as a subsidiary;
         and

         3.Where he becomes an officer of a financial institution which is a
         subsidiary of a banking holding company having the financial
         institution to which he belongs, as another subsidiary.

         (2) No permanent officer of a financial institution shall be engaged in
         the day-to-day operations of other profit-making corporations:
         Provided, That this shall not apply to cases falling under any of the
         following subparagraphs:

         1.Where he falls under any subparagraph of paragraph (1);

         2.Where he is appointed as a manager under the Company Reorganization
         Act; and

<PAGE>

         3.Where he becomes an officer or employee of such a subsidiary as
         referred to in Article 37 (2) (excluding the cases prescribed by the
         Presidential Decree).
         [This Article Wholly Amended by Act No. 6691, Apr. 27, 2002]


ARTICLE 21 (PROHIBITION OF BRIBERY, ETC.)

         No officers or employees of financial institutions shall request,
         accept or promise any gifts or other bribes, whether directly or
         indirectly in connection with his duties.


ARTICLE 22 (COMPOSITION OF BOARD OF DIRECTORS)


         (1) Deleted. (by Act No. 5745, Feb. 5, 1999)

         (2) Any financial institution shall appoint not less than three
         directors who are not engaged in the general affairs of the board of
         directors (hereinafter referred to as "outside directors") and the
         number of outside directors shall not be less than 50/100 of the total
         number of directors. (Amended by Act No. 6177, Jan. 21, 2000)

         (3) Any financial institution shall have a committee as referred to in
         Article 393-2 of the Commercial Act in order to recommend candidates
         for outside directors (hereinafter referred to as the "outside director
         candidate recommendation committee"). In this case, 1/2 or more of the
         total members of the outside director candidate recommendation
         committee shall be composed of outside directors. (Amended by Act No.
         6691, Apr. 27, 2002)

         (4) Outside directors shall be selected and appointed by the general
         meeting of stockholders among persons recommended by the outside
         director candidate recommendation committee. (Newly Inserted by Act No.
         6691, Apr. 27, 2002)

         (5) The latter part of paragraph (3) shall not apply where a newly
         established

<PAGE>

         financial institution first organizes the board of directors. (Newly
         Inserted by Act No. 6691, Apr. 27, 2002)

         (6) Where the composition of the board of directors fails to meet the
         requirements under paragraph (2) due to the resignation or death of the
         outside directors, the composition of the board of directors shall be
         adjusted to meet the requirements under paragraph (2) by the date of
         the general meeting of stockholders convened for the first time after
         the date when such a cause occurs. (Amended by Act No. 6177, Jan. 21,
         2000; Act No. 6691, Apr. 27, 2002)

         (7) and (8) Deleted. (by Act No. 6691, Apr. 27, 2002)

         (9) Deleted. (by Act No. 5745, Feb. 5, 1999)

         (10) The necessary matters on the operation, composition, and
         procedures of the board of directors other than those provided in this
         Act shall be determined by the Presidential Decree.


ARTICLE 23 (POWERS OF BOARD OF DIRECTORS)


         (1) The following matters shall be subject to deliberation and decision
         by the board of directors: (Amended by Act No. 6177, Jan. 21, 2000)

         1.Matters on management objectives and evaluation;

         2.Matters on the amendment of the articles of incorporation;

         3.Matters on the budget and settlement of accounts, including the
         remuneration of officers and employees;

         4.Deleted; (by Act No. 5745, Feb. 5, 1999)

<PAGE>

         5.Matters on major changes in organization such as dissolution,
         business transfer, and merger; and

         6.Matters on internal control standards under Article 23-3.

         (2) Of the powers of the board of directors under Article 393 (1) of
         the Commercial Act, the powers of appointment or dismissal of managers
         and establishment, relocation or closure of branches may be delegated
         on conditions as the articles of association of a financial institution
         may determine.


ARTICLE 23-2 (AUDIT COMMITTEE)


         (1) Any financial institution shall establish an audit committee
         (referring to the audit committee under the provision of Article 415-2
         of the Commercial Act; hereinafter the same shall apply) in the board
         of directors.

         (2) The audit committee shall consist of members with not less than two
         thirds of them being outside directors.

         (3) Members of the audit committee who are not the outside directors
         shall not fall under any subparagraph of Article 191-12 (3) of the
         Securities and Exchange Act: Provided, That any person who serves as a
         member, not as an outside director of the audit committee may,
         notwithstanding the provisions of Article 191-12 (3) 6 of the
         Securities and Exchange Act, become a member of the audit committee,
         who is not an outside director.

         (4) Where the composition of the audit committee fails to meet the
         requirements as prescribed in paragraph (2) on the grounds of the death
         or resignation of members, the composition of the audit committee shall
         be made consistent with the requirements as prescribed in paragraphs
         (2) at the regular general meeting of


<PAGE>

         stockholders, which is first called after the date on which the cause
         occurred.

         (5) The proviso of Article 415-2 (2) of the Commercial Act shall not
         apply to the composition of the audit committee as prescribed in
         paragraph (1).
         [This Article Newly Inserted by Act No. 6177, Jan. 21, 2000]


ARTICLE 23-3 (INTERNAL CONTROL STANDARDS, ETC.)


         (1) Any financial institution shall set fundamental procedures and
         standards (hereinafter referred to as the "internal control standards")
         which the officers and employees of such financial institution have to
         follow when they perform their duties to observe Acts and subordinate
         statutes, operate soundly its assets and protect its depositors.

         (2) Any financial institution shall appoint not less than one person
         assigned to check whether the internal control standards are observed
         and to report any violation of the internal control standards to the
         audit committee (hereinafter referred to as the "compliance officer").

         (3) Where a financial institution intends to appoint a compliance
         officer, it shall go through a resolution of the board of directors:
         Provided, That this shall not apply with respect to a branch office of
         a foreign financial institution under Article 58 (1). (Amended by Act
         No. 6691, Apr. 27, 2002)

         (4) A compliance officer shall meet the following requirements: (Newly
         Inserted by Act No. 6691, Apr. 27, 2002)

         1.He is required to be the person with the experience falling under any
         of the following items:

         (a) A person who has served not less than 10 years in the Bank of Korea
         or an


<PAGE>

         institution subject to inspection (including any foreign financial
         institution corresponding thereto) under Article 38 of the Act on the
         Establishment, etc. of Financial Supervisory Organizations;

         (b) A person with a master's degree or higher in the finance-related
         area who has served not less than 5 years in a university as a
         full-time lecturer or higher or in a research institute as a researcher
         or higher;

         (c) A person with the qualification of an attorney-at-law or a
         certified public accountant who has served not less than 5 years in the
         service area related to such qualification; and

         (d) A person who has served not less than 5 years in the Ministry of
         Finance and Economy, the Financial Supervisory Commission, the
         Securities Futures Commission, or the Financial Supervisory Service
         under Article 44 and for whom 5 years or more have elapsed since he
         resigned or retired from each of such institutions;

         2.He is required not to fall under each subparagraph of Article 18 (1);
         and

         3.He is required not to have been subject to any such measures as
         demand for caution or warning, etc. for violating finance-related Acts
         and subordinate statutes from the Financial Supervisory Commission or
         the Governor of the Financial Supervisory Service under Article 47 in
         the past 5 years.

         (5) Necessary matters concerning the internal control standards and
         compliance officers shall be prescribed by the Presidential Decree.
         (Newly Inserted by Act No. 6691, Apr. 27, 2002) [This Article Newly
         Inserted by Act No. 6177, Jan. 21, 2000]


ARTICLE 24 (RECOMMENDATION OF CANDIDATES FOR MEMBERS OF AUDIT COMMITTEE)

<PAGE>

         Candidates for the members of the audit committee shall be recommended
         by a candidate recommendation committee which is composed of all
         outside directors. In this case, the candidate recommendation committee
         shall make decisions by an affirmative vote of not less than two-thirds
         of all outside directors. (Amended by Act No. 6177, Jan. 21, 2000; Act
         No. 6691, Apr. 27, 2002)


ARTICLE 25 (RESTRICTION ON VOTING RIGHT OF INTERESTED PERSONS)

         Any director who has special interests in any relevant bill under
         consideration by the board of directors shall not cast his vote.


ARTICLE 26 (EXCLUSION FROM APPLICATION)

         The provisions of Articles 23 and 24 shall not apply to financial
         institutions established by foreigners in accordance with the
         Presidential Decree and financial institutions in which foreigners hold
         more than 50/100 of the total number of issued voting stocks under
         Article 15 (3).
         [This Article Wholly Amended by Act No. 6691, Apr. 27, 2002]


                          CHAPTER V BANKING OPERATIONS

ARTICLE 27 (SCOPE OF OPERATIONS)


         (1) Financial institutions may be engaged in all operations in the
         banking business (hereinafter referred to as "banking operations")
         within the scope of this Act and other related Acts.

         (2) The scope of banking operations referred to in paragraph (1) shall
         be

<PAGE>

         determined by the Presidential Decree. (Amended by Act No. 5540, May
         25, 1998; Act No. 5982, May 24, 1999)


ARTICLE 28 (AUTHORIZATION FOR CONCURRENT BUSINESS)


         (1) Where any financial institution intends to directly run a business
         which is not the banking business, but prescribed by the Presidential
         Decree, it shall get authorization thereof from the Financial
         Supervisory Commission. In this case, the provisons of Article 8 (2)
         and (3) shall apply mutatis mutandis to such authorization. (Amended by
         Act No. 6177, Jan. 21, 2000)

         (2) Where engaged in the business listed in paragraph (1), the
         financial institution shall separate the relevant business from banking
         operations and maintain separate books and recorded documents.


ARTICLE 29 (TRUST BUSINESS)


         (1) Any financial institution which operates trust business as
         additional business shall separate funds, securities, or properties
         pertaining to the relevant business and maintain separate books and
         recorded documents.

         (2) The provisions of Article 30 (1) shall not apply to trust business
         referred to in paragraph (1). (Amended by Act No. 5745, Feb. 5, 1999)


ARTICLE 30 (MATTERS TO BE OBSERVED ON RESERVES FOR DEPOSITS AND INTERESTS, ETC.)


         (1) Financial institutions shall hold not less than the minimum ratio
         of reserves for


<PAGE>

         deposits and reserve assets for deposits under Section 2 of Chapter IV
         of the Bank of Korea Act as the reserve requirement for deposit
         liabilities.

         (2) Financial institutions shall abide by the following decisions and
         restrictions taken or placed by the Monetary Policy Committee under the
         Bank of Korea Act:

         1.Decision on the maximum rates of interest on all kinds of deposits or
         other payments of financial institutions;

         2.Decision on the maximum rates of interest for the credit business,
         such as all kinds of loans or other charges of financial institutions;

         3.Restriction on the time limit for loans and kinds of securities
         handled by financial institutions;

         4.Restriction on the maximum limit on loans and investment, or maximum
         limit by sector for financial institutions within a given period in
         case of national economic emergencies such as hyperinflation; and

         5.Prior approval on loans by financial institutions in case of national
         economic emergency such as hyperinflation.


ARTICLE 31 (COMMERCIAL FINANCIAL BUSINESS AND LONG-TERM FINANCIAL BUSINESS)


         (1) Any financial institution may concurrently run the commercial
         financial business and the long-term financial business.

         (2) Deleted. (by Act No. 6177, Jan. 21, 2000)


ARTICLE 32 (HANDLING OF CURRENT ACCOUNTS)

<PAGE>

         Current accounts may be handled only by financial institutions which
         are engaged in the commercial financial business.


ARTICLE 33 (ISSUANCE OF DEBENTURES, ETC.)

         The necessary matters on the conditions and methods for issue of
         debentures or equivalent bonds of financial institutions shall be
         determined by the Presidential Decree. In this case, the limit of
         issuing debentures, etc. shall be determined by the Presidential Decree
         within the limits of five times of the equity capital. (Amended by Act
         No. 5745, Feb. 5, 1999)


ARTICLE 34
         Deleted. (by Act No. 5745, Feb. 5, 1999)


ARTICLE 35 (CREDIT LIMIT ON SAME BORROWERS, ETC.)


         (1) No financial institution shall extend credits exceeding 25/100 of
         the relevant financial institution's equity capital to the same
         individual, corporation and person (hereinafter referred to as the
         "same borrowers") with whom it shares credit risk as determined by the
         Presidential Decree: Provided, That this shall not apply hereunder as
         determined by the Presidential Decree:

         1.Where it is necessary for the national economy or for a financial
         institution to promote the effectiveness of securing claims; and

         2.Where a financial institution exceeds the limit referred to in the
         text due to changes in its equity capital or changes in the composition
         of the same borrowers although it did not extend further credits.

<PAGE>

         (2) Where a financial institution exceeds the limit referred to in the
         text of paragraphs (1), (3) and (4) pursuant to paragraph (1) 2, it
         shall ensure that it meets the limit under the text of paragraphs (1),
         (3) and (4) within one year from the date on which it exceeds such
         limit: Provided, That in cases falling under inevitable cause as
         determined by the Presidential Decree, the Financial Supervisory
         Commission may extend it by setting such period. (Amended by Act No.
         6177, Jan. 21, 2000)

         (3) No financial institution shall extend credits exceeding 20/100 of
         the relevant financial institution's equity capital to the same
         individual or corporation, respectively: Provided, That this shall not
         apply where it falls under the proviso of paragraph (1).

         (4) Where credit which a financial institution extends to the same
         individual, corporation, or the same borrower respectively exceeds
         10/100 of the relevant financial institution's equity capital, the
         total amount of such large credits shall not exceed five times of the
         relevant financial institution's equity capital: Provided, That this
         shall not apply where it falls under the proviso of paragraph (1).
         [This Article Wholly Amended by Act No. 5745, Feb. 5, 1999]


ARTICLE 35-2 (CREDIT LIMIT ON LARGE STOCKHOLDERS OF FINANCIAL INSTITUTIONS,
ETC.)


         (1) The credits which a financial institution can extend to its large
         stockholder (including any person specially related to him; hereinafter
         the same shall apply) shall not exceed an amount falling under the
         ratio as determined by the Presidential Decree within the scope of
         25/100 of the relevant financial institution's equity capital or an
         amount falling under the ratio of any contribution by the relevant
         large stockholder to the relevant financial institution, whichever is
         less.

         (2) The credits which a financial institution can extend to all of its
         large

<PAGE>

         stockholders shall not exceed an amount falling under the ratio as
         determined by the Presidential Decree within the scope of 25/100 of the
         relevant financial institution's equity capital.

         (3) No financial institutions shall extend credits to their large
         stockholders under mutual crossing for the purpose of avoiding the
         credit limit as referred to in paragraphs (1) and (2).

         (4) Where a financial institution intends to extend its large
         stockholders credits of not less than an amount as prescribed by the
         Presidential Decree (including any such transaction as prescribed by
         the Presidential Decree; hereafter in this Article the same shall
         apply), it shall do so after going through a prior resolution of the
         board of directors. In this case, the resolution shall be made by a
         concurrent vote of all the members of the board of directors.

         (5) Where a financial institution extends its large stockholders
         credits of not less than an amount as prescribed by the Presidential
         Decree, it shall make a report thereon to the Financial Supervisory
         Commission without any delay and disclose it through computer networks,
         etc.

         (6) A financial institution shall disclose the matters relevant to
         credits extended to its large stockholders through computer networks,
         etc. every quarter under the conditions as prescribed by the
         Presidential Decree.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 35-3 (ACQUISITION LIMIT ON STOCKS ISSUED BY LARGE STOCKHOLDERS, ETC.)


         (1) No financial institution shall acquire (including to acquire
         through trust business; hereafter in this Article the same shall apply)
         stocks (including investment share; hereafter in this Article the same
         shall apply) issued by large stockholders of the financial institution
         in excess of an amount falling under the ratio as determined by

<PAGE>

         the Presidential Decree within the scope of 1/100 of the relevant
         financial institution's equity capital. In this case, the Financial
         Supervisory Commission may set a separate acquisition limit on stocks
         by class within the acquisition limit as determined in the provisions
         of the former part.

         (2) Where a financial institution exceeds the limit as referred to in
         paragraph (1) as a person who is not its large stockholder becomes its
         large stockholder newly, it shall dispose of the limit excess stocks
         within such a period as determined by the Presidential Decree.

         (3) Where a financial institution intends to acquire stocks issued by
         its large stockholders not less than such an amount as determined by
         the Presidential Decree, it shall go through a resolution of the board
         of directors in advance. In this case, the resolution shall be made by
         a concurrent vote of all the members of the board of directors.

         (4) Where a financial institution acquires stocks issued by its large
         stockholders not less than such an amount as prescribed by the
         Presidential Decree, it shall make a report thereon to the Financial
         Supervisory Commission without any delay and disclose it through
         computer networks, etc.

         (5) A financial institution shall disclose the matters relevant to the
         acquisition of stocks issued by its large stockholders through computer
         networks, etc. every quarter under the conditions as prescribed by the
         Presidential Decree.

         (6) A financial institution shall exercise its voting rights to the
         stocks issued by its large stockholders in such a manner as not
         affecting the contents of resolution by the number of stocks at the
         general meeting of the large stockholders less the number of stocks
         owned by the financial institution: Provided, That this shall not apply
         to the cases of a merger of large stockholders, transfer or takeover of
         business, appointment of officers, or other similar matters, which
         would obviously cause any loss to the financial institution.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]

<PAGE>

ARTICLE 35-4 (BAN ON EXERCISE OF IMPROPER INFLUENCE BY LARGE STOCKHOLDERS)

         No large stockholder of a financial institution shall do any of the
         following acts with intent to gain his own profits against the
         financial institution's interests:

         1.An act of demanding from the financial institution its internal data
         or information not yet disclosed with intent to exercise any improper
         influence: Provided, That this shall not include the cases falling
         under Article 17 (5);

         2.An act of exercising an improper influence over the personnel affairs
         or management of the financial institution in collusion with another
         stockholder on condition of providing any such consideration as
         economic gains;

         3.An act of exercising an influence over the management of the
         financial institution in such a manner as urging it to demand the
         advanced return of credits from a rival company with intent to obstruct
         the business activities of the rival company; and

         4.Other acts similar to those as referred to in subparagraphs 1 through
         3, as prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 35-5 (REQUEST OF DATA TO LARGE STOCKHOLDERS, ETC.)


         (1) Where the Financial Supervisory Commission deems that a financial
         institution or its large stockholder is suspected of any violation of
         Articles 35-2 through 35-4, it may request the financial institution or
         its large stockholder to submit necessary data.

         (2) Where the Financial Supervisory Commission deems that the soundness
         of


<PAGE>

         management of a financial institution might be considerably undermined
         due to such insolvency of its large stockholder's financial structure
         as the debts of the large stockholder (limited to a company) exceed his
         own assets, as prescribed by the Presidential Decree, it may take such
         measures as determined by the Presidential Decree against the financial
         institution, including issuing an order for the financial institution
         to restrict the extension of credits to the large stockholder.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 36 (LOANS TO GOVERNMENTAL AGENCIES)

         Loans to governmental agencies under the Bank of Korea Act shall be
         extended only where the Government guarantees the redemption of their
         principal and interest.


ARTICLE 37 (RESTRICTION ON CONTRIBUTIONS IN OTHER COMPANIES)


         (1) Any financial institution shall be prohibited from holding not less
         than 15/100 of the stocks with voting rights issued by other company
         (including contribution quota; hereafter the same shall apply in this
         Article). (Amended by Act No. 5520, Feb. 24, 1998; Act No. 6177, Jan.
         21, 2000)

         (2) Notwithstanding the provisions of paragraph (1), a financial
         institution may, if a company falls under any category of business as
         determined by the Financial Supervisory Commission or obtains approval
         from the Financial Supervisory Commission as necessary for promoting
         corporate restructuring, hold the stocks in excess of 15/100 of the
         issued stocks with voting rights: Provided, That the same shall not
         apply to the case falling under any of the following subparagraphs:
         (Amended by Act No. 5520, Feb. 24, 1998; Act No. 5745, Feb. 5, 1999;
         Act No. 6177, Jan. 21, 2000)


<PAGE>

         1.Where a financial institution invests the total amount not exceeding
         an amount equivalent to the ratio as determined by the Presidential
         Decree within the limit of 20/100 of the equity capital of the
         financial institution in a company in which it holds more than 15/100
         of the issued stocks with voting rights (hereinafter referred to as
         "subsidiary"): and

         2.Where it meets the requirements otherwise determined by the Financial
         Supervisory Commission under the conditions as prescribed by the
         Presidential Decree.

         (3) No financial institution shall carry out the following activities
         in doing business with its subsidiaries: (Amended by Act No. 5745, Feb.
         5, 1999)

         1.Credit extensions to its subsidiaries, exceeding the ceiling as
         determined by the Financial Supervisory Commission;

         2.Credits in which the stocks of the financial institution's
         subsidiaries are offered as security, and credits to purchase the
         stocks of the financial institution's subsidiaries; and

         3.Loans to officers or employees of the financial institution's
         subsidiaries (excluding petty loans as determined by the Financial
         Supervisory Commission).

         (4) Where any financial institution makes investments in its
         subsidiaries under paragraph (2), it shall report such fact to the
         Financial Supervisory Commission within seven days.

         (5) The terms "parent bank" or "subsidiary bank" in paragraphs (6)
         through (8) mean a financial institution which owns more than 15/100 of
         the total number of the voting stocks issued by other financial
         institution, and such other financial institution. In this case, if a
         parent bank and its subsidiary bank hold altogether more than 15/100 of
         the total number of the voting stocks issued by a financial institution
         which is not the subsidiary bank, the financial institution shall be
         deemed

<PAGE>

         to be a subsidiary bank of the parent bank. (Newly Inserted by Act No.
         6691, Apr. 27, 2002)

         (6) No subsidiary bank shall do any of the following acts: (Newly
         Inserted by Act No. 6691, Apr. 27, 2002)

         1.An act of owning stocks issued by the parent bank and another
         subsidiary bank of the parent bank (hereinafter referred to as the
         "parent bank, etc.") (excluding the cases as prescribed by the
         Presidential Decree);

         2.An act of owning more than 15/100 of the voting stocks issued by
         another financial institution;

         3.An act of extending credits to the parent bank, etc. above the
         standards as set by the Presidential Decree; and

         4.Other acts of being likely to undermine the own sound management of
         the concerned subsidiary bank or to infringe on the interests of
         financial traders, as prescribed by the Presidential Decree.

         (7) Where a subsidiary bank and its parent bank, etc. extend credits to
         each other, they shall do so under proper security meeting the
         standards as set by the Presidential Decree: Provided, That this shall
         not apply where it satisfies the requirements as set by the Financial
         Supervisory Commission, such as the extension of credits necessary for
         restructuring the subsidiary bank and parent bank. (Newly Inserted by
         Act No. 6691, Apr. 27, 2002)

         (8) A subsidiary bank and its parent bank, etc. shall not transact
         mutually such inferior assets as prescribed by the Presidential Decree:
         Provided, That this shall not apply where it satisfies the requirements
         as set by the Financial Supervisory Commission, such as transactions
         necessary for restructuring the subsidiary bank and parent bank. (Newly
         Inserted by Act No. 6691, Apr. 27, 2002)

<PAGE>

ARTICLE 38 (PROHIBITED BUSINESS)

         No financial institution shall conduct the following activities:
         (Amended by Act No. 5745, Feb. 5, 1999; Act No. 6177, Jan. 21, 2000)

         1.Investment in stocks or other securities (excluding state bonds and
         Bank of Korea currency stabilization bonds) with a period of redemption
         of not less than three years which exceeds the amount equivalent to the
         ratio as determined by the Presidential Decree within the limit of
         100/100 of its equity capital. In this case, the Financial Supervisory
         Commission may, if necessary, otherwise determine, within the said
         limit on investment, the ceiling on investment in stocks and
         derivatives which are securities;

         2.Ownership of real estate (excluding real estate acquired through the
         exercise of a security interest such as mortgage) other than real
         estate for business purposes;

         3.Ownership of real estate used for business purposes in excess of an
         amount equivalent to the ratio as determined by the Presidential Decree
         within the limit of 100/100 of equity capital;

         4.Loans of funds to speculate in commodities or securities;

         5.Loans in which stocks of the financial institution or stocks
         exceeding 20/100 of issued stocks of other stock companies are offered
         as security, whether direct or indirect (excluding loans for operators,
         etc. as prescribed by the Presidential Decree who operate private
         investment projects for infrastructure);

         6.Loans contingent on the purchase of stocks of the relevant financial
         institution, whether direct or indirect;

         7.Loans for political funds, whether direct or indirect;


<PAGE>

         8.Loans to officers or employees of the relevant financial institution
         (excluding petty loans as determined by the Financial Supervisory
         Commission); and

         9.Deleted. (by Act No. 6691, Apr. 27, 2002)


ARTICLE 39 (DISPOSAL OF ASSETS, ETC. FOR NON-BUSINESS PURPOSES)

         A financial institution shall, of its properties or other assets, where
         it is prohibited from acquiring or holding them or acquires assets
         through the exercise of a security interest, dispose of them under the
         conditions as determined by the Financial Supervisory Commission.


                              CHAPTER VI ACCOUNTING

ARTICLE 40 (ACCUMULATION OF LEGAL RESERVE)

         A financial institution shall accumulate not less than 10/100 of its
         net profits until the reserve comes up to the total amount of capital
         stock, each time it pays dividends on earned net profits.


ARTICLE 41 (PUBLIC NOTICE, ETC. OF FINANCIAL STATEMENTS)


         (1) A financial institution shall make public notice of balance sheets
         as of the closing date, profit and loss statements for the relevant
         period for settlement of accounts concerned, and consolidated financial
         statements as determined by the Financial Supervisory Commission in
         accordance with the form as determined by the Financial Supervisory
         Commission within three months from the closing date: Provided, That
         for documents which cannot be made public within three months for

<PAGE>

         unavoidable reasons, the said public notice may be delayed upon
         approval by the Financial Supervisory Commission.

         (2) Balance sheets, profit and loss statements, and consolidated
         financial statements under paragraph (1) shall be signed and sealed by
         the representative and the person in charge.

         (3) The closing date of the financial institution shall be December 31:
         Provided, That the Financial Supervisory Commission may direct the
         change of the closing date, and the financial institution may change
         the closing date upon approval by the Financial Supervisory Commission.


ARTICLE 42 (SUBMISSION OF BALANCE SHEETS, ETC.)


         (1) A financial institution shall submit its balance sheets based on
         the end of every month to the Bank of Korea no later than the end of
         the following month in accordance with the form as determined by the
         Bank of Korea, and the Bank of Korea shall carry them in the
         statistical monthly of the Bank of Korea.

         (2) The balance sheets referred to in paragraph (1) shall be signed and
         sealed by the person in charge or his agent.

         (3) The financial institution shall, as prescribed by Acts, provide the
         Bank of Korea, in addition to the balance sheets referred to in
         paragraph (1), with periodical statistical data or information required
         for carrying out its functions and duties.


ARTICLE 43 (REFUSAL TO DISCLOSE MATERIALS)

         The financial institution may, upon request for the inspection or copy
         of account books and documents referred to in Article 466 (1) of the
         Commercial Act, refuse

<PAGE>

         the relevant request where it threatens to cause serious damage to the
         rights and interests of customers.


                     CHAPTER VII SUPERVISION AND INSPECTION

ARTICLE 44 (SUPERVISION OVER FINANCIAL INSTITUTIONS)

         The Financial Supervisory Service established under the Act on the
         Establishment of Financial Supervisory Organizations (hereinafter
         referred to as the "Financial Supervisory Service") shall supervise
         whether financial institutions observe this Act, other related Acts,
         and regulations, and orders and instructions of the Financial
         Supervisory Commission in accordance with the said regulations and
         instructions.


ARTICLE 45 (GUIDANCE FOR SOUND MANAGEMENT)


         (1) Any Financial institution engaged in the banking business shall
         secure sound management such as completing equity capital and
         maintaining adequate liquidity.

         (2) Any financial institution shall, in order to maintain the soundness
         of its management, observe the standards for management guidance set by
         the Financial Supervisory Commission with respect of matters falling
         under each of the following subparagraphs under the conditions as
         prescribed by the Presidential Decree: (Amended by Act No.
         6177, Jan. 21, 2000)

         1.Matters relating to the propriety of capital;

         2.Matters relating to the soundness of assets;

<PAGE>

         3.Matters relating to the liquidity; and

         4.Other matters necessary for securing the soundness of management.

         (3) In its determining the standards for management guidance pursuant
         to paragraph (2), the Financial Supervisory Commission shall reflect
         the principle of supervision over the soundness of financial
         institutions recommended by the Bank for International Settlements.
         (Newly Inserted by Act No. 5745, Feb. 5, 1999)

         (4) Where any financial institution is deemed to threaten to seriously
         harm its sound management, such as failing to meet the guidelines for
         management guidance referred to in paragraph (2), the Financial
         Supervisory Commission may require it to take measures necessary to
         improve management such as increase in capital stock and restriction on
         profits sharing.


ARTICLE 46 (MEASURES FOR INSOLVENCY, ETC. OF DEPOSITS)

         Where any financial institution is deemed to threaten to seriously harm
         the interests of depositors, such as threatening to go bankrupt or
         insolvent, the Financial Supervisory Commission may order to restrict
         the receipt of deposits and credits extensions, suspend payment of
         deposits in whole or in part, or take other necessary measures.


ARTICLE 47 (SUBMISSION OF BUSINESS REPORT, ETC.)


         (1) A financial institution shall submit a report of business
         operations to the Governor of the Financial Supervisory Service in
         accordance with the form as determined by the Governor of the Financial
         Supervisory Service (hereinafter referred to as the "Financial
         Supervisory Service Governor") by the end of the


<PAGE>

         following month.

         (2) The report under paragraph (1) shall be signed and sealed by the
         representative and the person in charge or his agent.

         (3) Financial institutions shall provide the Financial Supervisory
         Service Governor with materials requested by him for the execution of
         his functions.


ARTICLE 48 (INSPECTION)


         (1) The Financial Supervisory Service Governor shall inspect the
         business and current property of a financial institution.

         (2) The Financial Supervisory Service Governor may, when he deems it
         necessary to conduct the inspection referred to in paragraph (1), ask
         the financial institution to make a report on its business and
         property, furnish material and make its officials in charge present to
         state their opinion. (Amended by Act No. 6177, Jan. 21, 2000)

         (3) The Financial Supervisory Service Governor may request any outside
         auditor appointed by a financial institution under the Act on External
         Audit of Stock Companies to submit information which he has learned as
         a result of auditing the financial institution, or other material
         relating to sound management.

         (4) Any person who conducts the inspection under paragraph (1) shall
         carry a certificate showing his authority and produce it to persons
         concerned. (Newly Inserted by Act No. 6177, Jan. 21, 2000)


ARTICLE 48-2 (INSPECTION OF PERSONS SUBJECT TO CONVERSION)

<PAGE>


         (1) In any of the following cases, the Financial Supervisory Commission
         may have the Financial Supervisory Service Governor inspect the
         business matters and financial standing of a person subject to
         conversion within the necessary minimum scope of attaining its
         objective:

         1.Where it is necessary to verify the results of checkup under Article
         16-3 (2); and

         2.Where it is deemed that a person subject to conversion is very likely
         to have illegal business connections with a financial institution due
         to the aggravation of financial standing, such as the sudden increase
         of borrowings and the occurrence of an enormous loss.

         (2) The concrete scope and method of inspection under paragraph (1) and
         other matters necessary for inspection shall be prescribed by the
         Financial Supervisory Commission.

         (3) The provisions of Article 48 (2) through (4) shall apply mutatis
         mutandis to the inspection under paragraph (1).
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 49 (CONTRIBUTIONS)


         (1) Financial institutions which are inspected by the Financial
         Supervisory Service shall pay contributions for meeting the inspection
         costs to the Financial Supervisory Service.

         (2) The sharing rate and limit of contributions under paragraph (1) and
         other necessary matters on the payment of contributions shall be
         determined by the Presidential Decree.

<PAGE>

ARTICLE 50 (REQUEST FOR HOLDING RESERVES AND DISPOSING OF LOSSES)

         The Financial Supervisory Service Governor may request a financial
         institution to take the following measures as it deems necessary to
         maintain the sound management of the financial institution:

         1.Changes in book values of assets;

         2.Holding reserves for unsound assets; and

         3.Writing off assets deemed valueless.


ARTICLE 51 (PUBLICATION OF MANAGEMENT)

         A financial institution shall publish the matters prescribed by the
         Presidential Decree and necessary to protect depositors and investors
         under the conditions as prescribed by the Financial Supervisory
         Commission.
         [This Article Wholly Amended by Act No. 6177, Jan. 21, 2000]


ARTICLE 52 (MODIFICATION, ETC. OF CONTRACTUAL STANDARDS)


         (1) A financial institution shall protect the rights and interests of
         the users of the financial institution in conducting business under
         this Act, and where it intends to establish or modify the contractual
         standards relating to financial transactions, it shall make a report in
         advance to the Financial Supervisory Commission: Provided, That in such
         cases as not affecting adversely the rights and interests of the users
         and as determined by the Financial Supervisory Commission, it may make
         a report to the Financial Supervisory Commission within ten days of the
         establishment or modification of the contractual standards. (Amended by
         Act No. 6691, Apr. 27, 2002)

<PAGE>

         (2) The Financial Supervisory Commission may, in case where necessary
         to maintain the sound order in financial transactions, advise a
         financial institution to modify its contractual standards referred to
         in paragraph (1).

         (3) The Financial Supervisory Commission may determine the time and
         procedures for reporting the establishment or modification of
         contractual standards under paragraph (1) and other necessary matters.

         (4) Financial institutions shall disclose terms and conditions of a
         contract on financial transactions in accordance with the Financial
         Supervisory Commission.


ARTICLE 53 (SANCTIONS AGAINST FINANCIAL INSTITUTIONS)


         (1) The Financial Supervisory Commission may in the event that any
         financial institution is feared to undermine the soundness of its
         management through violating this Act or regulations, orders or
         instructions under this Act, take measures falling under any of the
         following subparagraphs on the recommendation of the Financial
         Supervisory Service Governor or make the Financial Supervisory Service
         Governor take appropriate measures to halt the act of violation and
         issue warnings, etc.:

         1.Order given to correct the act of violation; and

         2.Partial suspension of the business for not more than six months.

         (2) The Financial Supervisory Commission may, if any financial
         institution falls under any of the following subparagraphs, order the
         financial institution to suspend its whole business with fixing a
         period of not more than six months or revoke its license of the banking
         business:

<PAGE>

         1.Where it has gotten the license of the banking business in a
         fraudulent and unlawful manner;

         2.Where it has violated the licensed contents and terms;

         3.Where it has carried on the business during the period for which its
         business has been suspended;

         4.Where it has failed to execute an order given to correct the act of
         violation under paragraph (1); and

         5.Where, in a case other than subparagraphs 1 through 4, it is feared
         to incur great damages to the interests of depositors and investors by
         violating the Act or orders or dispositions under this Act.
         [This Article Wholly Amended by Act No. 6177, Jan. 21, 2000]


ARTICLE 54 (SANCTIONS AGAINST OFFICERS AND EMPLOYEES)


         (1) Where any officer of a financial institution intentionally violates
         this Act or any rules, orders, or instructions under this Act, or
         performs an act which seriously damages the sound operation of the
         financial institution, the Financial Supervisory Commission may, upon
         the recommendation of the Financial Supervisory Service Governor, order
         the officer to suspend the execution of his functions or recommend that
         the general stockholders' meeting dismiss the officer, and may have the
         Financial Supervisory Service Governor take an appropriate measure such
         as issuing a warning.

         (2) Where any employee of a financial institution intentionally
         violates this Act or any rules, orders or instructions under this Act,
         or performs an act which seriously damages the sound operation of the
         financial institution, the Financial Supervisory Service Governor may
         request the head of the financial institution to take


<PAGE>

         appropriate disciplinary measures such as dismissal, suspension,
         deduction of salary, or reprimand.


                  CHAPTER VIII MERGER, CLOSURE, AND DISSOLUTION

ARTICLE 55 (AUTHORIZATION ON MERGER, DISSOLUTION, AND CLOSURE)


         (1) Any financial institution shall, if it intends to perform an act
         falling under any of the following subparagraphs, get authorization
         from the Financial Supervisory Commission under the conditions as
         prescribed by the Presidential Decree: (Amended by Act No. 5540, May
         25, 1998; Act No. 5982, May 24, 1999; Act No. 6177, Jan. 21, 2000; Act
         No. 6691, Apr. 27, 2002)

         1.A division or a merger with any other financial institution
         (including a division-merger);

         2.A dissolution or closedown of the banking business; and

         3.A transfer or takeover of business operations in whole or in part.

         (2) The Financial Supervisory Commission may attach conditions to the
         authorization under paragraph (1). (Amended by Act No. 5540, May 25,
         1998; Act No. 5982, May 24, 1999)


ARTICLE 56 (DISSOLUTION ORDER, ETC. FOR FINANCIAL INSTITUTIONS)

<PAGE>

         (1) Deleted. (by Act No. 5745, Feb. 5, 1999)

         (2) A financial institution shall be dissolved when its authorization
         on banking business is cancelled pursuant to Article 53.

         (3) Where any financial institution is dissolved pursuant to paragraph
         (2), the court may, at the request of interested persons or the
         Financial Supervisory Commission, or ex officio, appoint or dismiss a
         liquidator. (Amended by Act No. 5540, May 25, 1998; Act No. 5745, Feb.
         5, 1999; Act No. 5982, May 24, 1999)


ARTICLE 57 (APPOINTMENT OF LIQUIDATOR, ETC.)


         (1) Where any financial institution is dissolved or goes bankrupt, the
         Financial Supervisory Service Governor or one of his employees shall be
         appointed as liquidator or trustee in bankruptcy.

         (2) The Financial Supervisory Service Governor or his employee
         appointed as liquidator or trustee in bankruptcy pursuant to paragraph
         (1) shall not demand remuneration for his functions: Provided, That
         reasonable expenses required for the execution of his functions may be
         disbursed from the property concerned.


         CHAPTER IX DOMESTIC BRANCHES OF FOREIGN FINANCIAL INSTITUTIONS

ARTICLE 58 (AUTHORIZATION, ETC. ON BANKING BUSINESS FOR FOREIGN FINANCIAL
INSTITUTIONS)


         (1) Where any foreign financial institution (referring to a financial
         institution which


<PAGE>

         presently runs the banking business abroad after having been
         established pursuant to foreign Acts and subordinate statutes;
         hereinafter the same shall apply) intends to open its branch, agency or
         office to run the banking business in the Republic of Korea, or to
         close its branch or agency, it shall get authorization from the
         Financial Supervisory Commission under the conditions as prescribed by
         the Presidential Decree. (Amended by Act No. 5540, May 25, 1998; Act
         No. 5982, May 24, 1999; Act No. 6177, Jan. 21, 2000)

         (2) The Financial Supervisory Commission may set conditions for
         authorization under paragraph (1). (Amended by Act No. 5540, May 25,
         1998; Act No. 5982, May 24, 1999)

         (3) Any foreign financial institution shall, if it intends to relocate
         its branch or agency, or to close its office for which authorization
         has been granted under paragraph (1), file in advance a report thereof
         with the Financial Supervisory Commission. (Newly Inserted by Act No.
         6177, Jan. 21, 2000)


ARTICLE 59 (APPLICATION OF ACT TO FOREIGN FINANCIAL INSTITUTIONS)


         (1) Branches or agents of foreign financial institutions authorized
         pursuant to Article 58 (1) shall be deemed financial institutions under
         this Act, and the domestic representatives of foreign financial
         institutions shall be deemed officers of financial institutions under
         this Act: Provided, That the provisions of Articles 4, 9 and 15 shall
         not apply. (Amended by Act No. 5745, Feb. 5, 1999)

         (2) Where a foreign financial institution establishes two or more
         branches or agents in the Republic of Korea, the relevant branches or
         agents in total shall be deemed financial institutions.


ARTICLE 60 (CANCELLATION, ETC. OF AUTHORIZATION)

<PAGE>

         (1) Where the head office of a foreign financial institution falls
         under any of the following subparagraphs, the Financial Supervisory
         Commission may cancel the authorization for any branch or agent of the
         foreign financial institution referred to in Article 58 (1): (Amended
         by Act No. 5540, May 25, 1998; Act No. 5982, May 24, 1999)

         1.Where it ceases to exist due to a merger or transfer of business
         operations;

         2.Where it has been subject to disciplinary action by the financial
         supervisory agency due to such causes as unlawful acts or unsound
         business activities; and

         3.Where it suspends or temporarily suspends business.

         (2) Where the head office of the foreign financial institution falls
         under any of subparagraphs of paragraph (1), any branch, agent, or
         office of the foreign financial institution shall report to the
         Financial Supervisory Commission within seven days from the date on
         which such a cause occurs. (Amended by Act No. 5540, May 25, 1998; Act
         No. 5982, May 24, 1999)

         (3) Where the head office of a foreign financial institution is
         dissolved or goes bankrupt, closes its banking business, or is
         cancelled its authorization to do banking business, the authorization
         for branches or agents of the foreign financial institution referred to
         in Article 58 (1) shall be deemed to have been cancelled on the date on
         which such a cause occurs.


ARTICLE 61 (CLOSURE AND LIQUIDATION OF BRANCHES AT TIME OF CANCELLATION OF
           AUTHORIZATION)


         (1) Where any branch or agent of a foreign financial institution is
         cancelled or is deemed to be cancelled its authorization pursuant to
         Article 53 or 60 (1) or (3), the


<PAGE>

         relevant branch or agent shall be closed and liquidate all properties
         in the Republic of Korea.

         (2) The court may, at the request of interested persons or the
         Financial Supervisory Commission, or ex officio, appoint or dismiss a
         liquidator. (Amended by Act No. 5540, May 25, 1998; Act No. 5982, May
         24, 1999)

         (3) The provisions of Article 620 (2) of the Commercial Act shall apply
         mutatis mutandis to the liquidation under paragraph (1).


ARTICLE 62 (DOMESTIC ASSETS OF FOREIGN FINANCIAL INSTITUTIONS)


         (1) Branches or agents of foreign financial institutions shall hold all
         or part of assets in the Republic of Korea under the conditions as
         prescribed by the Presidential Decree.

         (2) Where any branch or agent of a foreign financial institution is
         liquidated or goes bankrupt, its assets, capital stock, reserves, and
         other surplus shall be preferentially appropriated for the nationals of
         the Republic of Korea and the foreigners who have addresses or abodes
         in the Republic of Korea.


ARTICLE 63 (APPLICATION OF PROVISIONS ON CAPITAL STOCK)

         The application of the provisions of this Act on capital stock of
         financial institutions with respect to branches or agents of foreign
         financial institutions shall be governed by the Presidential Decree.


                       CHAPTER X SUPPLEMENTARY PROVISIONS

<PAGE>


ARTICLE 64 (HEARING)

         The Financial Supervisory Commission shall hold a hearing where it
         intends to take any of the following dispositions: (Amended by Act No.
         5540, May 25, 1998; Act No. 5982, May 24, 1999)

         1.Cancellation of authorization under Article 53; and

         2.Cancellation of authorization on branches or agents of foreign
         financial institutions under Article 60 (1).


ARTICLE 65 (ENTRUSTMENT OF POWERS)


         (1) Deleted. (by Act No. 5982, May 24, 1999)

         (2) The Financial Supervisory Commission may entrust part of his powers
         under this Act to the Financial Supervisory Service Governor under the
         conditions as prescribed by the Presidential Decree.


ARTICLE 65-2 (PUBLIC ANNOUNCEMENT ON ELECTRONIC DOCUMENTS, ETC.)

         When a financial institution makes a public announcement or submits
         data under Article 41, 42, or 47, it may do so through electronic
         documents under the conditions as determined by the Financial
         Supervisory Commission, the Governor of the Bank of Korea, or the
         Governor of the Financial Supervisory Service.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]




<PAGE>


                      CHAPTER XI IMPOSITION AND COLLECTION
                          OF PENALTY SURCHARGES, ETC.




ARTICLE 65-3 (PENALTY SURCHARGES)

         Where a financial institution violates Article 35, 35-2, 35-3, 37, 38,
         or 62, the Financial Supervisory Commission may impose penalty
         surcharges thereon according to the following division:

         1.Where a financial institution exceeds the credit limit as referred to
         in Article 35 (1), (3), or (4), or Article 37 (3) 1 or (6) 3: Not more
         than 10/100 of the amount of credits in excess;

         2.Where a financial institution exceeds the credit limit as referred to
         in Article 35-2 (1) or (2): Not more than 20/100 of the amount of
         credits in excess;

         3.Where a financial institution exceeds the acquisition limit on stocks
         as referred to in Article 35-3 (1): Not more than 20/100 of the total
         amount of book values of the stocks acquired in excess;

         4.Where a financial institution exceeds the limit on owning of stocks
         as referred to in Article 37 (1), (2), or (6) 2: Not more than 10/100
         of the total amount of book values of the stocks owned in excess;

         5.Where a financial institution extends credits in violation of Article
         37 (3) 2: Not more than 2/100 of the amount of credits;

         6.Where a financial institution owns stocks in violation of Article 37
         (6) 1: Not more than 2/100 of the total amount of book values of the
         stocks owned;

         7.Where a financial institution extends credits without securing any
         proper security in violation of the text of Article 37 (7): Not more
         than 10/100 of the amount of credits;

<PAGE>

         8.Where a financial institution trades inferior assets in violation of
         the text of Article 37 (8): Not more than 10/100 of the book value of
         the inferior assets;

         9.Where a financial institution exceeds the ceiling on investment in
         securities as referred to in subparagraph 1 of Article 38: Not more
         than 10/100 of the amount of investment in excess;

         10.Where a financial institution owns real estate in violation of
         subparagraph 2 of Article 38: Not more than 10/100 of the acquisition
         value of the real estate owned;

         11.Where a financial institution exceeds the limit on owning of real
         estate as referred to in subparagraph 3 of Article 38: Not more than
         10/100 of the acquisition value of the real estate owned in excess;

         12.Where a financial institution offers loans in violation of
         subparagraph 4 or 6 of Article 38: Not more than 2/100 of the amount of
         loans;

         13.Where a financial institution make loans by taking its own stocks as
         a security in violation of subparagraph 5 of Article 38: Not more than
         2/100 of the amount of loans;

         14.Where a financial institution makes loans by taking as a security
         stocks exceeding 20/100 of the stocks issued by another company in
         violation of subparagraph 5 of Article 38: Not more than 10/100 of the
         amount of loans; and

         15.Where a financial institution fails to hold assets under Article 62
         (1): Not more than 2/100 of the amount of violation.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 65-4 (IMPOSITION OF PENALTY SURCHARGE)

<PAGE>

         (1) Where the Financial Supervisory Commission imposes a penalty
         surcharge under Article 65-3, it shall take into account the following
         matters:

         1.Contents and severity of a violation;

         2.Period and frequency of a violation; and

         3.Amount of profits gained from a violation.

         (2) Other necessary matters concerning the imposition of penalty
         surcharges shall be prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 65-5 (SUBMISSION OF OPINIONS)


         (1) The Financial Supervisory Commission shall, prior to the imposition
         of a penalty surcharge, give the party concerned or the persons
         interested, etc. opportunities to present their opinions thereon.

         (2) The party concerned or the persons interested, etc. under paragraph
         (1) may attend a meeting of the Financial Supervisory Commission to
         state their opinions or may submit necessary data thereto.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 65-6 (RAISING OF OBJECTION)


         (1) Any person who is dissatisfied with the imposition of a penalty
         surcharge under Article 65-3 may raise an objection to the Financial
         Supervisory Commission within

<PAGE>

         30 days from the date on which he is notified of such disposition,
         specifying reasons therefor.

         (2) The Financial Supervisory Commission shall decide on the objection
         under paragraph (1) within 30 days: Provided, That if it can not decide
         thereon within the period due to inevitable causes, it may extend the
         period within the scope of 30 days.

         (3) Any person who is dissatisfied with a decision made under paragraph
         (2) may lodge an administrative appeal thereon.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 65-7 (EXTENSION OF TIME LIMIT FOR PAYING PENALTY SURCHARGE AND PAYMENT
OF PENALTY SURCHARGE IN INSTALLMENTS)


         (1) Where the Financial Supervisory Commission deems that a person on
         whom a penalty surcharge is imposed (hereinafter referred to as the
         "person liable for paying a penalty surcharge") has difficulty in
         paying the penalty surcharge in lump sum for any of the following
         causes, it may extend the time limit of the payment or allow him to pay
         the penalty surcharge in installments. In this case, it may have him
         offer a security, if necessary:

         1.Where he sustains any considerable loss in property due to disasters,
         etc.;

         2.Where his business is in serious crisis due to the aggravation of
         business conditions; and

         3.Where it is expected that his financial conditions will be in
         significant difficulty if he pays the penalty surcharge in lump sum.

         (2) Where a person liable for paying the penalty surcharge intends to
         get the time

<PAGE>

         limit for paying the penalty surcharge extended or the penalty
         surcharge paid in installments under paragraph (1), he shall make an
         application therefor to the Financial Supervisory Commission not later
         than 10 days before the time limit of the payment.

         (3) Where a person liable for paying the penalty surcharge falls under
         any of the following subparagraphs after he gets the time limit of
         payment extended or the payment in installments allowed under paragraph
         (1), the Financial Supervisory Commission may cancel the extension of
         the time limit of payment or the decision of the payment in
         installments and then collect the penalty surcharge in lump sum:

         1.Where he fails to pay the penalty surcharge, the payment of which has
         been decided to be made in installments, within the time limit of
         payment;

         2.Where he changes his security or fails to execute orders given by the
         Financial Supervisory Commission, which are necessary to preserve such
         security;

         3.Where it is deemed impossible to collect his penalty surcharge, in
         whole or in part, on the grounds that he is subjected to compulsory
         execution, the commencement of an auction, the declaration of
         bankruptcy, the dissolution of a corporation, or a disposition taken to
         collect national or local taxes in arrears, etc.; and

         4.Other causes equivalent to subparagraphs 1 through 3, as prescribed
         by the Presidential Decree.

         (4) Matters necessary for the extension of the time limit for paying
         penalty surcharges, the payment in installments, or the furnishing of a
         security, etc. under paragraphs (1) through (3) shall be prescribed by
         the Presidential Decree.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 65-8 (COLLECTION OF PENALTY SURCHARGES AND DISPOSITION TAKEN TO COLLECT
PENALTY SURCHARGE IN ARREARS)

<PAGE>

         (1) Where a person liable for paying a penalty surcharge fails to pay
         the penalty surcharge within the time limit of payment, the Financial
         Supervisory Commission may collect additional dues prescribed by the
         Presidential Decree from him for a period ranging from the date
         following the time limit of payment to the date preceding the day he
         actually pays.

         (2) Where a person liable for paying the penalty surcharge fails to pay
         the penalty surcharge within the time limit of payment, the Financial
         Supervisory Commission may urge him to pay the penalty surcharge within
         a specified period. If he fails to pay the penalty surcharge and the
         additional dues under paragraph (1) within such specified period, it
         may collect the penalty surcharge according to the examples of
         disposition on the national taxes in arrears.

         (3) The Financial Supervisory Commission may entrust the Commissioner
         of the National Tax Service with the authority of collecting the
         penalty surcharge and the additional dues or taking the disposition to
         collect the penalty surcharge in arrears under paragraphs (1) and (2).

         (4) Other matters necessary for collection of penalty surcharges shall
         be prescribed by the Presidential Decree.

         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


ARTICLE 65-9 (CHARGES FOR COMPELLING COMPLIANCE)


         (1) Where a person who is under order for the disposal of stocks under
         Article 16 (2), 16-2 (5), 16-3 (5), or 16-4 (5) fails to execute the
         order within the fixed period, the Financial Supervisory Commission may
         impose on him charges for compelling compliance therewith within the
         scope of not exceeding the amount which is obtained by multiplying the
         book value of stocks to be disposed of per day by

<PAGE>

         3/10,000.

         (2) The charges for compelling compliance shall be imposed for the
         period ranging from the day following the closing day of the compliance
         period set in the order for the disposal of stocks to the day the
         person concerned actually disposes of the stocks (referring to the day
         of delivering the stock certificates).

         (3) In collecting charges for compelling compliance, where the order
         for the disposal of stocks is not carried out even after the elapse of
         90 days from the closing date of the compliance period as set in the
         order, the Financial Supervisory Commission shall collect such charges
         for the elapse of every 90 days reckoning from the closing date.

         (4) The provisions of Articles 65-4 through 65-8 shall apply mutatis
         mutandis to the imposition and collection of charges for compelling
         compliance.
         [This Article Newly Inserted by Act No. 6691, Apr. 27, 2002]


                          CHAPTER XII PENAL PROVISIONS

ARTICLE 66 (PENAL PROVISIONS)

         Any person who falls under any of the following subparagraphs shall be
         punished by imprisonment for not more than five years or by a fine not
         exceeding two hundred million won:

         1.A person who is engaged in the banking business without obtaining
         authorization under Article 8 (1);

         2.A person who violates Article 21;

         3.A person who extends credits to a large stockholder in violation of
         Article 35-2

<PAGE>

         (1) through (3), and a large stockholder who is given credits from such
         a person;

         4.A person who acquires stocks issued by a large stockholder in
         violation of Article 35-3 (1);

         5.A person who violates Article 35-4; and

         6.An officer or employee serving or having served at a financial
         institution who discloses information which he has learned in the
         course of business or uses it for non-occupational purposes.
         [This Article Wholly Amended by Act No. 6691, Apr. 27, 2002]


ARTICLE 67 (PENAL PROVISIONS)

         Any person who falls under any of the following subparagraphs shall be
         punished by imprisonment for not more than three years or by a fine not
         exceeding one hundred million won:

         1.A person who extends credits in violation of Article 35 (1), (3), or
         (4); and

         2.A person who violates Article 37 (1), (3), or (6) through (8).
         [This Article Wholly Amended by Act No. 6691, Apr. 27, 2002]


ARTICLE 68 (PENAL PROVISIONS)


         (1) Where any officer, manager, agent representative (where the agent
         representative is a corporation, any member, officer, manager, or any
         other corporation's representative executing the functions), or
         liquidator of a financial institution (hereinafter referred to as
         "officer, etc. of a financial institution") or his employee performs
         any of the following acts, he shall be punished by imprisonment

<PAGE>

         for not more than one year or a fine not exceeding thirty million won:
         (Amended by Act No. 5745, Feb. 5, 1999; Act No. 6177, Jan. 21, 2000;
         Act No. 6691, Apr. 27, 2002)

         1.Where its capital stock falls short of the standards under Article 9;

         2.Deleted; (by Act No. 6691, Apr. 27, 2002)

         3.Where he violates the provisions of Article 29 (1);

         4.Where he violates the provisions of Article 30;

         5.Where he violates the provisions of Article 32;

         6.Where he issues bonds in violation of Article 33;

         7.Deleted; (by Act No. 5745, Feb. 5, 1999)

         8.and 9.Deleted; (by Act No. 6691, Apr. 27, 2002)

         10.Where he violates the provisions of Article 38;

         11.Where he violates the provisions of Article 40;

         12.and 13.Deleted; (by Act No. 6177, Jan. 21, 2000)

         14.Where he performs acts as prescribed in each subparagraph of Article
         55 (1) without authorization under Article 55 (1);

         15.Where he violates the provisions of Article 58 (1) (excluding the
         case where he is required to get authorization to open a branch, agency
         or office);

         16.Where he violates the provisions of Article 62 (1) or (2); and


<PAGE>

         17.Deleted. (by Act No. 6177, Jan. 21, 2000)

         (2) Any person who violates the provisions of Article 14 shall be
         punished by imprisonment for not more than one year or by a fine not
         exceeding thirty million won. (Amended by Act No. 6691, Apr. 27, 2002)

         (3) Deleted. (by Act No. 6691, Apr. 27, 2002)


ARTICLE 68-2 (JOINT PENAL PROVISIONS)

         If the representative of a corporation or the agent, employee or the
         employed of a corporation or an individual commits the act of violating
         Articles 66 through 68 in relation to the business of the corporation
         and the individual, such corporation or such individual shall be fined
         according to relevant Articles in addition to the punishment of an
         actual offender. (Amended by Act No. 6691, Apr. 27, 2002) [This Article
         Newly Inserted by Act No. 6177, Jan. 21, 2000]


ARTICLE 69 (FINE FOR NEGLIGENCE)


         (1) Any person who falls under any of the following subparagraphs shall
         be punished by a fine for negligence not exceeding fifty million won:
         (Amended by Act No. 6691, Apr. 27, 2002)

         1.A person who fails to make a report in violation of Article 15 (2);

         2.A person who refuses to comply with the request for submitting data,
         etc. under Article 16-4 (2) or 35-5 (1);

         3.A financial institution which fails to go through resolution by the
         board of

<PAGE>

         directors in violation of Article 35-2 (4) or 35-3 (3);

         4.A financial institution which fails to make a report to the Financial
         Supervisory Commission or to make a disclosure in violation of Article
         35-2 (5) and (6) or 35-3 (4) and (5);

         5.A person who refuses, obstructs, or evades the inspection under
         Article 48-2; and

         6.Other financial institutions which violate this Act or any rules,
         orders, or instructions under this Act.

         (2) Where any officer, etc. or employee of a financial institution
         falls under any case of the following subparagraphs, he shall be
         punished by a fine for negligence not exceeding ten million won:
         (Amended by Act No. 6691, Apr. 27, 2002)

         1.Where he violates Article 10 (1);

         2.Where he violates Article 20;

         3.Where he falsely publishes matters as prescribed in Article 41;

         4.Where he neglects to submit a report under Article 47 or enters
         matters different from the facts on the report;

         5.Where he refuses, obstructs, or evades the inspection under Article
         48;

         6.Where he neglects to keep, submit, report, publicly announce, or
         disclose documents under this Act; and

         7.Where he violates this Act or any rules, orders, or instructions
         under this Act.

         (3) Deleted. (by Act No. 6691, Apr. 27, 2002)

<PAGE>

         (4) A fine for negligence under paragraphs (1) and (2) shall be imposed
         and collected by the Financial Supervisory Commission on conditions as
         the Presidential Decree may determine. (Amended by Act No. 6691, Apr.
         27, 2002)

         (5) Any person who is dissatisfied with the disposition of a fine for
         negligence under paragraph (4) may make an objection to the Financial
         Supervisory Commission within thirty days from the date of receipt of
         the notice for such disposition.

         (6) Where any person who has been subject to a disposition of a fine
         for negligence pursuant to paragraph (4) makes an objection pursuant to
         paragraph (5), the Financial Supervisory Commission shall notify the
         competent court without delay and the court in receipt of such a notice
         shall bring the case to trial under the Non-Contentious Case Litigation
         Procedure Act.

         (7) Where no objection is made and no fine for negligence is paid
         within the period under paragraph (5), the Financial Supervisory
         Commission shall collect the fine according to the examples of
         disposition on the national taxes in arrears.


          ADDENDA


ARTICLE 1 (ENFORCEMENT DATE)


         (1) This Act shall enter into force on April 1, 1998: Provided, That
         the amended provisions of Article 64 and the amended provisions of
         Article 7 of the Addenda shall enter into force on January 1, 1998 and
         the provisions of Articles 15 through 17, 22 (1) through (8) and (10),
         26, 35 (3), and the amended provisions of Articles 6 (3) and 10 (2) of
         the Addenda shall enter into force on the date of its promulgation.


<PAGE>

         (2) The powers of the Financial Supervisory Commission in connection
         with the enforcement of the provisions of the proviso of paragraph (1)
         shall be exercised by the Director of the Board of Bank Supervision at
         the Bank of Korea from the date on which this Act is promulgated until
         March 31, 1998.


ARTICLE 2 (EXAMPLE OF APPLICATION ON TERM OF OFFICE OF AUDITORS)

         The term of office of auditors under the amended provisions of
         subparagraph 1 of Article 19 shall apply to the first auditors to be
         appointed after the enforcement of this Act.


ARTICLE 3 (GENERAL TRANSITIONAL MEASURES)


         (1) Any authorization, approval, decisions, orders, dispositions, or
         other acts by the Minister of Finance and Economy, the Monetary Board,
         or the Director of the Board of Bank Supervision at the Bank of Korea
         under the previous provisions prior to the enforcement of this Act
         shall be deemed to be acts by the Minister of Finance and Economy, the
         Financial Supervisory Commission, or the Financial Supervisory Service
         Governor under this Act.

         (2) Any declarations, reports, or other acts directed to the Minister
         of Finance and Economy, the Monetary Board, or the Director of the
         Board of Bank Supervision at the Bank of Korea under the previous
         provisions prior to the entry into force of this Act shall be deemed to
         be acts directed to the Minister of Finance and Economy, the Financial
         Supervisory Commission, or the Financial Supervisory Service Governor.


ARTICLE 4 (TRANSITIONAL MEASURES PURSUANT TO ADJUSTMENT OF COMPONENT RATIO OF
          NON-

<PAGE>

PERMANENT DIRECTORS)


         The board of directors under the amended provisions of Article 22 shall
         be composed at the first regular general stockholders' meeting to be
         convened after January 1, 1998, and until then the board of directors
         as of January 1, 1998 shall be deemed the board of directors under this
         Act.


ARTICLE 5 (TRANSITIONAL MEASURES ON PENAL PROVISIONS)

         The application of the penal provisions to acts committed prior to the
         enforcement of this Act shall be governed by the previous provisions.


ARTICLE 6
         Deleted. (by Act No. 6691, Apr. 27, 2002)


ARTICLE 7 (SPECIAL CASES FOR COMMITTEE ON RECOMMENDATIONS FOR CANDIDATES)


         (1) Any financial institution to which the previous provisions of
         Article 14-7 did not apply as of January 1, 1998 and in which the term
         of office of the governor or auditors expires at the first regular
         general stockholders' meeting convened after January 1. 1998, shall
         compose a provisional committee on recommendations for candidates.

         (2) The members of the provisional committee on recommendations for
         candidates under paragraph (1) shall be composed of candidates for
         non-permanent directors under the amended provisions of Article 22, and
         shall not be subject to appointment by a general stockholders' meeting.

         (3) The number of members of the provisional committee on
         recommendations for


<PAGE>

         candidates under paragraph (1) shall be determined by the board of
         directors.

         (4) The chairman of the provisional committee on recommendations for
         candidates shall be chosen from among members.

         (5) The members of the provisional committee on recommendations for
         candidates shall be recommended as candidates for non-permanent
         directors at the first regular general stockholders' meeting convened
         after January 1, 1998.


ARTICLE 8 (SPECIAL CASES FOR APPLICATION OF BOARD OF DIRECTORS SYSTEM)

         With regard to financial institutions converted under the Act on
         Structural Improvement of the Financial Industry prior to the entry
         into force of this Act, the amended provisions of Article 22 (3), (5)
         through (9) shall not apply. (Amended by Act No. 5745, Feb. 5, 1999)


ARTICLE 9
         Omitted.


ARTICLE 10 (RELATION WITH OTHER ACTS AND SUBORDINATE STATUTES)


         (1) Where any of Acts or subordinate statutes at the time of the entry
         into force of this Act cite the previous provisions of the Banking Act,
         the provisions corresponding to this Act, if included, shall be deemed
         to have been cited.

         (2) Notwithstanding the provisions of Article 2 of the Framework Act on
         the Management of Government-Invested Institutions, where the
         Government holds not less than 50/100 of issued stocks of financial
         institutions, the financial institutions shall not be deemed to be
         government-invested institutions.

<PAGE>

          ADDENDA (Act No. 5520, Feb. 24, 1998)

         (1) (Enforcement Date) This Act shall enter into force on the date of
         its promulgation.

         (2) (Transitional Measures concerning Authorization of Financial
         Supervisory Commission) The approving power of the Financial
         Supervisory Commission in connection with the enforcement of the
         amended provisions of Article 37 (2) shall be exercised by the Director
         of the Board of Bank Supervision at the Bank of Korea from the date on
         which this Act is promulgated until March 31, 1998.


          ADDENDUM (Act No. 5540, May 25, 1998)
This Act shall enter into force on the date of its promulgation.


          ADDENDA (Act No. 5745, Feb. 5, 1999)


ARTICLE 1 (ENFORCEMENT DATE)

         This Act shall enter into force on April 1, 1999: Provided, That the
         amendments to Articles 15 (7) and 35 (1) through (3) shall enter into
         force on January 1, 2000.


ARTICLE 2 (TRANSITIONAL MEASURES ON CREDIT LINE)

<PAGE>

         (1) A financial institution which extends credits in excess of the line
         under the amendments to Articles 15 (7) and 35 (1) and (3) pursuant to
         the proviso of Article 1 of the Addenda at the time of the entry into
         force of the amendments shall ensure that it conforms to the said
         amendments not later than December 31, 2002, and shall present a
         detailed plan for such implementation to and obtain approval from the
         Financial Supervisory Commission not later than January 31, 2000.

         (2) A financial institution which extends credits in excess of the line
         under the amendments to Article 35 (4) at the time of the entry into
         force of this Act shall ensure that it conforms to the said amendments
         not later than March 31, 2000, and shall present a detailed plan for
         such implementation to and obtain approval from the Financial
         Supervisory Commission no later than April 30, 1999.


ARTICLE 3 (TRANSITIONAL MEASURES ON QUALIFICATION OF OFFICERS)


         (1) Where an officer of a financial institution who is in office at the
         time of the entry into force of this Act falls under Article 18 (1) 7
         or 8 for a cause arising prior to the entry into force of this Act, he
         shall be governed by the former provisions for one year from the date
         of the entry into force of this Act.

         (2) The terms of officers of financial institutions who are in office
         at the time of the entry into force of this Act shall be governed by
         the former provisions notwithstanding the amendments to Article 19:
         Provided, That this shall not apply where the financial institution may
         otherwise determine by the articles of incorporation.


ARTICLE 4 (TRANSITIONAL MEASURES ON PENAL PROVISIONS)

         The application of penal provisions to acts committed prior to the
         entry into force of this Act shall be governed by the former
         provisions.

<PAGE>

          ADDENDA (Act No. 5982, May 24, 1999)


ARTICLE 1 (ENFORCEMENT DATE)

         This Act shall enter into force on the date of its promulgation.
         (Proviso Omitted.)


ARTICLES 2 THROUGH 6

         Omitted.

         ADDENDA (Act No. 6018, Sep. 7, 1999)


ARTICLE 1 (ENFORCEMENT DATE)

         This Act shall enter into force on July 1, 2000. (Proviso Omitted.)


ARTICLES 2 THROUGH 21

         Omitted.

         ADDENDA (Act No. 6177, Jan. 21, 2000)


ARTICLE 1 (ENFORCEMENT DATE)

<PAGE>

         This Act shall enter into force after the lapse of three months from
         the date of its promulgation: Provided, That the amended provisions of
         Articles 17 and 23-2 shall enter into force on the date of its
         promulgation.


ARTICLE 2 (TRANSITIONAL MEASURES CONCERNING QUALIFICATION REQUIREMENTS FOR
          OFFICERS)

         Where any officer of a financial institution falls under the causes of
         disqualification under the amended provisions of Article 18 (1) 9 due
         to causes that have accrued prior to the enforcement of this Act at the
         time that this Act is enforced, his case shall be governed by the
         previous provisions notwithstanding the amended provisions.


ARTICLE 3 (TRANSITIONAL MEASURES CONCERNING APPOINTMENTS OF OUTSIDE DIRECTORS)

         Any non-standing director who works for a financial institution at the
         time that this Act is enforced shall be deemed an outside director
         under the amended provisions of Article 22.


ARTICLE 4 (TRANSITIONAL MEASURES CONCERNING ESTABLISHMENT OF AUDIT COMMITTEE)

         Every financial institution shall establish its audit committee in
         accordance with the amended provisions of Article 23-2 at the general
         meeting of stockholders, which is first called after the enforcement of
         this Act.


ARTICLE 5 (TRANSITIONAL MEASURES CONCERNING STANDING AUDITOR FOLLOWING
          ESTABLISHMENT OF AUDIT COMMITTEE)

         Any person who works as a standing auditor of any financial institution
         that has to

<PAGE>

         establish the audit committee at the time that this Act is enforced
         (referring to the standing auditor designated by the board of directors
         of the financial institution in case that the financial institution has
         not less than two standing auditors) shall, if his term of office does
         not expire by the date on which the ordinary general meeting of
         stockholders is called to establish the audit committee in accordance
         with Article 4 of the Addenda and he is not dismissed at the regular
         general meeting of stockholders, be deemed a member of the audit
         committee, who is not an outside director. In this case, the standing
         auditor shall be deemed a director appointed at the general meeting of
         stockholders under the provisions of Article 382 (1) of the Commercial
         Act until the expiration of his term of office.


ARTICLE 6 (TRANSITIONAL MEASURES CONCERNING INTERNAL CONTROL STANDARDS)

         Any financial institution that is in existence at the time that this
         Act is enforced shall set the internal control standards under the
         amended provisions of Article 23-3 (1) within six months after the
         enforcement of this Act.


ARTICLE 7 (TRANSITIONAL MEASURES CONCERNING COMPOSITION OF BOARD OF DIRECTORS)

         Any financial institution under Article 26 (2) shall constitute the
         board of directors in a manner consistent with the amended provisions
         of the same Article at the regular general meeting of stockholders
         which is first called after the enforcement of this Act.


ARTICLES 8 AND 9
         Omitted.


          ADDENDA (Act No. 6256, Jan. 28, 2000)

<PAGE>

ARTICLE 1 (ENFORCEMENT DATE)


         (1) This Act shall enter into force on July 1, 2000. (Proviso Omitted.)

         (2) Omitted.


ARTICLES 2 THROUGH 14

         Omitted.

         ADDENDA (Act No. 6429, Mar. 28, 2001)


ARTICLE 1 (ENFORCEMENT DATE)

         This Act shall enter into force on the date prescribed by the
         Presidential Decree within the limit not exceeding 2 years from the
         promulgation date of this Act. (Proviso Omitted.) ((Enforcement date of
         this Act shall be Mar. 1, 2002 pursuant to the Presidential Decree No.
         17519, Feb. 25, 2002))


ARTICLES 2 THROUGH 11

         Omitted.

         ADDENDA (Act No. 6691, Apr. 27, 2002)

<PAGE>

ARTICLE 1 (ENFORCEMENT DATE)

         This Act shall enter into force three months after the date of its
         promulgation.


ARTICLE 2 (APPLICABLE CASES CONCERNING QUALIFICATIONS FOR COMPLIANCE OFFICERS OF
          FINANCIAL INSTITUTIONS)

         The amendments to Article 23-3 (4) shall apply to compliance officers
         who are first appointed after the enforcement date of this Act.


ARTICLE 3 (TRANSITIONAL MEASURES CONCERNING STOCKHOLDING BY FINANCIAL
          INSTITUTIONS)

         The same person who holds stocks of a financial institution in excess
         of the limit under the amendments to Articles 15 (1) and 16-2 (1), in
         accordance with the previous provisions of Article 15 (3) and (4), at
         the time of enforcement of this Act shall be deemed to hold such stocks
         under the amendments to Articles 15 (3) and 16-2 (3).


ARTICLE 4 (TRANSITIONAL MEASURES CONCERNING RESTRICTION ON CONCURRENT HOLDING OF
          OFFICE BY OFFICERS, ETC.)

         Any officer or employee of a financial institution who concurrently
         holds office of an officer or employee of a bank holding company
         (excluding any bank holding company having such financial institution
         as a subsidiary) at the time of enforcement of this Act shall make
         himself compatible with the amendments to Article 20 (1) not later than
         the day of the general meeting of stockholders of such financial
         institution or such bank holding company held for the first time after
         the enforcement of this Act, whichever comes later.

<PAGE>

ARTICLE 5 (TRANSITIONAL MEASURES CONCERNING LIMIT ON CREDITS)

         Any financial institution which extends credits beyond the limit under
         the amendments to Article 35-2 (2) at the time of enforcement of this
         Act shall make itself consistent with such amendments not later than
         one year after this Act takes effect, and shall submit a detailed plan
         for implementation thereof to the Financial Supervisory Commission
         within three months after this Act enters into force and obtain
         approval thereon.


ARTICLE 6 (TRANSITIONAL MEASURES CONCERNING ACQUISITION LIMIT ON STOCKS)

         Any financial institution which holds stocks issued by its large
         stockholders beyond the limit under the amendments to Article 35-3 (1)
         at the time of enforcement of this Act shall make itself consistent
         with such amendments not later than one year from the date this Act
         enters into force: Provided, That the Financial Supervisory Commission
         may extend the period if it is inevitable in the light of the size of
         stocks issued by such large stockholders held by the financial
         institution, and the conditions of the securities market, etc.


ARTICLE 7 (TRANSITIONAL MEASURES CONCERNING PENAL PROVISIONS AND FINE FOR
          NEGLIGENCE)

         The application of the penalty and fine for negligence to acts
         committed prior to the enforcement of this Act shall be governed by the
         previous provisions.


</TEXT>
</DOCUMENT>
